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4. Securitization Trust Debt

3 Months Ended

Mar. 31, 2014

We have completed a number of securitization transactions that are structured as secured borrowings for financial accounting purposes. The debt issued in these transactions is shown on our Unaudited Condensed Consolidated Balance Sheets as “Securitization trust debt,” and the components of such debt are summarized in the following table:

	Final Scheduled Payment	Receivables Pledged at March 31,		Initial		Outstanding Principal at March 31,		Outstanding Principal at December 31,		Weighted Average Contractual Interest Rate at March 31,
Series	Date (1)	2014 (2)		Principal		2014		2013		2014
	(Dollars in thousands)
Page Five Funding	January 2018	$	9,127	$	46,058	$	7,395	$	9,358		9.33%
CPS 2011-A	April 2018		23,635		104,546		19,995		24,526		3.26%
CPS 2011-B	September 2018		38,515		111,046		38,278		44,433		4.62%
CPS 2011-C	March 2019		48,755		119,400		48,834		56,271		4.98%
CPS 2012-A	June 2019		57,195		155,000		56,734		65,051		3.52%
CPS 2012-B	September 2019		76,341		141,500		76,882		86,254		3.21%
CPS 2012-C	December 2019		82,919		147,000		83,241		93,006		2.54%
CPS 2012-D	March 2020		99,059		160,000		99,670		108,815		2.21%
CPS 2013-A	June 2020		138,365		185,000		133,058		142,842		1.94%
CPS 2013-B	September 2020		164,325		205,000		155,259		172,499		2.37%
CPS 2013-C	December 2020		181,314		205,000		177,367		191,504		2.48%
CPS 2013-D	March 2021		173,351		183,000		170,667		183,000		2.24%
CPS 2014-A (3)	June 2021		109,910		180,000		180,000		–		1.88%
		$	1,202,811	$	1,942,550	$	1,247,380	$	1,177,559

_________________

(1)

The Final Scheduled Payment Date represents final legal maturity of the securitization trust debt. Securitization trust debt is expected to become due and to be paid prior to those dates, based on amortization of the finance receivables pledged to the trusts. Expected payments, which will depend on the performance of such receivables, as to which there can be no assurance, are $365.6 million in 2014, $407.5 million in 2015, $263.6 million in 2016, $145.6 million in 2017, $58.3 million in 2018 and $6.8 million in 2019.

(2)

Includes repossessed assets that are included in Other assets on our Unaudited Condensed Consolidated Balance Sheet.

(3)

An additional $68.8 million of receivables were pledged to CPS 2014-A in April 2014.

All of the securitization trust debt was sold in private placement transactions to qualified institutional buyers. The debt was issued through our wholly-owned bankruptcy remote subsidiaries and is secured by the assets of such subsidiaries, but not by our other assets.

The terms of the securitization agreements related to the issuance of the securitization trust debt and the warehouse credit facilities require that we meet certain delinquency and credit loss criteria with respect to the pool of receivables, and certain of the agreements require that we maintain minimum levels of liquidity and not exceed maximum leverage levels. In addition, certain securitization and non-securitization related debt contain cross-default provisions, which would allow certain creditors to declare a default if a default were declared under a different facility. As of March 31, 2014, we were in compliance with all such covenants.

We are responsible for the administration and collection of the automobile contracts. The securitization agreements also require certain funds be held in restricted cash accounts to provide additional collateral for the borrowings, to be applied to make payments on the securitization trust debt or as pre-funding proceeds from a term securitization prior to the purchase of additional collateral. As of March 31, 2014, restricted cash under the various agreements totaled approximately $147.6 million, of which $68.8 million represented pre-funding proceeds. Interest expense on the securitization trust debt consists of the stated rate of interest plus amortization of additional costs of borrowing. Additional costs of borrowing include facility fees, amortization of deferred financing costs and discounts on notes sold. Deferred financing costs and discounts on notes sold related to the securitization trust debt are amortized using a level yield method. Accordingly, the effective cost of the securitization trust debt is greater than the contractual rate of interest disclosed above.

Our wholly-owned bankruptcy remote subsidiaries were formed to facilitate the above asset-backed financing transactions. Similar bankruptcy remote subsidiaries issue the debt outstanding under our credit facilities. Bankruptcy remote refers to a legal structure in which it is expected that the applicable entity would not be included in any bankruptcy filing by its parent or affiliates. All of the assets of these subsidiaries have been pledged as collateral for the related debt. All such transactions, treated as secured financings for accounting and tax purposes, are treated as sales for all other purposes, including legal and bankruptcy purposes. None of the assets of these subsidiaries are available to pay other creditors.