10-Q 1 cacc-20150331x10q1.htm 10-Q CACC-2015.03.31-10Q (1)
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, 2015
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 þ
 
Accelerated filer o
 
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 22, 2015 was 20,597,554.



TABLE OF CONTENTS

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
(UNAUDITED)

(In millions, except share and per share data)
As of
 
March 31, 2015
 
December 31, 2014
ASSETS:
 
 
 
Cash and cash equivalents
$
86.7

 
$
6.4

Restricted cash and cash equivalents
198.9

 
157.6

Restricted securities available for sale
53.0

 
53.2

Loans receivable (including $9.2 and $8.7 from affiliates as of March 31, 2015 and December 31, 2014, respectively)
2,943.6

 
2,719.8

Allowance for credit losses
(210.4
)
 
(206.9
)
Loans receivable, net
2,733.2

 
2,512.9

Property and equipment, net
20.6

 
20.9

Income taxes receivable
1.0

 
1.4

Other assets
33.7

 
33.0

Total Assets
$
3,127.1

 
$
2,785.4

LIABILITIES AND SHAREHOLDERS' EQUITY:
 
 
 
Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
129.9

 
$
114.4

Revolving secured line of credit

 
119.5

Secured financing
1,435.3

 
1,333.0

Senior notes
548.2

 
300.0

Deferred income taxes, net
220.5

 
213.4

Income taxes payable
15.9

 
2.9

Total Liabilities
2,349.8

 
2,083.2

Commitments and Contingencies - See Note 14


 


Shareholders' Equity:
 
 
 
Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued

 

Common stock, $.01 par value, 80,000,000 shares authorized, 20,597,554 and 20,597,671 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively
0.2

 
0.2

Paid-in capital
92.4

 
88.7

Retained earnings
684.5

 
613.4

Accumulated other comprehensive income (loss)
0.2

 
(0.1
)
Total Shareholders' Equity
777.3

 
702.2

Total Liabilities and Shareholders' Equity
$
3,127.1

 
$
2,785.4


See accompanying notes to consolidated financial statements.

1



CREDIT ACCEPTANCE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(In millions, except share and per share data)
For the Three Months Ended 
 March 31,
 
2015
 
2014
Revenue:
 
 
 
Finance charges
$
169.9

 
$
152.8

Premiums earned
12.1

 
13.2

Other income
12.2

 
10.9

Total revenue
194.2

 
176.9

Costs and expenses:
 
 
 
Salaries and wages
30.4

 
25.6

General and administrative
9.1

 
8.2

Sales and marketing
11.7

 
9.6

Provision for credit losses
6.2

 
4.7

Interest
14.9

 
16.0

Provision for claims
8.6

 
11.0

Loss on extinguishment of debt

 
21.8

Total costs and expenses
80.9

 
96.9

Income before provision for income taxes
113.3

 
80.0

Provision for income taxes
41.8

 
30.2

Net income
$
71.5

 
$
49.8

Net income per share:
 
 
 
Basic
$
3.42

 
$
2.12

Diluted
$
3.41

 
$
2.12

Weighted average shares outstanding:
 
 
 
Basic
20,922,620

 
23,463,380

Diluted
20,948,676

 
23,528,466


See accompanying notes to consolidated financial statements.

2



CREDIT ACCEPTANCE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

(In millions)
For the Three Months Ended March 31,
 
2015
 
2014
Net income
$
71.5

 
$
49.8

Other comprehensive income, net of tax:
 
 
 
Unrealized gain on securities, net of tax
0.3

 
0.1

    Other comprehensive income
0.3

 
0.1

Comprehensive income
$
71.8

 
$
49.9


 
 
 
 

See accompanying notes to consolidated financial statements.

3



CREDIT ACCEPTANCE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In millions)
For the Three Months Ended March 31,
 
2015
 
2014
Cash Flows From Operating Activities:
 
 
 
Net income
$
71.5

 
$
49.8

Adjustments to reconcile cash provided by operating activities:
 
 
 
Provision for credit losses
6.2

 
4.7

Depreciation
1.5

 
1.3

Amortization
2.2

 
1.7

Loss on retirement of property and equipment
0.1

 

Provision for deferred income taxes
7.0

 
27.7

Loss on extinguishment of debt

 
21.8

Stock-based compensation
4.1

 
4.4

Change in operating assets and liabilities:
 
 
 
Increase (decrease) in accounts payable and accrued liabilities
7.9

 
(2.4
)
Decrease (increase) in income taxes receivable
0.4

 
(0.9
)
Increase (decrease) in income taxes payable
13.0

 
(15.7
)
Decrease in other assets
3.5

 
1.1

Net cash provided by operating activities
117.4

 
93.5

Cash Flows From Investing Activities:
 
 
 
Increase in restricted cash and cash equivalents
(41.3
)
 
(35.3
)
Purchases of restricted securities available for sale
(11.6
)
 
(15.2
)
Proceeds from sale of restricted securities available for sale
11.5

 
2.1

Maturities of restricted securities available for sale
0.5

 
14.5

Principal collected on Loans receivable
454.5

 
408.2

Advances to Dealers
(533.5
)
 
(421.3
)
Purchases of Consumer Loans
(92.6
)
 
(51.1
)
Accelerated payments of Dealer Holdback
(13.8
)
 
(11.2
)
Payments of Dealer Holdback
(41.1
)
 
(34.5
)
Purchases of property and equipment
(1.3
)
 
(2.1
)
Net cash used in investing activities
(268.7
)
 
(145.9
)
Cash Flows From Financing Activities:
 
 
 
