þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Michigan
(State or other jurisdiction of incorporation or organization)
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38-1999511
(I.R.S. Employer Identification No.)
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25505 W. Twelve Mile Road
Southfield, Michigan
(Address of principal executive offices)
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48034-8339
(Zip Code)
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248-353-2700
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name, former address and former
fiscal year, if changed since last report)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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PART I. — FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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Consolidated Balance Sheets - As of March 31, 2019 and December 31, 2018
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Consolidated Statements of Income - Three months ended March 31, 2019 and 2018
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Consolidated Statements of Comprehensive Income - Three months ended March 31, 2019 and 2018
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Consolidated Statements of Shareholders' Equity - Three months ended March 31, 2019 and 2018
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Consolidated Statements of Cash Flows - Three months ended March 31, 2019 and 2018
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PART II. — OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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ITEM 6. EXHIBITS
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SIGNATURES
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(Dollars in millions, except per share data)
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As of
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||||||
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March 31, 2019
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|
December 31, 2018
|
||||
ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
41.3
|
|
|
$
|
25.7
|
|
Restricted cash and cash equivalents
|
417.9
|
|
|
303.6
|
|
||
Restricted securities available for sale
|
62.0
|
|
|
58.6
|
|
||
|
|
|
|
||||
Loans receivable
|
6,617.9
|
|
|
6,225.2
|
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||
Allowance for credit losses
|
(474.2
|
)
|
|
(461.9
|
)
|
||
Loans receivable, net
|
6,143.7
|
|
|
5,763.3
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||
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||||
Property and equipment, net
|
43.4
|
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|
40.2
|
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||
Income taxes receivable
|
7.5
|
|
|
7.9
|
|
||
Other assets
|
34.1
|
|
|
38.1
|
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||
Total Assets
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$
|
6,749.9
|
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$
|
6,237.4
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||||
LIABILITIES AND SHAREHOLDERS' EQUITY:
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||||
Liabilities:
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Accounts payable and accrued liabilities
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$
|
192.0
|
|
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$
|
186.4
|
|
Revolving secured line of credit
|
—
|
|
|
171.9
|
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||
Secured financing
|
3,280.5
|
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3,092.7
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Senior notes
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939.1
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|
|
544.4
|
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||
Mortgage note
|
11.7
|
|
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11.9
|
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||
Deferred income taxes, net
|
256.3
|
|
|
236.7
|
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||
Income taxes payable
|
21.4
|
|
|
2.5
|
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Total Liabilities
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4,701.0
|
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4,246.5
|
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||||
Commitments and Contingencies - See Note 15
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Shareholders' Equity:
|
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||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued
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—
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—
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Common stock, $0.01 par value, 80,000,000 shares authorized, 18,797,071 and 18,972,558 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
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0.2
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0.2
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Paid-in capital
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152.2
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154.9
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||
Retained earnings
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1,896.2
|
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1,836.1
|
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Accumulated other comprehensive gain (loss)
|
0.3
|
|
|
(0.3
|
)
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||
Total Shareholders' Equity
|
2,048.9
|
|
|
1,990.9
|
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||
Total Liabilities and Shareholders' Equity
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$
|
6,749.9
|
|
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$
|
6,237.4
|
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(Dollars in millions, except per share data)
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For the Three Months Ended
March 31, |
||||||
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2019
|
|
2018
|
||||
Revenue:
|
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||||
Finance charges
|
$
|
321.9
|
|
|
$
|
270.3
|
|
Premiums earned
|
12.2
|
|
|
10.3
|
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||
Other income
|
19.7
|
|
|
15.0
|
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||
Total revenue
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353.8
|
|
|
295.6
|
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||
Costs and expenses:
|
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||||
Salaries and wages
|
48.7
|
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42.5
|
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||
General and administrative
|
13.9
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14.5
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||
Sales and marketing
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18.8
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17.8
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||
Provision for credit losses
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14.5
|
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23.4
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Interest
|
45.0
|
|
|
34.5
|
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Provision for claims
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6.6
|
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5.2
|
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Total costs and expenses
|
147.5
|
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|
137.9
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Income before provision for income taxes
|
206.3
|
|
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157.7
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||
Provision for income taxes
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41.9
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37.6
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Net income
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$
|
164.4
|
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$
|
120.1
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Net income per share:
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Basic
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$
|
8.67
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$
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6.18
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Diluted
|
$
|
8.65
|
|
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$
|
6.17
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Weighted average shares outstanding:
|
|
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Basic
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18,955,191
|
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19,437,735
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Diluted
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19,004,498
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19,473,563
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(In millions)
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For the Three Months Ended
March 31, |
||||||
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2019
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|
2018
|
||||
Net income
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$
|
164.4
|
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$
|
120.1
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Unrealized gain (loss) on securities, net of tax
|
0.6
|
|
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(0.3
|
)
|
||
Other comprehensive income (loss)
|
0.6
|
|
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(0.3
|
)
|
||
Comprehensive income
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$
|
165.0
|
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$
|
119.8