Borrowings under revolving secured line of credit
988.4

 
525.1

Repayments under revolving secured line of credit
(1,107.9
)
 
(512.0
)
Proceeds from secured financing
535.4

 
360.6

Repayments of secured financing
(433.1
)
 
(157.6
)
Proceeds from issuance of senior notes
248.2

 
300.0

Repayment of senior notes

 
(350.0
)
Payments of debt issuance and debt extinguishment costs
(6.2
)
 
(22.8
)
Repurchase of common stock
(1.1
)
 
(103.6
)
Proceeds from stock options exercised

 
0.6

Tax benefits from stock-based compensation plans
0.3

 
13.6

Other financing activities
7.6

 
(0.1
)
Net cash provided by financing activities
231.6

 
53.8

Net increase in cash and cash equivalents
80.3

 
1.4

Cash and cash equivalents, beginning of period
6.4

 
4.2

Cash and cash equivalents, end of period
$
86.7

 
$
5.6

Supplemental Disclosure of Cash Flow Information:
 
 
 
Cash paid during the period for interest
$
17.3

 
$
23.8

Cash paid during the period for income taxes
$
20.2

 
$
5.5

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, 2014 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, 2014 for Credit Acceptance Corporation (the “Company”, “Credit Acceptance”, “we”, “our” or “us”).

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, 2015 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.

We reclassified certain prior year amounts in our consolidated financial statements to conform to current year presentation.
 
2.           DESCRIPTION OF BUSINESS

Since 1972, Credit Acceptance has offered automobile dealers financing programs that enable them to sell vehicles to consumers, regardless of their credit history.  Our financing programs are 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 automobile dealers who participate in our programs and who share our commitment to changing consumers’ lives as “Dealers”.  Upon enrollment in our financing programs, the Dealer enters into a Dealer servicing agreement with us that defines the legal relationship between Credit Acceptance and the Dealer.  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 Dealers to us.  We are an indirect lender from a legal perspective, meaning the Consumer Loan is originated by the Dealer and assigned to us.
Substantially all of the Consumer Loans assigned to us are made to consumers with impaired or limited credit histories. The following table shows the percentage of Consumer Loans assigned to us with either FICO® scores below 650 or no FICO® scores:
 
 
For the Three Months Ended March 31,
Consumer Loan Assignment Volume
 
2015
 
2014
Percentage of total unit volume with either FICO® scores below 650 or no FICO® scores
 
96.7
%
 
96.3
%

5


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

We have two programs: the Portfolio Program and the Purchase Program.  Under the Portfolio Program, we advance money to Dealers (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 Dealers (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, 2014
 
91.7
%
 
8.3
%
June 30, 2014
 
91.4
%
 
8.6
%
September 30, 2014
 
90.5
%
 
9.5
%
December 31, 2014
 
89.0
%
 
11.0
%
March 31, 2015
 
88.6
%
 
11.4
%

Portfolio Program

As payment for the vehicle, the Dealer 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 as a Dealer Loan, which is classified within Loans receivable in our consolidated balance sheets.  Cash advanced to the Dealer is automatically assigned to the Dealer’s open pool of advances.  We generally require Dealers to group advances into pools of at least 100 Consumer Loans.  At the Dealer’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’s pool are secured by the future collections on the related Consumer Loans assigned to the pool.  For Dealers 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 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 to us; and
Fourth, to the Dealer as payment of Dealer Holdback.

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

Dealers 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 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 with a cash profit at the time of sale, the Dealer’s risk in the Consumer Loan is limited.  We cannot demand repayment of the advance from the Dealer except in the event the Dealer is in default of the Dealer servicing agreement.  Advances are made only after the consumer and Dealer 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 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.  The classification as a Dealer Loan for accounting purposes is primarily a result of (1) the Dealer’s financial interest in the Consumer Loan and (2) certain elements of our legal relationship with the Dealer.

6


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


Purchase Program

The Purchase Program differs from our Portfolio Program in that the Dealer 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 and then purchased by us.

Program Enrollment

Dealers may enroll in our program by (1) paying an up-front, one-time fee of $9,850, or (2) agreeing to allow us to retain 50% of their first accelerated Dealer Holdback payment.  Dealers are granted access to the Portfolio Program upon enrollment.  Access to the Purchase Program is limited and is typically only granted to Dealers that meet one of the following:

received their first accelerated Dealer Holdback payment under the Portfolio Program;
franchise dealership; or
independent dealership that meets certain criteria upon enrollment.

3.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Segment Information

We currently operate in one reportable segment which represents our core business of offering Dealers financing programs and related products and services that enable them to sell vehicles to consumers, regardless of their credit history.  The consolidated financial statements reflect the financial results of our one reportable operating segment.

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, 2015 and December 31, 2014, we had $86.2 million and $5.8 million, respectively, 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 consist of cash pledged as collateral for secured financings and cash held in trusts for future vehicle service contract claims. As of March 31, 2015 and December 31, 2014, we had $196.9 million and $155.3 million, respectively, in restricted cash and cash equivalents that was not insured by the FDIC.

Loans Receivable and Allowance for Credit Losses

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

the consumer and Dealer 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 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 Dealers 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 Dealers to finance consumer purchases of vehicles and related ancillary products.

7


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


Dealer Loans.  Amounts advanced to Dealers for Consumer Loans assigned under the Portfolio Program are recorded as Dealer Loans and are aggregated by Dealer 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.

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.  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 seldom are cash flows from a Dealer Loan insufficient to repay the initial amounts advanced to the Dealer.

Purchased Loans.  Amounts paid to Dealers 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 Dealers;
finance charges; and
recoveries.

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

8


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


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 at a price designed to achieve an acceptable return on capital.

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, 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.

Methodology Changes.  For the three months ended March 31, 2015 and 2014, we did not make any methodology changes for 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 Dealers 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.

9


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


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 millions)
For the Three Months Ended 
 March 31,
 
2015
 
2014
Net assumed written premiums
$
15.5

 
$
14.7

Net premiums earned
12.1

 
13.2

Provision for claims
8.6

 
11.0

Amortization of capitalized acquisition costs
0.3

 
0.3


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 millions)
 
 
As of
 
Balance Sheet location
 
March 31, 2015
 
December 31, 2014
Trust assets
Restricted cash and cash equivalents
 
$
2.1

 
$
0.2

Trust assets
Restricted securities available for sale
 
53.0

 
53.2

Unearned premium
Accounts payable and accrued liabilities
 
41.8

 
38.4

Claims reserve (1)
Accounts payable and accrued liabilities
 
1.4

 
1.5


(1)
The claims reserve is estimated based on historical claims experience.

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 providers (“TPPs”) 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.

10


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


New Accounting Updates

Simplifying the Presentation of Debt Issuance Costs. In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, which amends Topic 835 (Interest) and requires the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. ASU No. 2013-03 is effective for fiscal years, and interim periods, beginning after December 15, 2015. Early adoption is permitted, but we have not yet adopted ASU 2015-03. The adoption of ASU No. 2015-03 will change the presentation of debt issuance costs in our consolidated balance sheets.

Amendments to the Consolidation Analysis. In February 2015, the FASB issued ASU No. 2015-02, which amends Topic 810 (Consolidation) and requires an entity to evaluate whether they should consolidate certain legal entities. ASU No. 2015-02 is effective for fiscal years, and interim periods, beginning after December 15, 2015. Early adoption is permitted, but we have not yet adopted ASU 2015-02. The adoption of ASU No. 2015-02 is not expected to have a material impact on our consolidated financial statements and related disclosures.

Revenue from Contracts with Customers. In May 2014, the FASB issued ASU No. 2014-09 which supersedes the revenue recognition requirements Topic 605 (Revenue Recognition), and most industry-specific guidance. ASU No. 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU No. 2014-09 is effective for fiscal years, and interim periods, beginning after December 15, 2016, with early adoption not permitted. We have not yet determined the effect that ASU No. 2014-09 will have on our consolidated financial statements and related disclosures.

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. In July 2013, the FASB issued ASU No. 2013-11 which requires an entity to net its liability for unrecognized tax benefits against a net operating loss carryforward, a similar tax loss or a tax credit carryforward when settlement in this manner is available under the tax law. ASU No. 2013-11 is effective for fiscal years, and interim periods, beginning after December 15, 2013, with early adoption permitted. The adoption of ASU No. 2013-11 on January 1, 2014 did not have a material impact on our consolidated financial statements.

4.           RESTRICTED SECURITIES AVAILABLE FOR SALE

Restricted securities available for sale consist of amounts held in trusts related to VSC Re.  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.


11


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

Restricted securities available for sale consist of the following:
(In millions)
As of March 31, 2015
 
Cost
 
Gross Unrealized
Gains
 
Gross Unrealized
Losses
 
Estimated Fair
Value
U.S. Government and agency securities
$
21.8

 
$
0.2

 
$

 
$
22.0

Corporate bonds
21.0

 

 

 
21.0

Asset-backed securities
6.2

 

 

 
6.2

Mortgage-backed securities
3.8

 

 

 
3.8

Total restricted securities available for sale
$
52.8

 
$
0.2

 
$

 
$
53.0

 
 
 
 
 
 
 
 
(In millions)
As of December 31, 2014
 
Cost
 
Gross Unrealized
Gains
 
Gross Unrealized
Losses
 
Estimated Fair
Value
U.S. Government and agency securities
$
28.8

 
$
0.1

 
$
(0.1
)
 
$
28.8

Corporate bonds
19.1

 

 
(0.1
)
 
19.0

Asset-backed securities
4.8

 

 

 
4.8

Mortgage-backed securities
0.6

 

 

 
0.6

Total restricted securities available for sale
$
53.3

 
$
0.1

 
$
(0.2
)
 
$
53.2


The fair value and gross unrealized losses for restricted securities available for sale, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:
(In millions)
Securities Available for Sale with Gross Unrealized Losses as of March 31, 2015
 
Less than 12 Months
 
12 Months or More
 
 
 
 
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
Total
Estimated
Fair Value
 
Total
Gross
Unrealized
Losses
Corporate bonds
$
7.5

 
$

 
$
0.7

 
$

 
$
8.2

 
$

U.S. Government and agency securities
1.8

 

 
2.5

 

 
4.3

 

Asset-backed securities
0.9

 

 

 

 
0.9

 

Total restricted securities available for sale
$
10.2

 
$

 
$
3.2

 
$

 
$
13.4

 
$


(In millions)
Securities Available for Sale with Gross Unrealized Losses as of December 31, 2014
 
Less than 12 Months
 
12 Months or More
 
 
 
 
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
Gross
Unrealized
Losses
 
Total
Estimated
Fair Value
 
Total
Gross
Unrealized
Losses
Corporate bonds
$
15.3

 
$
(0.1
)
 
$
2.7

 
$

 
$
18.0

 
$
(0.1
)
U.S. Government and agency securities
9.3

 

 
2.5

 
(0.1
)
 
11.8

 
(0.1
)
Asset-backed securities
3.7

 

 

 

 
3.7

 

Total restricted securities available for sale
$
28.3

 
$
(0.1
)
 
$
5.2

 
$
(0.1
)
 
$
33.5

 
$
(0.2
)

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.