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(Dollars in millions)
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Common Stock
|
|
|
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|||||||||||||
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Number
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Amount
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Paid-In Capital
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Retained Earnings
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Accumulated Other Comprehensive Income (Loss)
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Total Shareholders' Equity
|
|||||||||||
Balance, December 31, 2018
|
18,972,558
|
|
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$
|
0.2
|
|
|
$
|
154.9
|
|
|
$
|
1,836.1
|
|
|
$
|
(0.3
|
)
|
|
$
|
1,990.9
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
164.4
|
|
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—
|
|
|
164.4
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|||||
Restricted stock awards, net of forfeitures
|
5,282
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repurchase of common stock
|
(268,611
|
)
|
|
—
|
|
|
(4.9
|
)
|
|
(104.3
|
)
|
|
—
|
|
|
(109.2
|
)
|
|||||
Restricted stock units converted to common stock
|
87,842
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance, March 31, 2019
|
18,797,071
|
|
|
$
|
0.2
|
|
|
$
|
152.2
|
|
|
$
|
1,896.2
|
|
|
$
|
0.3
|
|
|
$
|
2,048.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, December 31, 2017
|
19,310,049
|
|
|
$
|
0.2
|
|
|
$
|
145.5
|
|
|
$
|
1,390.3
|
|
|
$
|
(0.2
|
)
|
|
$
|
1,535.8
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
120.1
|
|
|
—
|
|
|
120.1
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|||||
Restricted stock awards, net of forfeitures
|
4,634
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repurchase of common stock
|
(6,185
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||
Restricted stock units converted to common stock
|
1,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance, March 31, 2018
|
19,309,937
|
|
|
$
|
0.2
|
|
|
$
|
147.7
|
|
|
$
|
1,509.3
|
|
|
$
|
(0.5
|
)
|
|
$
|
1,656.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net income
|
$
|
164.4
|
|
|
$
|
120.1
|
|
Adjustments to reconcile cash provided by operating activities:
|
|
|
|
||||
Provision for credit losses
|
14.5
|
|
|
23.4
|
|
||
Depreciation
|
1.5
|
|
|
1.3
|
|
||
Amortization
|
3.6
|
|
|
2.9
|
|
||
Provision for deferred income taxes
|
19.5
|
|
|
19.1
|
|
||
Stock-based compensation
|
2.2
|
|
|
3.1
|
|
||
Other
|
(0.1
|
)
|
|
—
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Increase (decrease) in accounts payable and accrued liabilities
|
(2.6
|
)
|
|
19.1
|
|
||
Decrease (increase) in income taxes receivable
|
0.4
|
|
|
(0.3
|
)
|
||
Increase in income taxes payable
|
18.9
|
|
|
15.7
|
|
||
Decrease in other assets
|
7.4
|
|
|
3.0
|
|
||
Net cash provided by operating activities
|
229.7
|
|
|
207.4
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
||||
Purchases of restricted securities available for sale
|
(15.4
|
)
|
|
(13.7
|
)
|
||
Proceeds from sale of restricted securities available for sale
|
9.4
|
|
|
6.7
|
|
||
Maturities of restricted securities available for sale
|
3.4
|
|
|
1.4
|
|
||
Principal collected on Loans receivable
|
757.4
|
|
|
643.9
|
|
||
Advances to Dealers
|
(719.0
|
)
|
|
(709.2
|
)
|
||
Purchases of Consumer Loans
|
(386.4
|
)
|
|
(342.4
|
)
|
||
Accelerated payments of Dealer Holdback
|
(12.3
|
)
|
|
(12.6
|
)
|
||
Payments of Dealer Holdback
|
(34.6
|
)
|
|
(33.2
|
)
|
||
Purchases of property and equipment
|
(4.7
|
)
|
|
(1.2
|
)
|
||
Net cash used in investing activities
|
(402.2
|
)
|
|
(460.3
|
)
|
||
Cash Flows From Financing Activities:
|
|
|
|
||||
Borrowings under revolving secured line of credit
|
1,066.9
|
|
|
465.4
|
|
||
Repayments under revolving secured line of credit
|
(1,238.8
|
)
|
|
(456.3
|
)
|
||
Proceeds from secured financing
|
814.0
|
|
|
1,000.0
|
|
||
Repayments of secured financing
|
(625.9
|
)
|
|
(632.2
|
)
|
||
Proceeds from issuance of senior notes
|
400.0
|
|
|
—
|
|
||
Payments of debt issuance costs
|
(8.9
|
)
|
|
(3.9
|
)
|
||
Repurchase of common stock
|
(109.2
|
)
|
|
(2.0
|
)
|
||
Other
|
4.3
|
|
|
(1.9
|
)
|
||
Net cash provided by financing activities
|
302.4
|
|
|
369.1
|
|
||
Net increase in cash and cash equivalents and restricted cash and cash equivalents
|
129.9
|
|
|
116.2
|
|
||
Cash and cash equivalents and restricted cash and cash equivalents beginning of period
|
329.3
|
|
|
263.8
|
|
||
Cash and cash equivalents and restricted cash and cash equivalents end of period
|
$
|
459.2
|
|
|
$
|
380.0
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
48.8
|
|
|
$
|
40.3
|
|
Cash paid during the period for income taxes
|
$
|
1.8
|
|
|
$
|
1.6
|
|
|
|
For the Three Months Ended March 31,
|
||||
Consumer Loan Assignment Volume
|
|
2019
|
|
2018
|
||
Percentage of total unit volume with either FICO
®
scores below 650 or no FICO
®
scores
|
|
96.6
|
%
|
|
96.3
|
%
|
|
|
Unit Volume
|
|
Dollar Volume (1)
|
||||||||
Three Months Ended
|
|
Dealer Loans
|
|
Purchased Loans
|
|
Dealer Loans
|
|
Purchased Loans
|
||||
March 31, 2018
|
|
70.1
|
%
|
|
29.9
|
%
|
|
67.4
|
%
|
|
32.6
|
%
|
June 30, 2018
|
|
69.7
|
%
|
|
30.3
|
%
|
|
66.8
|
%
|
|
33.2
|
%
|
September 30, 2018
|
|
69.5
|
%
|
|
30.5
|
%
|
|
67.0
|
%
|
|
33.0
|
%
|
December 31, 2018
|
|
69.4
|
%
|
|
30.6
|
%
|
|
67.4
|
%
|
|
32.6
|
%
|
March 31, 2019
|
|
67.4
|
%
|
|
32.6
|
%
|
|
65.0
|
%
|
|
35.0
|
%
|
(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. Payments of Dealer Holdback (as defined below) and accelerated Dealer Holdback are not included.
|
•
|
a down payment from the consumer;
|
•
|
a non-recourse cash payment (“advance”) from us; and
|
•
|
after the advance balance (cash advance and related Dealer Loan fees and costs) 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”).
|
•
|
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.
|
•
|
received first accelerated Dealer Holdback payment under the Portfolio Program;
|
•
|
franchise dealership; or
|
•
|
independent dealership that meets certain criteria upon enrollment.
|
(In millions)
|
As of
|
||||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
Cash and cash equivalents
|
$
|
41.3
|
|
|
$
|
25.7
|
|
|
$
|
11.5
|
|
|
$
|
8.2
|
|
Restricted cash and cash equivalents
|
417.9
|
|
|
303.6
|
|
|
368.5
|
|
|
255.6
|
|
||||
Total cash and cash equivalents and restricted cash and cash equivalents
|
$
|
459.2
|
|
|
$
|
329.3
|
|
|
$
|
380.0
|
|
|
$
|
263.8
|
|
•
|
the consumer and Dealer have signed a Consumer Loan contract; and
|
•
|
we have received the executed Consumer Loan contract and supporting documentation in either physical or electronic form.
|
•
|
the Consumer Loan has been legally assigned to us; and
|
•
|
we have made a funding decision and generally 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.
|
•
|
the aggregate amount of all cash advances paid;
|
•
|
finance charges;
|
•
|
Dealer Holdback payments;
|
•
|
accelerated Dealer Holdback payments; and
|
•
|
recoveries.
|
•
|
collections (net of certain collection costs);
|
•
|
write-offs; and
|
•
|
transfers.
|
•
|
the aggregate amount of all amounts paid during the month of purchase to purchase Consumer Loans from Dealers;
|
•
|
finance charges;
|
•
|
recoveries; and
|
•
|
transfers.
|
•
|
collections (net of certain collection costs); and
|
•
|
write-offs.
|
•
|
We have a variable interest in the trust.
We have a residual interest in the assets of the trust, 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 trust's assets.
|
•
|
The trust is a variable interest entity.
The trust has insufficient equity at risk as no parties to the trust were required to contribute assets that provide them with any ownership interest.
|
•
|
We are the primary beneficiary of the trust.
We control the amount of premiums written and placed in the trust through Consumer Loan assignments under our Programs, which is the activity that most significantly impacts the economic performance of the trust. We have the right to receive benefits from the trust that could potentially be significant. In addition, VSC Re has the obligation to absorb losses of the trust that could potentially be significant.
|
•
|
calculate an effective interest rate based on expected future net cash flows; and
|
•
|
increase the Loans receivable and related allowance for credit losses balances by the present value of the difference between contractual future net cash flows and expected future net cash flows discounted at the effective interest rate. This “gross-up” would not impact the net carrying amount of Loans (Loans receivable less allowance for credit losses) or net income.
|
•
|
recognize finance charge revenue using the effective interest rate that was calculated on the adoption date based on expected future net cash flows; and
|
•
|
adjust the allowance for credit losses so that the net carrying amount of each Loan equals the present value of expected future net cash flows discounted at the effective interest rate. The adjustment to the allowance for credit losses would be recognized as either provision for credit losses expense or a reversal of provision for credit losses expense.
|
•
|
the assignment of the Consumer Loan occurs a moment after the Consumer Loan is originated by the Dealer, so “a more-than-insignificant deterioration in credit quality since origination” has not occurred; and
|
•
|
Consumer Loans assigned under the Portfolio Program are considered to be advances under Dealer Loans originated by us rather than Consumer Loans purchased by us.
|
•
|
calculate the effective interest rate based on contractual future net cash flows; and
|
•
|
record an allowance for credit losses equal to the difference between the initial balance of the Loan (advance or purchase amount) and the present value of expected future net cash flows discounted at the effective interest rate. The initial allowance for credit losses would be recognized as provision for credit losses expense.