12


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

(In millions)
 
As of
 
 
March 31, 2015
 
December 31, 2014
Contractual Maturity
 
Cost
 
Estimated Fair
Value
 
Cost
 
Estimated Fair
Value
Within one year
 
$
9.7

 
$
9.7

 
$
3.8

 
$
3.8

Over one year to five years
 
38.8

 
39.0

 
45.1

 
45.0

Over five years to ten years
 
1.9

 
1.9

 
4.1

 
4.1

Over ten years
 
2.4

 
2.4

 
0.3

 
0.3

Total restricted securities available for sale
 
$
52.8

 
$
53.0

 
$
53.3

 
$
53.2


5.           LOANS RECEIVABLE

Loans receivable consists of the following:
(In millions)
As of March 31, 2015
 
Dealer Loans
 
Purchased Loans
 
Total
Loans receivable
$
2,564.3

 
$
379.3

 
$
2,943.6

Allowance for credit losses
(201.6
)
 
(8.8
)
 
(210.4
)
Loans receivable, net
$
2,362.7

 
$
370.5

 
$
2,733.2

 
 
 
 
 
 
(In millions)
As of December 31, 2014
 
Dealer Loans
 
Purchased Loans
 
Total
Loans receivable
$
2,389.8

 
$
330.0

 
$
2,719.8

Allowance for credit losses
(198.1
)
 
(8.8
)
 
(206.9
)
Loans receivable, net
$
2,191.7

 
$
321.2

 
$
2,512.9



13


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

A summary of changes in Loans receivable is as follows:

(In millions)
For the Three Months Ended March 31, 2015
 
Dealer Loans
 
Purchased Loans
 
Total
Balance, beginning of period
$
2,389.8

 
$
330.0

 
$
2,719.8

New Consumer Loan assignments (1)
533.5

 
92.6

 
626.1

Principal collected on Loans receivable
(407.6
)
 
(46.9
)
 
(454.5
)
Accelerated Dealer Holdback payments
13.8

 

 
13.8

Dealer Holdback payments
41.1

 

 
41.1

Transfers (2)
(3.6
)
 
3.6

 

Write-offs
(3.1
)
 
(0.1
)
 
(3.2
)
Recoveries (3)
0.4

 
0.1

 
0.5

Balance, end of period
$
2,564.3

 
$
379.3

 
$
2,943.6

 
 
 
 
 
 
(In millions)
For the Three Months Ended March 31, 2014
 
Dealer Loans
 
Purchased Loans
 
Total
Balance, beginning of period
$
2,155.5

 
$
252.7

 
$
2,408.2

New Consumer Loan assignments (1)
421.3

 
51.1

 
472.4

Principal collected on Loans receivable
(370.2
)
 
(38.0
)
 
(408.2
)
Accelerated Dealer Holdback payments
11.2

 

 
11.2

Dealer Holdback payments
34.5

 

 
34.5

Transfers (2)
(5.3
)
 
5.3

 

Write-offs
(0.5
)
 

 
(0.5
)
Recoveries (3)
0.5

 

 
0.5

Balance, end of period
$
2,247.0

 
$
271.1

 
$
2,518.1


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

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.

14


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


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 millions)
For the Three Months Ended March 31, 2015
 
Dealer Loans
 
Purchased Loans
 
Total
Balance, beginning of period
$
725.2

 
$
136.5

 
$
861.7

New Consumer Loan assignments (1)
216.6

 
34.8

 
251.4

Finance charge income
(147.0
)
 
(22.9
)
 
(169.9
)
Forecast changes
8.6

 
4.6

 
13.2

Transfers (2)
(1.0
)
 
2.1

 
1.1

Balance, end of period
$
802.4

 
$
155.1

 
$
957.5

 
 
 
 
 
 
(In millions)
For the Three Months Ended March 31, 2014
 
Dealer Loans
 
Purchased Loans
 
Total
Balance, beginning of period
$
667.5

 
$
112.8

 
$
780.3

New Consumer Loan assignments (1)
170.8

 
20.0

 
190.8

Finance charge income
(134.5
)
 
(18.3
)
 
(152.8
)
Forecast changes
4.8

 
1.9

 
6.7

Transfers (2)
(1.9
)
 
3.3

 
1.4

Balance, end of period
$
706.7

 
$
119.7

 
$
826.4

 
 
 
 
 
 

(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 Dealers.  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 Dealers.
(2)
Under our Portfolio Program, certain events may result in Dealers forfeiting their rights to Dealer Holdback.  We transfer the Dealer’s outstanding Dealer Loan balance and related expected future net cash flows to Purchased Loans in the period this forfeiture occurs.

15


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


Additional information related to new Consumer Loan assignments is as follows:

(In millions)
For the Three Months Ended March 31, 2015
 
Dealer Loans
 
Purchased Loans
 
Total
Contractual net cash flows at the time of assignment (1)
$
825.3

 
$
183.7

 
$
1,009.0

Expected net cash flows at the time of assignment (2)
750.1

 
127.4

 
877.5

Fair value at the time of assignment (3)
533.5

 
92.6

 
626.1

 
 
 
 
 
 
(In millions)
For the Three Months Ended March 31, 2014
 
Dealer Loans
 
Purchased Loans
 
Total
Contractual net cash flows at the time of assignment (1)
$
643.3

 
$
99.0

 
$
742.3

Expected net cash flows at the time of assignment (2)
592.0

 
71.2

 
663.2

Fair value at the time of assignment (3)
421.3

 
51.1

 
472.4

 
 
 
 
 
 
 
(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 Dealers on Consumer Loans assigned under our Portfolio Program.  The Purchased Loans amount represents one-time payments made to Dealers to purchase Consumer Loans assigned under our Purchase Program.

16


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


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, 2015, with the forecasts as of December 31, 2014, 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, 2015
 
December 31, 2014
 
Initial
Forecast
 
December 31, 2014
 
Initial
Forecast
2006
 
70.0
%
 
70.0
%
 
71.4
%
 
0.0
 %
 
-1.4
 %
2007
 
68.1
%
 
68.0
%
 
70.7
%
 
0.1
 %
 
-2.6
 %
2008
 
70.3
%
 
70.3
%
 
69.7
%
 
0.0
 %
 
0.6
 %
2009
 
79.4
%
 
79.4
%
 
71.9
%
 
0.0
 %
 
7.5
 %
2010
 
77.3
%
 
77.2
%
 
73.6
%
 
0.1
 %
 
3.7
 %
2011
 
74.2
%
 
74.0
%
 
72.5
%
 
0.2
 %
 
1.7
 %
2012
 
73.4
%
 
73.4
%
 
71.4
%
 
0.0
 %
 
2.0
 %
2013
 
73.6
%
 
73.7
%
 
72.0
%
 
-0.1
 %
 
1.6
 %
2014
 
72.8
%
 
72.6
%
 
71.8
%
 
0.2
 %
 
1.0
 %

(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 Dealers on Consumer Loans assigned under our Portfolio Program and one-time payments made to Dealers 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.  We are able to segment our Loan portfolio by the performance of the Loan pools.  Performance considers both the amount and timing of expected net cash flows and is measured by comparing the balance of the Loan pool to the discounted value of the expected future net cash flows of each Loan pool using the yield established at the time of assignment.  The following table segments our Loan portfolio by the performance of the Loan pools:
(In millions)
As of March 31, 2015
 
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
$
986.5

 
$
334.9

 
$
1,321.4

 
$
1,577.8

 
$
44.4

 
$
1,622.2

Allowance for credit losses

 

 

 
(201.6
)
 
(8.8
)
 
(210.4
)
    Loans receivable, net
$
986.5

 
$
334.9

 
$
1,321.4

 
$
1,376.2

 
$
35.6

 
$
1,411.8

 
 
 
 
 
 
 
 
 
 
 
 
(In millions)
As of December 31, 2014
 
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
$
945.1

 
$
317.7

 
$
1,262.8

 
$
1,444.7

 
$
12.3

 
$
1,457.0

Allowance for credit losses

 

 

 
(198.1
)
 
(8.8
)
 
(206.9
)
    Loans receivable, net
$
945.1

 
$
317.7

 
$
1,262.8

 
$
1,246.6

 
$
3.5

 
$
1,250.1


17


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


A summary of changes in the allowance for credit losses is as follows:

(In millions)
For the Three Months Ended March 31, 2015
 
Dealer Loans
 
Purchased Loans
 
Total
Balance, beginning of period
$
198.1

 
$
8.8

 
$
206.9

Provision for credit losses
6.2

 

 
6.2

Write-offs
(3.1
)
 
(0.1
)
 
(3.2
)
Recoveries (1)
0.4

 
0.1

 
0.5

Balance, end of period
$
201.6

 
$
8.8

 
$
210.4

 
 
 
 
 
 
(In millions)
For the Three Months Ended March 31, 2014
 
Dealer Loans
 
Purchased Loans
 
Total
Balance, beginning of period
$
185.7

 
$
9.7

 
$
195.4

Provision for credit losses
5.1

 
(0.4
)
 
4.7

Write-offs
(0.5
)
 

 
(0.5
)
Recoveries (1)
0.5

 

 
0.5

Balance, end of period
$
190.8

 
$
9.3

 
$
200.1

 
 
 
 
 
 

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




18


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


6.           DEBT

We currently utilize the following primary forms of debt financing: (1) a revolving secured line of credit; (2) revolving secured warehouse (“Warehouse”) facilities; (3) asset-backed secured financings (“Term ABS”) and (4) senior notes.  General information for each of our financing transactions in place as of March 31, 2015 is as follows:

(Dollars in millions)
 
 
 
 
 
 
 
 
 
 
Financings
 
Wholly-owned
Subsidiary
 
Maturity Date
 
Financing
Amount
 
Interest Rate as of  
 March 31, 2015
Revolving Secured Line of Credit
 
n/a
 
06/23/2017
 
 
 
$
235.0

 
At our option, either LIBOR plus 187.5 basis points or the prime rate plus 87.5 basis points
Warehouse Facility II (1)
 
CAC Warehouse Funding Corp. II
 
07/18/2017
 
(3)
 
$
325.0

 
Commercial paper rate or LIBOR plus 200 basis points (2)
Warehouse Facility IV (1)
 
CAC Warehouse Funding LLC IV
 
04/05/2016
 
(3)
 
$
75.0

 
LIBOR plus 200 basis points (2)
Warehouse Facility V (1)
 
CAC Warehouse Funding LLC V
 
09/10/2017
 
(4)
 
$
75.0

 
LIBOR plus 160 basis points (2)
Term ABS 2012-2 (1)
 
Credit Acceptance Funding LLC 2012-2
 
09/15/2014
 
(3)
 
$
252.0

 
Fixed rate
Term ABS 2013-1 (1)
 
Credit Acceptance Funding LLC 2013-1
 
04/15/2015
 
(3)
 
$
140.3

 
Fixed rate
Term ABS 2013-2 (1)
 
Credit Acceptance Funding LLC 2013-2
 
10/15/2015
 
(3)
 
$
197.8

 
Fixed rate
Term ABS 2014-1 (1)
 