|
•
|
recognize finance charge revenue using the effective interest rate that was calculated at the time of assignment based on contractual future net cash flows; and
|
•
|
adjust the allowance for credit losses so that the net carrying amount of each Loan equals the present value of expected future net cash flows discounted at the effective interest rate. The adjustment to the allowance for credit losses would be recognized as either provision for credit losses expense or a reversal of provision for credit losses expense.
|
•
|
the effective interest rate would be significantly inflated for contractual amounts that were not expected to be collected at the time of assignment; and
|
•
|
all expected credit losses, including significant credit losses that were expected at both the time of origination and the time of assignment, would be recognized as provision for credit losses expense, despite the fact that credit losses expected at the time of assignment do not represent an economic loss to us.
|
(In millions)
|
|
|
|
|
|
|
|
||||||||
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||
|
Carrying
Amount
|
|
Estimated Fair
Value
|
|
Carrying
Amount
|
|
Estimated Fair
Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
41.3
|
|
|
$
|
41.3
|
|
|
$
|
25.7
|
|
|
$
|
25.7
|
|
Restricted cash and cash equivalents
|
417.9
|
|
|
417.9
|
|
|
303.6
|
|
|
303.6
|
|
||||
Restricted securities available for sale
|
62.0
|
|
|
62.0
|
|
|
58.6
|
|
|
58.6
|
|
||||
Loans receivable, net
|
6,143.7
|
|
|
6,229.5
|
|
|
5,763.3
|
|
|
5,855.1
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Revolving secured line of credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
171.9
|
|
|
$
|
171.9
|
|
Secured financing
|
3,280.5
|
|
|
3,306.3
|
|
|
3,092.7
|
|
|
3,100.9
|
|
||||
Senior notes
|
939.1
|
|
|
965.1
|
|
|
544.4
|
|
|
556.3
|
|
||||
Mortgage note
|
11.7
|
|
|
11.7
|
|
|
11.9
|
|
|
11.9
|
|
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.
|
(In millions)
|
|
|
|
|
|
|
|
||||||||
|
As of March 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents (1)
|
$
|
41.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41.3
|
|
Restricted cash and cash equivalents (1)
|
417.9
|
|
|
—
|
|
|
—
|
|
|
417.9
|
|
||||
Restricted securities available for sale (2)
|
49.6
|
|
|
12.4
|
|
|
—
|
|
|
62.0
|
|
||||
Loans receivable, net (1)
|
—
|
|
|
—
|
|
|
6,229.5
|
|
|
6,229.5
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving secured line of credit (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Secured financing (1)
|
—
|
|
|
3,306.3
|
|
|
—
|
|
|
3,306.3
|
|
||||
Senior notes (1)
|
965.1
|
|
|
—
|
|
|
—
|
|
|
965.1
|
|
||||
Mortgage note (1)
|
—
|
|
|
11.7
|
|
|
—
|
|
|
11.7
|
|
(In millions)
|
|
|
|
|
|
|
|
||||||||
|
As of December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents (1)
|
$
|
25.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25.7
|
|
Restricted cash and cash equivalents (1)
|
303.6
|
|
|
—
|
|
|
—
|
|
|
303.6
|
|
||||
Restricted securities available for sale (2)
|
47.9
|
|
|
10.7
|
|
|
—
|
|
|
58.6
|
|
||||
Loans receivable, net (1)
|
—
|
|
|
—
|
|
|
5,855.1
|
|
|
5,855.1
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revolving secured line of credit (1)
|
$
|
—
|
|
|
$
|
171.9
|
|
|
$
|
—
|
|
|
$
|
171.9
|
|
Secured financing (1)
|
—
|
|
|
3,100.9
|
|
|
—
|
|
|
3,100.9
|
|
||||
Senior notes (1)
|
556.3
|
|
|
—
|
|
|
—
|
|
|
556.3
|
|
||||
Mortgage note (1)
|
—
|
|
|
11.9
|
|
|
—
|
|
|
11.9
|
|
(1)
|
Measured at amortized cost with fair value disclosed.
|
(2)
|
Measured at fair value on a recurring basis.
|
(In millions)
|
As of March 31, 2019
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
U.S. Government and agency securities
|
$
|
25.0
|
|
|
$
|
0.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
25.1
|
|
Corporate bonds
|
24.3
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
24.5
|
|
||||
Asset-backed securities
|
11.5
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
||||
Mortgage-backed securities
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||
Total restricted securities available for sale
|
$
|
61.7
|
|
|
$
|
0.5
|
|
|
$
|
(0.2
|
)
|
|
$
|
62.0
|
|
|
|
|
|
|
|
|
|
||||||||
(In millions)
|
As of December 31, 2018
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
U.S. Government and agency securities
|
$
|
24.8
|
|
|
$
|
0.1
|
|
|
$
|
(0.2
|
)
|
|
$
|
24.7
|
|
Corporate bonds
|
23.4
|
|
|
—
|
|
|
(0.2
|
)
|
|
23.2
|
|
||||
Asset-backed securities
|
9.4
|
|
|
—
|
|
|
(0.1
|
)
|
|
9.3
|
|
||||
Mortgage-backed securities
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||
Total restricted securities available for sale
|
$
|
59.0
|
|
|
$
|
0.1
|
|
|
$
|
(0.5
|
)
|
|
$
|
58.6
|
|
(In millions)
|
Securities Available for Sale with Gross Unrealized Losses as of March 31, 2019
|
||||||||||||||||||||||
|
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
|
||||||||||||
U.S. Government and agency securities
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
9.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
10.0
|
|
|
$
|
(0.1
|
)
|
Corporate bonds
|
1.2
|
|
|
—
|
|
|
7.0
|
|
|
(0.1
|
)
|
|
8.2
|
|
|
(0.1
|
)
|
||||||
Asset-backed securities
|
1.0
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
||||||
Mortgage-backed securities
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||||
Total restricted securities available for sale
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
20.3
|
|
|
$
|
(0.2
|
)
|
|
$
|
23.3
|
|
|
$
|
(0.2
|
)
|
(In millions)
|
Securities Available for Sale with Gross Unrealized Losses as of December 31, 2018
|
||||||||||||||||||||||
|
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
|
||||||||||||
U.S. Government and agency securities
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
10.5
|
|
|
$
|
(0.2
|
)
|
|
$
|
12.7
|
|
|
$
|
(0.2
|
)
|
Corporate bonds
|
12.0
|
|
|
(0.1
|
)
|
|
6.5
|
|
|