Credit Acceptance Funding LLC 2014-1
 
04/15/2016
 
(3)
 
$
299.0

 
Fixed rate
Term ABS 2014-2 (1)
 
Credit Acceptance Funding LLC 2014-2
 
09/15/2016
 
(3)
 
$
349.0

 
Fixed rate
Term ABS 2015-1 (1)
 
Credit Acceptance Funding LLC 2015-1
 
01/16/2017
 
(3)
 
$
300.6

 
Fixed rate
2021 Senior Notes
 
n/a
 
02/15/2021
 
 
 
$
300.0

 
Fixed rate
2023 Senior Notes
 
n/a
 
03/15/2023
 
 
 
$
250.0

 
Fixed rate

(1)
Financing made available only to a specified subsidiary of the Company.
(2)
Interest rate cap agreements are in place to limit the exposure to increasing interest rates.
(3)
Represents the revolving maturity date.  The outstanding balance will amortize after the maturity date based on the cash flows of the pledged assets.
(4)
Represents the revolving maturity date.  The outstanding balance will amortize after the revolving maturity date and any amounts remaining on September 10, 2019 will be due.



19


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


Additional information related to the amounts outstanding on each facility is as follows:
(In millions)
For the Three Months Ended 
 March 31,
 
2015
 
2014
Revolving Secured Line of Credit
 
 
 
Maximum outstanding balance
$
206.3

 
$
204.7

Average outstanding balance
107.9

 
80.6

Warehouse Facility II
 
 
 
Maximum outstanding balance
$
190.0

 
$
162.6

Average outstanding balance
27.7

 
58.4

Warehouse Facility IV
 
 
 
Maximum outstanding balance
$
35.0

 
$
26.6

Average outstanding balance
6.4

 
15.9

Warehouse Facility V (1)
 
 
 
Maximum outstanding balance
$
75.0

 
$
75.0

Average outstanding balance
15.2

 
8.5


(1)
In connection with the renewal of this warehouse facility in the third quarter of 2014, we formed a new wholly owned subsidiary, CAC Warehouse Funding LLC V, which replaced CAC Warehouse Funding III, LLC.

(Dollars in millions)
As of
 
March 31, 2015
 
December 31, 2014
Revolving Secured Line of Credit
 
 
 
Balance outstanding
$

 
$
119.5

Amount available for borrowing (1)
235.0

 
115.5

Interest rate
2.05
%
 
2.16
%
Warehouse Facility II
 
 
 
Balance outstanding
$

 
$
81.3

Amount available for borrowing  (1)
325.0

 
243.7

Loans pledged as collateral

 
104.1

Restricted cash and cash equivalents pledged as collateral
1.2

 
2.0

Interest rate
2.17
%
 
2.16
%
Warehouse Facility IV
 
 
 
Balance outstanding
$

 
$
19.9

Amount available for borrowing (1)
75.0

 
55.1

Loans pledged as collateral

 
44.9

Restricted cash and cash equivalents pledged as collateral
1.0

 
1.4

Interest rate
2.18
%
 
2.17
%
Warehouse Facility V
 
 
 
Balance outstanding
$
29.0

 
$
17.9

Amount available for borrowing (1)
46.0

 
57.1

Loans pledged as collateral
97.2

 
34.9

Restricted cash and cash equivalents pledged as collateral
1.2

 
1.2

Interest rate
1.77
%
 
1.77
%
Term ABS 2012-1
 
 
 
Balance outstanding
$

 
$
43.8

Loans pledged as collateral

 
145.1

Restricted cash and cash equivalents pledged as collateral

 
19.3

Interest rate
%
 
3.04
%

20


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

Term ABS 2012-2
 
 
 
Balance outstanding
$
119.6

 
$
184.0

Loans pledged as collateral
247.8

 
278.6

Restricted cash and cash equivalents pledged as collateral
31.9

 
27.8

Interest rate
1.76
%
 
1.67
%
Term ABS 2013-1
 
 
 
Balance outstanding
$
140.3

 
$
140.3

Loans pledged as collateral
190.6

 
186.7

Restricted cash and cash equivalents pledged as collateral
20.2

 
16.7

Interest rate
1.31
%
 
1.31
%
Term ABS 2013-2
 
 
 
Balance outstanding
$
197.8

 
$
197.8

Loans pledged as collateral
252.5

 
248.9

Restricted cash and cash equivalents pledged as collateral
26.3

 
21.2

Interest rate
1.67
%
 
1.67
%
Term ABS 2014-1
 
 
 
Balance outstanding
$
299.0

 
$
299.0

Loans pledged as collateral
402.3

 
426.2

Restricted cash and cash equivalents pledged as collateral
38.0

 
31.6

Interest rate
1.72
%
 
1.72
%
Term ABS 2014-2
 
 
 
Balance outstanding
$
349.0

 
$
349.0

Loans pledged as collateral
444.4

 
440.7

Restricted cash and cash equivalents pledged as collateral
44.4

 
36.2

Interest rate
2.05
%
 
2.05
%
Term ABS 2015-1
 
 
 
Balance outstanding
$
300.6

 
$

Loans pledged as collateral
388.1

 

Restricted cash and cash equivalents pledged as collateral
32.6

 

Interest rate
2.26
%
 
%
2021 Senior Notes
 
 
 
Balance outstanding
$
300.0

 
$
300.0

Interest rate
6.125
%
 
6.125
%
2023 Senior Notes
 
 
 
Balance outstanding (2)
$
248.2

 
$

Interest rate
7.375
%
 
%

(1)
Availability may be limited by the amount of assets pledged as collateral.
(2)
As of March 31, 2015 the outstanding balance presented for the 2023 Senior Notes includes an unamortized debt discount of $1.8 million.