(0.1
|
)
|
|
18.5
|
|
|
(0.2
|
)
|
||||||
Asset-backed securities
|
4.7
|
|
|
—
|
|
|
3.3
|
|
|
(0.1
|
)
|
|
8.0
|
|
|
(0.1
|
)
|
||||||
Mortgage-backed securities
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
||||||
Total restricted securities available for sale
|
$
|
18.9
|
|
|
$
|
(0.1
|
)
|
|
$
|
21.7
|
|
|
$
|
(0.4
|
)
|
|
$
|
40.6
|
|
|
$
|
(0.5
|
)
|
(In millions)
|
|
As of
|
||||||||||||||
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
Contractual Maturity
|
|
Amortized Cost
|
|
Estimated Fair
Value
|
|
Amortized Cost
|
|
Estimated Fair
Value
|
||||||||
Within one year
|
|
$
|
4.7
|
|
|
$
|
4.7
|
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
Over one year to five years
|
|
54.7
|
|
|
55.0
|
|
|
55.1
|
|
|
54.7
|
|
||||
Over five years to ten years
|
|
1.7
|
|
|
1.7
|
|
|
0.8
|
|
|
0.8
|
|
||||
Over ten years
|
|
0.6
|
|
|
0.6
|
|
|
1.4
|
|
|
1.4
|
|
||||
Total restricted securities available for sale
|
|
$
|
61.7
|
|
|
$
|
62.0
|
|
|
$
|
59.0
|
|
|
$
|
58.6
|
|
(In millions)
|
As of March 31, 2019
|
||||||||||
|
Dealer Loans
|
|
Purchased Loans
|
|
Total
|
||||||
Loans receivable
|
$
|
4,347.5
|
|
|
$
|
2,270.4
|
|
|
$
|
6,617.9
|
|
Allowance for credit losses
|
(383.1
|
)
|
|
(91.1
|
)
|
|
(474.2
|
)
|
|||
Loans receivable, net
|
$
|
3,964.4
|
|
|
$
|
2,179.3
|
|
|
$
|
6,143.7
|
|
|
|
|
|
|
|
||||||
(In millions)
|
As of December 31, 2018
|
||||||||||
|
Dealer Loans
|
|
Purchased Loans
|
|
Total
|
||||||
Loans receivable
|
$
|
4,141.0
|
|
|
$
|
2,084.2
|
|
|
$
|
6,225.2
|
|
Allowance for credit losses
|
(378.1
|
)
|
|
(83.8
|
)
|
|
(461.9
|
)
|
|||
Loans receivable, net
|
$
|
3,762.9
|
|
|
$
|
2,000.4
|
|
|
$
|
5,763.3
|
|
(In millions)
|
For the Three Months Ended March 31, 2019
|
||||||||||
|
Dealer Loans
|
|
Purchased Loans
|
|
Total
|
||||||
Balance, beginning of period
|
$
|
4,141.0
|
|
|
$
|
2,084.2
|
|
|
$
|
6,225.2
|
|
New Consumer Loan assignments (1)
|
719.0
|
|
|
386.4
|
|
|
1,105.4
|
|
|||
Principal collected on Loans receivable
|
(531.3
|
)
|
|
(226.1
|
)
|
|
(757.4
|
)
|
|||
Accelerated Dealer Holdback payments
|
12.3
|
|
|
—
|
|
|
12.3
|
|
|||
Dealer Holdback payments
|
34.6
|
|
|
—
|
|
|
34.6
|
|
|||
Transfers (2)
|
(25.7
|
)
|
|
25.7
|
|
|
—
|
|
|||
Write-offs
|
(2.8
|
)
|
|
(0.1
|
)
|
|
(2.9
|
)
|
|||
Recoveries (3)
|
0.4
|
|
|
0.3
|
|
|
0.7
|
|
|||
Balance, end of period
|
$
|
4,347.5
|
|
|
$
|
2,270.4
|
|
|
$
|
6,617.9
|
|
|
|
|
|
|
|
||||||
(In millions)
|
For the Three Months Ended March 31, 2018
|
||||||||||
|
Dealer Loans
|
|
Purchased Loans
|
|
Total
|
||||||
Balance, beginning of period
|
$
|
3,518.1
|
|
|
$
|
1,530.9
|
|
|
$
|
5,049.0
|
|
New Consumer Loan assignments (1)
|
709.2
|
|
|
342.4
|
|
|
1,051.6
|
|
|||
Principal collected on Loans receivable
|
(478.7
|
)
|
|
(165.2
|
)
|
|
(643.9
|
)
|
|||
Accelerated Dealer Holdback payments
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|||
Dealer Holdback payments
|
33.2
|
|
|
—
|
|
|
33.2
|
|
|||
Transfers (2)
|
(18.4
|
)
|
|
18.4
|
|
|
—
|
|
|||
Write-offs
|
(4.3
|
)
|
|
(2.1
|
)
|
|
(6.4
|
)
|
|||
Recoveries (3)
|
1.8
|
|
|
0.2
|
|
|
2.0
|
|
|||
Balance, end of period
|
$
|
3,773.5
|
|
|
$
|
1,724.6
|
|
|
$
|
5,498.1
|
|
|
|
|
|
|
|
(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 and the related allowance for credit losses balance to Purchased Loans in the period this forfeiture occurs.
|
(3)
|
Represents collections received on previously written off Loans.
|
(In millions)
|
For the Three Months Ended March 31, 2019
|
||||||||||
|
Dealer Loans
|
|
Purchased Loans
|
|
Total
|
||||||
Balance, beginning of period
|
$
|
1,283.0
|
|
|
$
|
782.5
|
|
|
$
|
2,065.5
|
|
New Consumer Loan assignments (1)
|
291.3
|
|
|
160.0
|
|
|
451.3
|
|
|||
Accretion (2)
|
(215.7
|
)
|
|
(108.4
|
)
|
|
(324.1
|
)
|
|||
Provision for credit losses
|
11.6
|
|
|
2.9
|
|
|
14.5
|
|
|||
Forecast changes
|
0.5
|
|
|
16.2
|
|
|
16.7
|
|
|||
Transfers (3)
|
(9.5
|
)
|
|
11.8
|
|
|
2.3
|
|
|||
Balance, end of period
|
$
|
1,361.2
|
|
|
$
|
865.0
|
|
|
$
|
2,226.2
|
|
|
|
|
|
|
|
||||||
(In millions)
|
For the Three Months Ended March 31, 2018
|
||||||||||
|
Dealer Loans
|
|
Purchased Loans
|
|
Total
|
||||||
Balance, beginning of period
|
$
|
1,088.6
|
|
|
$
|
576.9
|
|
|
$
|
1,665.5
|
|
New Consumer Loan assignments (1)
|
289.4
|
|
|
147.8
|
|
|
437.2
|
|
|||
Accretion (2)
|
(192.3
|
)
|
|
(80.1
|
)
|
|
(272.4
|
)
|
|||
Provision for credit losses
|
18.7
|
|
|
4.7
|
|
|
23.4
|
|
|||
Forecast changes
|
(6.1
|
)
|
|
(4.7
|
)
|
|
(10.8
|
)
|
|||
Transfers (3)
|
(7.2
|
)
|
|
9.2
|
|
|
2.0
|
|
|||
Balance, end of period
|
$
|
1,191.1
|
|
|
$
|
653.8
|
|
|
$
|
1,844.9
|
|
(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)
|
Represents finance charges excluding the amortization of deferred direct origination costs for Dealer Loans.
|
(3)
|
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, the related allowance for credit losses balance and related expected future net cash flows to Purchased Loans in the period this forfeiture occurs.
|
(In millions)
|
For the Three Months Ended March 31, 2019
|
||||||||||
|
Dealer Loans
|
|
Purchased Loans
|
|
Total
|
||||||
Contractual net cash flows at the time of assignment (1)
|
$
|
1,131.5
|
|
|
$
|
850.3
|
|
|
$
|
1,981.8
|
|
Expected net cash flows at the time of assignment (2)
|
1,010.3
|
|
|
546.4
|
|
|
1,556.7
|
|
|||
Fair value at the time of assignment (3)
|
719.0
|
|
|
386.4
|
|
|
1,105.4
|
|
|||
|
|
|
|
|
|
||||||
(In millions)
|
For the Three Months Ended March 31, 2018
|
||||||||||
|
Dealer Loans
|
|
Purchased Loans
|
|
Total
|
||||||
Contractual net cash flows at the time of assignment (1)
|
$
|
1,122.7
|
|
|
$
|
765.9
|
|
|
$
|
1,888.6
|
|
Expected net cash flows at the time of assignment (2)
|
998.6
|
|
|
490.2
|
|
|
1,488.8
|
|
|||
Fair value at the time of assignment (3)
|
709.2
|
|
|
342.4
|
|
|
1,051.6
|
|
(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.