21


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

Revolving Secured Line of Credit Facility

We have a $235.0 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 IV and V.

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 restricted cash and cash equivalents pledged as collateral 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.

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 Dealers, 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.


22


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

Term ABS Financings

Our wholly-owned subsidiaries (the “Funding LLCs”), have 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 2012-2, 2013-1, 2013-2, 2014-1, 2014-2 and 2015-1 transactions each consist of three classes of notes. The Class C Notes for each Term ABS financing, other than Term ABS 2015-1, 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.

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 Dealers, 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 millions)
 
 
 
 
 
 
Term ABS Financings
 
Close Date
 
Net Book Value of Loans
Contributed at Closing
 
24-month Revolving Period
Term ABS 2012-2
 
September 20, 2012
 
$
315.1

 
Through September 15, 2014
Term ABS 2013-1
 
April 25, 2013
 
$
187.8

 
Through April 15, 2015
Term ABS 2013-2
 
October 31, 2013
 
$
250.1

 
Through October 15, 2015
Term ABS 2014-1
 
April 16, 2014
 
$
374.7

 
Through April 15, 2016
Term ABS 2014-2
 
September 25, 2014
 
$
437.6

 
Through September 15, 2016
Term ABS 2015-1
 
January 29, 2015
 
$
375.9

 
Through January 16, 2017


23


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

Senior Notes

On March 30, 2015, we issued $250.0 million aggregate principal amount of 7.375% Senior Notes due 2023 (the “2023 senior notes”). The notes were issued pursuant to an indenture, dated as of March 30, 2015, among the Company; the Company’s subsidiaries Buyers Vehicle Protection Plan, Inc. and Vehicle Remarketing Services, Inc. (collectively, the “Guarantors”); and U.S. Bank National Association, as trustee.

The 2023 senior notes mature on March 15, 2023 and bear interest at a rate of 7.375% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2015. The 2023 senior notes were issued at a price of 99.266% of their aggregate principal amount, resulting in gross proceeds of $248.2 million, and a yield to maturity of 7.5% per annum. We used the net proceeds from the offering of the notes for general corporate purposes, including repayment of outstanding borrowings under our revolving secured line of credit facility.

On January 22, 2014, we issued $300.0 million aggregate principal amount of 6.125% senior notes due 2021 (the “2021 senior notes”). The 2021 senior notes were issued pursuant to an indenture, dated as of January 22, 2014, among the Company; the Company’s subsidiaries Buyers Vehicle Protection Plan, Inc. and Vehicle Remarketing Services, Inc. (collectively, the “Guarantors”); and U.S. Bank National Association, as trustee.

The 2021 senior notes mature on February 15, 2021 and bear interest at a rate of 6.125% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable semi-annually on February 15 and August 15 of each year, beginning on August 15, 2014. We used the net proceeds from the 2021 senior notes, together with borrowings under our revolving credit facilities, to redeem in full the $350.0 million aggregate principal amount of our 9.125% first priority senior secured notes due 2017 (the “2017 senior notes”) on February 21, 2014. During the first quarter of 2014, we recognized a pre-tax loss on extinguishment of debt of $21.8 million related to the redemption of the 2017 senior notes.

Both the 2021 and the 2023 senior notes (the "senior notes") are guaranteed on a senior 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 in the future. The indentures for the senior notes provide for a guarantor of the senior notes to be released from its obligations under its guarantee of the senior notes under specified circumstances.

Debt Covenants

As of March 31, 2015, 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, 2015, 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 senior notes indentures.




24


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


7.           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 tables provide the terms of our interest rate cap agreements that were in effect as of March 31, 2015 and December 31, 2014:
As of March 31, 2015
Facility (in millions)
 
Facility Name
 
Purpose
 
Start
 
End
 
Notional (in millions)
 
Cap Interest Rate (1)
$
325.0

 
Warehouse Facility II
 
Cap Floating Rate
 
12/2014
 
06/2016
 
$
325.0

 
5.50
%
75.0

 
Warehouse Facility IV
 
Cap Floating Rate
 
08/2011
 
09/2015
 
18.0

 
5.50
%
75.0

 
Warehouse Facility IV
 
Cap Floating Rate
 
03/2014
 
03/2017
 
57.0

 
5.50
%
75.0

 
Warehouse Facility V
 
Cap Floating Rate
 
06/2012
 
07/2015
 
56.3

 
5.00
%
As of December 31, 2014
Facility (in millions)
 
Facility Name
 
Purpose
 
Start
 
End
 
Notional (in millions)
 
Cap Interest Rate (1)
$
325.0

 
Warehouse Facility II
 
Cap Floating Rate
 
12/2014
 
06/2016
 
$
325.0

 
5.50
%
75.0

 
Warehouse Facility IV
 
Cap Floating Rate
 
08/2011
 
09/2015
 
29.3

 
5.50
%
75.0

 
Warehouse Facility IV
 
Cap Floating Rate
 
03/2014
 
03/2017
 
45.7

 
5.50
%
75.0

 
Warehouse Facility V
 
Cap Floating Rate
 
06/2012
 
07/2015
 
56.3

 
5.00
%

(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.  As of March 31, 2015 and December 31, 2014, the interest rate caps had a fair value of less than $0.1 million as the capped rates were significantly above market rates.
 
8.           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 TPPs 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 U.S. Government and agency securities and corporate bonds is based on quoted market values in active markets.  For asset-backed securities, mortgage-backed securities, commercial paper and certificates of deposit, we use model-based valuation techniques for which all significant assumptions are observable in the market.