|
|
|
Forecasted Collection Percentage as of (1)
|
|
Current Forecast Variance from
|
|||||||||||
Consumer Loan
Assignment Year
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Initial Forecast
|
|
December 31, 2018
|
|
Initial Forecast
|
|||||
2010
|
|
77.7
|
%
|
|
77.7
|
%
|
|
73.6
|
%
|
|
0.0
|
%
|
|
4.1
|
%
|
2011
|
|
74.8
|
%
|
|
74.7
|
%
|
|
72.5
|
%
|
|
0.1
|
%
|
|
2.3
|
%
|
2012
|
|
73.8
|
%
|
|
73.8
|
%
|
|
71.4
|
%
|
|
0.0
|
%
|
|
2.4
|
%
|
2013
|
|
73.5
|
%
|
|
73.5
|
%
|
|
72.0
|
%
|
|
0.0
|
%
|
|
1.5
|
%
|
2014
|
|
71.7
|
%
|
|
71.7
|
%
|
|
71.8
|
%
|
|
0.0
|
%
|
|
-0.1
|
%
|
2015
|
|
65.4
|
%
|
|
65.4
|
%
|
|
67.7
|
%
|
|
0.0
|
%
|
|
-2.3
|
%
|
2016
|
|
64.1
|
%
|
|
64.2
|
%
|
|
65.4
|
%
|
|
-0.1
|
%
|
|
-1.3
|
%
|
2017
|
|
65.2
|
%
|
|
65.5
|
%
|
|
64.0
|
%
|
|
-0.3
|
%
|
|
1.2
|
%
|
2018
|
|
65.5
|
%
|
|
65.0
|
%
|
|
63.6
|
%
|
|
0.5
|
%
|
|
1.9
|
%
|
2019
|
|
64.1
|
%
|
|
—
|
|
|
63.9
|
%
|
|
—
|
|
|
0.2
|
%
|
(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. Forecasted collection rates are negatively impacted by canceled Consumer Loans as the contractual amount owed is not removed from the denominator for purposes of computing forecasted collection rates in the table.
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
As of March 31, 2019
|
||||||||||||||||||||||
|
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
|
$
|
1,479.7
|
|
|
$
|
1,607.2
|
|
|
$
|
3,086.9
|
|
|
$
|
2,867.8
|
|
|
$
|
663.2
|
|
|
$
|
3,531.0
|
|
Allowance for credit losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(383.1
|
)
|
|
(91.1
|
)
|
|
(474.2
|
)
|
||||||
Loans receivable, net
|
$
|
1,479.7
|
|
|
$
|
1,607.2
|
|
|
$
|
3,086.9
|
|
|
$
|
2,484.7
|
|
|
$
|
572.1
|
|
|
$
|
3,056.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(In millions)
|
As of December 31, 2018
|
||||||||||||||||||||||
|
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
|
$
|
1,355.1
|
|
|
$
|
1,392.1
|
|
|
$
|
2,747.2
|
|
|
$
|
2,785.9
|
|
|
$
|
692.1
|
|
|
$
|
3,478.0
|
|
Allowance for credit losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(378.1
|
)
|
|
(83.8
|
)
|
|
(461.9
|
)
|
||||||
Loans receivable, net
|
$
|
1,355.1
|
|
|
$
|
1,392.1
|
|
|
$
|
2,747.2
|
|
|
$
|
2,407.8
|
|
|
$
|
608.3
|
|
|
$
|
3,016.1
|
|
(In millions)
|
For the Three Months Ended March 31, 2019
|
||||||||||
|
Dealer Loans
|
|
Purchased Loans
|
|
Total
|
||||||
Balance, beginning of period
|
$
|
378.1
|
|
|
$
|
83.8
|
|
|
$
|
461.9
|
|
Provision for credit losses
|
11.6
|
|
|
2.9
|
|
|
14.5
|
|
|||
Transfers (1)
|
(4.2
|
)
|
|
4.2
|
|
|
—
|
|
|||
Write-offs
|
(2.8
|
)
|
|
(0.1
|
)
|
|
(2.9
|
)
|
|||
Recoveries (2)
|
0.4
|
|
|
0.3
|
|
|
0.7
|
|
|||
Balance, end of period
|
$
|
383.1
|
|
|
$
|
91.1
|
|
|
$
|
474.2
|
|
|
|
|
|
|
|
||||||
(In millions)
|
For the Three Months Ended March 31, 2018
|
||||||||||
|
Dealer Loans
|
|
Purchased Loans
|
|
Total
|
||||||
Balance, beginning of period
|
$
|
366.0
|
|
|
$
|
63.4
|
|
|
$
|
429.4
|
|
Provision for credit losses
|
18.7
|
|
|
4.7
|
|
|
23.4
|
|
|||
Transfers (1)
|
(2.9
|
)
|
|
2.9
|
|
|
—
|
|
|||
Write-offs
|
(4.3
|
)
|
|
(2.1
|
)
|
|
(6.4
|
)
|
|||
Recoveries (2)
|
1.8
|
|
|
0.2
|
|
|
2.0
|
|
|||
Balance, end of period
|
$
|
379.3
|
|
|
$
|
69.1
|
|
|
$
|
448.4
|
|
(1)
|
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 the related allowance for credit losses balance to Purchased Loans in the period this forfeiture occurs.
|
(2)
|
Represents collections received on previously written off Loans.
|
(In millions)
|
For the Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net assumed written premiums
|
$
|
15.8
|
|
|
$
|
16.2
|
|
Net premiums earned
|
12.2
|
|
|
10.3
|
|
||
Provision for claims
|
6.6
|
|
|
5.2
|
|
||
Amortization of capitalized acquisition costs
|
0.3
|
|
|
0.3
|
|
(In millions)
|
|
|
As of
|
||||||
|
Balance Sheet location
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Trust assets
|
Restricted cash and cash equivalents
|
|
$
|
1.0
|
|
|
$
|
0.3
|
|
Trust assets
|
Restricted securities available for sale
|
|
62.0
|
|
|
58.6
|
|
||
Unearned premium
|
Accounts payable and accrued liabilities
|
|
46.9
|
|
|
43.3
|
|
||
Claims reserve (1)
|
Accounts payable and accrued liabilities
|
|
1.6
|
|
|
1.6
|
|
(1)
|
The claims reserve represents our liability for incurred-but-not-reported claims and is estimated based on historical claims experience.
|
|
For the Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Ancillary product profit sharing
|
$
|
10.4
|
|
|
$
|
6.4
|
|
Remarketing fees
|
3.4
|
|
|
3.1
|
|
||
Interest
|
2.3
|
|
|
0.7
|
|
||
GPS-SID fees
|
1.4
|
|
|
2.5
|
|
||
Dealer enrollment fees
|
1.0
|
|
|
1.1
|
|
||
Dealer support products and services
|
0.7
|
|
|
1.2
|
|
||
Other
|
0.5
|
|
|
—
|
|
||
Total
|
$
|
19.7
|
|
|
$
|
15.0
|
|
(In millions)
|
For the Three Months Ended March 31, 2019
|
||||||||||||||||||||||||||||||
|
Ancillary product profit sharing
|
|
Remarketing fees
|
|
Interest
|
|
GPS-SID fees
|
|
Dealer enrollment fees
|
|
Dealer support products and services
|
|
Other
|
|
Total Other Income
|
||||||||||||||||
Source of income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Third Party Providers
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
14.6
|
|
Dealers
|
—
|
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
0.7
|
|
|
—
|
|
|
5.1
|
|
||||||||
Total
|
$
|
10.4
|
|
|
$
|
3.4
|
|
|
$
|
2.3
|
|
|
$
|
1.4
|
|
|
$
|
1.0
|
|
|
$
|
0.7
|
|
|
$
|
0.5
|
|
|
$
|
19.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Timing of revenue recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Over time
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13.7
|
|
At a point in time
|
—
|
|
|
3.4
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
0.7
|
|
|
0.5
|
|
|
6.0
|
|
||||||||
Total
|
$
|
10.4
|
|
|
$
|
3.4
|
|
|
$
|
2.3
|
|
|
$
|
1.4
|
|
|
$
|
1.0
|
|
|
$
|
0.7
|
|
|
$
|
0.5
|
|
|
$
|
19.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
As of March 31, 2019
|
||||||||||||||
|
|
Principal Outstanding
|
|
Unamortized Debt Issuance Costs
|
|
Unamortized Discount
|
|
Carrying
Amount
|
||||||||
Revolving secured line of credit (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Secured financing (2)
|
|
3,296.8
|
|
|
(16.3
|
)
|
|
—
|
|
|
3,280.5
|
|
||||
Senior notes
|
|
950.0
|
|
|
(9.8
|
)
|
|
(1.1
|
)
|
|
939.1
|
|
||||
Mortgage note
|
|
11.7
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
||||
Total debt
|
|
$
|
4,258.5
|
|
|
$
|
(26.1
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
4,231.3
|
|
|
|
|
|
|
|
|
|
|
||||||||
(In millions)
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Principal Outstanding
|
|
Unamortized Debt Issuance Costs
|
|
Unamortized Discount
|
|
Carrying
Amount
|
||||||||
Revolving secured line of credit (1)
|
|
$
|
171.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
171.9
|
|
Secured financing (2)
|
|
3,108.7
|
|
|
(16.0
|
)
|
|
—
|
|
|
3,092.7
|
|
||||
Senior notes
|
|
550.0
|
|
|
(4.5
|
)
|
|
(1.1
|
)
|
|
544.4
|
|
||||
Mortgage note
|
|
11.9
|
|
|
—
|
|
|
—
|
|
|
11.9
|
|
||||
Total debt
|
|
$
|
3,842.5
|
|
|
$
|
(20.5
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
3,820.9
|
|
(1)
|
Excludes deferred debt issuance costs of
$2.6 million
and
$2.9 million
as of
March 31, 2019
and
December 31, 2018
, respectively, which are included in other assets.
|
(2)
|
Warehouse facilities and Term ABS.
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
||
Financings
|
|
Wholly-owned
Subsidiary
|
|
Maturity Date
|
|
Financing
Amount
|
|
Interest Rate as of
March 31, 2019 |
||||
Revolving Secured Line of Credit
|
|
n/a
|
|
06/22/2021
|
|
|
$
|
350.0
|
|
(1)
|
|
At our option, either LIBOR plus 187.5 basis points or the prime rate plus 87.5 basis points
|
Warehouse Facility II (2)
|
|
CAC Warehouse Funding Corp. II
|
|
12/20/2020
|
(3)
|
|
400.0
|
|
|
|
LIBOR plus 175 basis points (4)
|
|
Warehouse Facility IV (2)
|
|
CAC Warehouse Funding LLC IV
|
|
04/30/2020
|
(3)
|
|
250.0
|
|
|
|
LIBOR plus 225 basis points (4)
|
|
Warehouse Facility V (2)
|
|
CAC Warehouse Funding LLC V
|
|
08/17/2021
|
(5)
|
|
100.0
|
|
|
|
LIBOR plus 190 basis points (4)
|
|
Warehouse Facility VI (2)
|
|
CAC Warehouse Funding LLC VI
|
|
09/30/2020
|
(3)
|
|
75.0
|
|
|
|
LIBOR plus 200 basis points
|
|
Warehouse Facility VII (2)
|
|
CAC Warehouse Funding LLC VII
|
|
12/17/2020
|
(6)
|
|
150.0
|
|
|
|
Commercial paper rate plus 200 basis points (4)
|
|
Term ABS 2016-1 (2)
|
|
Credit Acceptance Funding LLC 2016-1
|
|
02/15/2018
|
(3)
|
|
385.0
|
|
|
|
LIBOR plus 195 basis points (4)
|
|
Term ABS 2016-2 (2)
|
|
Credit Acceptance Funding LLC 2016-2
|
|
05/15/2018
|
(3)
|
|
350.2
|
|
|
|
Fixed rate
|
|
Term ABS 2016-3 (2)
|
|
Credit Acceptance Funding LLC 2016-3
|
|
10/15/2018
|
(3)
|
|
350.0
|
|
|
|
Fixed rate
|
|
Term ABS 2017-1 (2)
|
|
Credit Acceptance Funding LLC 2017-1
|
|
02/15/2019
|
(3)
|
|
350.0
|
|
|
|
Fixed rate
|
|
Term ABS 2017-2 (2)
|
|
Credit Acceptance Funding LLC 2017-2
|
|
06/17/2019
|
(3)
|
|
450.0
|
|
|
|
Fixed rate
|
|
Term ABS 2017-3 (2)
|
|
Credit Acceptance Funding LLC 2017-3
|
|
10/15/2019
|
(3)
|
|
350.0
|
|
|
|
Fixed rate
|
|
Term ABS 2018-1 (2)
|
|
Credit Acceptance Funding LLC 2018-1
|
|
02/17/2020
|
(3)
|
|
500.0
|
|
|
|
Fixed rate
|
|
Term ABS 2018-2 (2)
|
|
Credit Acceptance Funding LLC 2018-2
|
|
05/15/2020
|
(3)
|
|
450.0
|
|
|
|
Fixed rate
|
|
Term ABS 2018-3 (2)
|
|
Credit Acceptance Funding LLC 2018-3
|
|
08/17/2020
|
(3)
|
|
398.3
|
|
|
|
Fixed rate
|
|
Term ABS 2019-1 (2)
|
|
Credit Acceptance Funding LLC 2019-1
|
|
02/15/2021
|
(3)
|
|
402.5
|
|
|
|
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
|
|
2026 Senior Notes
|
|
n/a
|
|
03/15/2026
|
|
|
400.0
|
|
|
|
Fixed rate
|
|
Mortgage Note
|
|
Chapter 4
Properties, LLC
|
|
08/06/2023
|
|
|
12.0
|
|
|
|
LIBOR plus 150 basis points
|
(1)
|
The amount of the facility will decrease to
$315.0 million
on June 22, 2019.
|
(2)
|
Financing made available only to a specified subsidiary of the Company.
|
(3)
|
Represents the revolving maturity date. The outstanding balance will amortize after the revolving maturity date based on the cash flows of the pledged assets.
|
(4)
|
Interest rate cap agreements are in place to limit the exposure to increasing interest rates.
|
(5)
|
Represents the revolving maturity date. The outstanding balance will amortize after the revolving maturity date and any amounts remaining on August 17, 2023 will be due on that date.
|
(6)
|
Represents the revolving maturity date. The outstanding balance will amortize after the revolving maturity date and any amounts remaining on December 17, 2022 will be due on that date.