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.

Liabilities.  The fair value of our senior notes is determined using quoted market prices in an active market.  The fair value of our Term ABS financings is also determined using quoted market prices, however, these instruments trade in a market with a lower trading volume.  For our revolving secured line of credit and our Warehouse facilities, 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.

25


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


A comparison of the carrying value and estimated fair value of these financial instruments is as follows:
(In millions)
 
 
 
 
 
 
 
 
As of March 31, 2015
 
As of December 31, 2014
 
Carrying
Amount
 
Estimated Fair
Value
 
Carrying
Amount
 
Estimated Fair
Value
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
86.7

 
$
86.7

 
$
6.4

 
$
6.4

Restricted cash and cash equivalents
198.9

 
198.9

 
157.6

 
157.6

Restricted securities available for sale
53.0

 
53.0

 
53.2

 
53.2

Net investment in Loans receivable
2,733.2

 
2,739.4

 
2,512.9

 
2,517.3

Liabilities
 
 
 
 
 
 
 
Revolving secured line of credit
$

 
$

 
$
119.5

 
$
119.5

Secured financing
1,435.3

 
1,438.1

 
1,333.0

 
1,334.7

Senior notes
548.2

 
535.8

 
300.0

 
299.3


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.

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, 2015 and December 31, 2014:
(In millions)
 
 
 
 
 
 
 
 
As of March 31, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total Fair Value
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
86.7

 
$

 
$

 
$
86.7

Restricted cash and cash equivalents
198.9

 

 

 
198.9

Restricted securities available for sale
43.0

 
10.0

 

 
53.0

Net investment in Loans receivable

 

 
2,739.4

 
2,739.4

Liabilities
 

 
 

 
 

 
 

Secured financing
$

 
$
1,438.1

 
$

 
$
1,438.1

Senior notes
535.8

 

 

 
535.8


26


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

(In millions)
 
 
 
 
 
 
 
 
As of December 31, 2014
 
Level 1
 
Level 2
 
Level 3
 
Total Fair Value
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
6.4

 
$

 
$

 
$
6.4

Restricted cash and cash equivalents
157.6

 

 

 
157.6

Restricted securities available for sale
47.8

 
5.4

 

 
53.2

Net investment in Loans receivable

 

 
2,517.3

 
2,517.3

Liabilities
 

 
 

 
 

 
 

Revolving secured line of credit
$

 
$
119.5

 
$

 
$
119.5

Secured financing

 
1,334.7

 

 
1,334.7

Senior notes
299.3

 

 

 
299.3


9.           RELATED PARTY TRANSACTIONS

In the normal course of our business, affiliated Dealers assign Consumer Loans to us under the Portfolio and Purchase Programs.  Dealer Loans and Purchased Loans with affiliated Dealers are on the same terms as those with non-affiliated Dealers.  Affiliated Dealers are comprised of Dealers owned or controlled by: (1) our Chairman and significant shareholder; and (2) a member of the Chairman’s immediate family.

Affiliated Dealer Loan balances were $9.2 million and $8.7 million as of March 31, 2015 and December 31, 2014, respectively.  Affiliated Dealer Loan balances were 0.4% of total consolidated Dealer Loan balances as of both March 31, 2015 and December 31, 2014.  A summary of related party Loan activity is as follows:
(Dollars in millions)
For the Three Months Ended March 31,
 
2015
 
2014
 
Affiliated
Dealer
 activity
 
% of
 consolidated
 
Affiliated
 Dealer
 activity
 
% of
consolidated
Dealer Loan revenue
$
0.4

 
0.3
%
 
$
0.4

 
0.3
%
New Consumer Loan assignments (1)
1.5

 
0.2
%
 
1.1

 
0.2
%
Accelerated Dealer Holdback payments
0.1

 
0.7
%
 

 
%
Dealer Holdback payments
0.3

 
0.7
%
 
0.4

 
1.2
%
 
 
 
 
 
 
 
 
(1)
Represents advances paid to Dealers on Consumer Loans assigned under our Portfolio Program and one-time payments made to Dealers to purchase Consumer Loans assigned under our Purchase Program.



27


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


10.         INCOME TAXES

A reconciliation of the U.S. federal statutory rate to our effective tax rate is as follows:
 
For the Three Months Ended 
 March 31,
 
2015
 
2014
U.S. federal statutory rate
35.0
 %
 
35.0
 %
    State income taxes
2.1
 %
 
3.1
 %
    Changes in reserve for uncertain tax positions as a result of settlements and lapsed statutes and related interest
-0.4
 %
 
-0.5
 %
    Other
0.2
 %
 
0.2
 %
Effective tax rate
36.9
 %
 
37.8
 %

The differences between the U.S. federal statutory rate and our effective tax rate are primarily due to state income taxes and reserves for uncertain tax positions and related interest that are included in the provision for income taxes. The decrease in the effective tax rate was primarily the result of additional state taxes recognized during the first quarter of 2014 related to the impact of revaluing deferred taxes for changes in state tax laws enacted during the quarter.

11.         NET INCOME PER SHARE

Basic net income per share has been computed by dividing net income by the basic number of weighted average shares outstanding.  Diluted net income per share has been computed by dividing net income by the diluted number of weighted average shares outstanding using the treasury stock method.  The share effect is as follows:

 
For the Three Months Ended 
 March 31,
 
2015
 
2014
Weighted average shares outstanding:
 
 
 
    Common shares
20,410,331

 
22,717,243

    Vested restricted stock units
512,289

 
746,137

Basic number of weighted average shares outstanding
20,922,620

 
23,463,380

    Dilutive effect of stock options