|
(In millions)
|
For the Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Revolving Secured Line of Credit
|
|
|
|
||||
Maximum outstanding principal balance
|
$
|
276.4
|
|
|
$
|
177.5
|
|
Average outstanding principal balance
|
88.4
|
|
|
39.1
|
|
||
Warehouse Facility II
|
|
|
|
||||
Maximum outstanding principal balance
|
201.0
|
|
|
201.0
|
|
||
Average outstanding principal balance
|
93.0
|
|
|
4.5
|
|
||
Warehouse Facility IV
|
|
|
|
||||
Maximum outstanding principal balance
|
100.0
|
|
|
—
|
|
||
Average outstanding principal balance
|
4.4
|
|
|
—
|
|
||
Warehouse Facility V
|
|
|
|
||||
Maximum outstanding principal balance
|
—
|
|
|
99.0
|
|
||
Average outstanding principal balance
|
—
|
|
|
2.2
|
|
||
Warehouse Facility VI
|
|
|
|
||||
Maximum outstanding principal balance
|
101.5
|
|
|
75.0
|
|
||
Average outstanding principal balance
|
2.3
|
|
|
1.7
|
|
||
Warehouse Facility VII
|
|
|
|
||||
Maximum outstanding principal balance
|
—
|
|
|
125.0
|
|
||
Average outstanding principal balance
|
—
|
|
|
2.8
|
|
(Dollars in millions)
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
Revolving Secured Line of Credit
|
|
|
|
||||
Principal balance outstanding
|
$
|
—
|
|
|
$
|
171.9
|
|
Amount available for borrowing (1)
|
350.0
|
|
|
178.1
|
|
||
Interest rate
|
—
|
%
|
|
4.38
|
%
|
||
Warehouse Facility II
|
|
|
|
||||
Principal balance outstanding
|
$
|
—
|
|
|
$
|
—
|
|
Amount available for borrowing (1)
|
400.0
|
|
|
400.0
|
|
||
Loans pledged as collateral
|
—
|
|
|
—
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
1.0
|
|
|
1.0
|
|
||
Interest rate
|
—
|
%
|
|
—
|
%
|
||
Warehouse Facility IV
|
|
|
|
||||
Principal balance outstanding
|
$
|
—
|
|
|
$
|
—
|
|
Amount available for borrowing (1)
|
250.0
|
|
|
250.0
|
|
||
Loans pledged as collateral
|
—
|
|
|
—
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
1.0
|
|
|
1.0
|
|
||
Interest rate
|
—
|
%
|
|
—
|
%
|
||
Warehouse Facility V
|
|
|
|
||||
Principal balance outstanding
|
$
|
—
|
|
|
$
|
—
|
|
Amount available for borrowing (1)
|
100.0
|
|
|
100.0
|
|
||
Loans pledged as collateral
|
—
|
|
|
—
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
1.0
|
|
|
1.0
|
|
||
Interest rate
|
—
|
%
|
|
—
|
%
|
||
Warehouse Facility VI
|
|
|
|
||||
Principal balance outstanding
|
$
|
—
|
|
|
$
|
—
|
|
Amount available for borrowing (1)
|
75.0
|
|
|
75.0
|
|
||
Loans pledged as collateral
|
—
|
|
|
—
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
—
|
|
|
0.1
|
|
||
Interest rate
|
—
|
%
|
|
—
|
%
|
||
Warehouse Facility VII
|
|
|
|
||||
Principal balance outstanding
|
$
|
—
|
|
|
$
|
—
|
|
Amount available for borrowing (1)
|
150.0
|
|
|
150.0
|
|
||
Loans pledged as collateral
|
—
|
|
|
—
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
1.0
|
|
|
1.0
|
|
||
Interest rate
|
—
|
%
|
|
—
|
%
|
||
Term ABS 2016-1
|
|
|
|
||||
Principal balance outstanding
|
$
|
65.3
|
|
|
$
|
125.3
|
|
Loans pledged as collateral
|
276.1
|
|
|
320.8
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
34.0
|
|
|
29.6
|
|
||
Interest rate
|
4.43
|
%
|
|
4.41
|
%
|
||
Term ABS 2016-2
|
|
|
|
||||
Principal balance outstanding
|
$
|
124.4
|
|
|
$
|
184.5
|
|
Loans pledged as collateral
|
295.0
|
|
|
335.0
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
33.7
|
|
|
28.3
|
|
||
Interest rate
|
3.57
|
%
|
|
3.20
|
%
|
||
|
|
|
|
Term ABS 2016-3
|
|
|
|
||||
Principal balance outstanding
|
$
|
232.5
|
|
|
$
|
300.6
|
|
Loans pledged as collateral
|
341.0
|
|
|
392.7
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
36.2
|
|
|
30.7
|
|
||
Interest rate
|
2.72
|
%
|
|
2.59
|
%
|
||
Term ABS 2017-1
|
|
|
|
||||
Principal balance outstanding
|
$
|
323.8
|
|
|
$
|
350.0
|
|
Loans pledged as collateral
|
412.1
|
|
|
429.8
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
39.1
|
|
|
30.9
|
|
||
Interest rate
|
2.79
|
%
|
|
2.78
|
%
|
||
Term ABS 2017-2
|
|
|
|
||||
Principal balance outstanding
|
$
|
450.0
|
|
|
$
|
450.0
|
|
Loans pledged as collateral
|
542.7
|
|
|
548.4
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
50.7
|
|
|
39.4
|
|
||
Interest rate
|
2.72
|
%
|
|
2.72
|
%
|
||
Term ABS 2017-3
|
|
|
|
||||
Principal balance outstanding
|
$
|
350.0
|
|
|
$
|
350.0
|
|
Loans pledged as collateral
|
427.1
|
|
|
426.1
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
37.2
|
|
|
28.6
|
|
||
Interest rate
|
2.88
|
%
|
|
2.88
|
%
|
||
Term ABS 2018-1
|
|
|
|
||||
Principal balance outstanding
|
$
|
500.0
|
|
|
$
|
500.0
|
|
Loans pledged as collateral
|
615.0
|
|
|
614.5
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
53.2
|
|
|
41.8
|
|
||
Interest rate
|
3.24
|
%
|
|
3.24
|
%
|
||
Term ABS 2018-2
|
|
|
|
||||
Principal balance outstanding
|
$
|
450.0
|
|
|
$
|
450.0
|
|
Loans pledged as collateral
|
543.8
|
|
|
552.2
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
47.7
|
|
|
36.3
|
|
||
Interest rate
|
3.68
|
%
|
|
3.68
|
%
|
||
Term ABS 2018-3
|
|
|
|
||||
Principal balance outstanding
|
$
|
398.3
|
|
|
$
|
398.3
|
|
Loans pledged as collateral
|
568.6
|
|
|
578.8
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
42.8
|
|
|
33.6
|
|
||
Interest rate
|
3.72
|
%
|
|
3.72
|
%
|
||
Term ABS 2019-1
|
|
|
|
||||
Principal balance outstanding
|
$
|
402.5
|
|
|
$
|
—
|
|
Loans pledged as collateral
|
536.9
|
|
|
—
|
|
||
Restricted cash and cash equivalents pledged as collateral
|
38.3
|
|
|
—
|
|
||
Interest rate
|
3.53
|
%
|
|
—
|
%
|
||
2021 Senior Notes
|
|
|
|
||||
Principal balance outstanding
|
$
|
300.0
|
|
|
$
|
300.0
|
|
Interest rate
|
6.125
|
%
|
|
6.125
|
%
|
||
2023 Senior Notes
|
|
|
|
||||
Principal balance outstanding
|
$
|
250.0
|
|
|
$
|
250.0
|
|
Interest rate
|
7.375
|
%
|
|
7.375
|
%
|
||
2026 Senior Notes
|
|
|
|
||||
Principal balance outstanding
|
$
|
400.0
|
|
|
$
|
—
|
|
Interest rate
|
6.625
|
%
|
|
—
|
%
|
Mortgage Note
|
|
|
|
||||
Principal balance outstanding
|
$
|
11.7
|
|
|
$
|
11.9
|
|
Interest rate
|
3.99
|
%
|
|
3.85
|
%
|
(1)
|
Availability may be limited by the amount of assets pledged as collateral.
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|||||||
As of March 31, 2019
|
|||||||||||||||||
Facility Amount
|
|
Facility Name
|
|
Purpose
|
|
Start
|
|
End
|
|
Notional
|
|
Cap Interest Rate (1)
|
|||||
$
|
400.0
|
|
|
Warehouse Facility II
|
|
Cap Floating Rate
|
|
12/2017
|
|
12/2020
|
|
$
|
205.0
|
|
|
5.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
250.0
|
|
|
Warehouse Facility IV
|
|
Cap Floating Rate
|
|
04/2016
|
|
04/2019
|
|
6.3
|
|
|
5.50
|
%
|
||
|
|
|
|
Cap Floating Rate
|
|
05/2017
|
|
04/2021
|
|
93.7
|
|
|
6.50
|
%
|
|||
|
|
|
|
Cap Floating Rate
|
|
05/2018
|
|
04/2021
|
|
150.0
|
|
|
6.50
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
250.0
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
100.0
|
|
|
Warehouse Facility V
|
|
Cap Floating Rate
|
|
08/2018
|
|
08/2023
|
|
75.0
|
|
|
6.50
|
%
|
||
150.0
|
|
|
Warehouse Facility VII
|
|
Cap Floating Rate
|
|
12/2017
|
|
11/2021
|
|
150.0
|
|
|
5.50
|
%
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|||||||
As of December 31, 2018
|
|||||||||||||||||
Facility Amount
|
|
Facility Name
|
|
Purpose
|
|
Start
|
|
End
|
|
Notional
|
|
Cap Interest Rate (1)
|
|||||
$
|
400.0
|
|
|
Warehouse Facility II
|
|
Cap Floating Rate
|
|
12/2017
|
|
12/2020
|
|
$
|
205.0
|
|
|
5.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
250.0
|
|
|
Warehouse Facility IV
|
|
Cap Floating Rate
|
|
04/2016
|
|
04/2019
|
|
25.0
|
|
|
5.50
|
%
|
||
|
|
|
|
Cap Floating Rate
|
|
05/2017
|
|
04/2021
|
|
75.0
|
|
|
6.50
|
%
|
|||
|
|
|
|
Cap Floating Rate
|
|
05/2018
|
|
04/2021
|
|
150.0
|
|
|
6.50
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
250.0
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
100.0
|
|
|
Warehouse Facility V
|
|
Cap Floating Rate
|
|
08/2018
|
|
08/2023
|
|
75.0
|
|
|
6.50
|
%
|
||
125.3
|
|
|
Term ABS 2016-1
|
|
Cap Floating Rate
|
|
04/2016
|
|
02/2019
|
|
64.2
|
|
|
5.00
|
%
|
||
150.0
|
|
|
Warehouse Facility VII
|
|
Cap Floating Rate
|
|
12/2017
|
|
11/2021
|
|
150.0
|
|
|
5.50
|
%
|
(1)
|
Rate excludes the spread over the LIBOR rate.
|
|
For the Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
U.S. federal statutory income tax rate
|
21.0
|
%
|
|
21.0
|
%
|
State income taxes
|
2.8
|
%
|
|
2.4
|
%
|
Excess tax benefits from stock-based compensation plans
|
-3.8
|
%
|
|
-0.1
|
%
|
Other
|
0.3
|
%
|
|
0.5
|
%
|
Effective income tax rate
|
20.3
|
%
|
|
23.8
|
%
|
|
For the Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
Weighted average shares outstanding:
|
|
|
|
||
Common shares
|
18,669,719
|
|
|
19,153,649
|
|
Vested restricted stock units
|
285,472
|
|
|
284,086
|
|
Basic number of weighted average shares outstanding
|
18,955,191
|
|
|
19,437,735
|
|
Dilutive effect of restricted stock and restricted stock units
|
49,307
|
|
|
35,828
|
|
Dilutive number of weighted average shares outstanding
|
19,004,498
|
|
|
19,473,563
|
|
(Dollars in millions)
|
|
For the Three Months Ended March 31,
|
||||||||||||
|
|
2019
|
|
2018
|
||||||||||
Stock Repurchases
|
|
Number of Shares Repurchased
|
|
Cost
|
|
Number of Shares Repurchased
|
|
Cost
|
||||||
Open Market (1)
|
|
225,915
|
|
|
$
|
91.0
|
|
|
—
|
|
|
$
|
—
|
|
Other (2)
|
|
42,696
|
|
|
18.2
|
|
|
6,185
|
|
|
2.0
|
|
||
Total
|
|
268,611
|
|
|
$
|
109.2
|
|
|
6,185
|
|
|
$
|
2.0
|
|
(1)
|
Represents repurchases under authorizations by the board of directors for the repurchase of shares by us from time to time in the open market or in privately negotiated transactions. On February 13, 2017, the board of directors authorized the repurchase of up to
one million
shares of our common stock in addition to the board’s prior authorizations. As of
March 31, 2019
, we had authorization to repurchase
213,550
shares of our common stock.
|
(2)
|
Represents shares of common stock released to us by team members as payment of tax withholdings upon the vesting of restricted stock and restricted stock units and the conversion of restricted stock units to common stock.
|
(In millions)
|
|
For the Three Months Ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Restricted stock
|
|
$
|
0.8
|
|
|
$
|
0.7
|
|
Restricted stock units
|
|
1.4
|
|
|
2.4
|
|
||
Total
|
|
$
|
2.2
|
|
|
$
|
3.1
|
|
Restricted Stock
|
|
Number of Shares
|
|
Weighted Average Grant-Date Fair Value Per Share
|
|||
Non-vested as of December 31, 2018
|
|
150,647
|
|
|
$
|
117.41
|
|
Granted
|
|
5,301
|
|
|
441.54
|
|
|
Vested
|
|
(17,971
|
)
|
|
148.14
|
|
|
Forfeited
|
|
(19
|
)
|
|
350.41
|
|
|
Non-vested as of March 31, 2019
|
|
137,958
|
|
|
$
|
125.83
|
|
Restricted Stock Units
|
|
Number of Restricted
Stock Units |
|
Weighted Average Grant-Date Fair Value Per Share
|
|||
Outstanding as of December 31, 2018
|
|
516,773
|
|
|
$
|
127.07
|
|
Granted
|
|
1,500
|
|
|
436.41
|
|
|
Converted
|
|
(87,842
|
)
|
|
106.54
|
|
|
Outstanding as of March 31, 2019
|
|
430,431
|
|
|
$
|
132.34
|
|
|
|
Forecasted Collection Percentage as of (1)
|
|
Current Forecast Variance from
|
|||||||||||
Consumer Loan Assignment Year
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Initial Forecast
|
|
December 31, 2018
|
|
Initial Forecast
|
|||||
2010
|
|
77.7
|
%
|
|
77.7
|
%
|
|
73.6
|
%
|
|
0.0
|
%
|
|
4.1
|
%
|
2011
|
|
74.8
|
%
|
|
74.7
|
%
|
|
72.5
|
%
|
|
0.1
|
%
|
|
2.3
|
%
|
2012
|
|
73.8
|
%
|
|
73.8
|
%
|
|
71.4
|
%
|
|
0.0
|
%
|
|
2.4
|
%
|
2013
|
|
73.5
|
%
|
|
73.5
|
%
|
|
72.0
|
%
|
|
0.0
|
%
|
|
1.5
|
%
|
2014
|
|
71.7
|
%
|
|
71.7
|
%
|
|
71.8
|
%
|
|
0.0
|
%
|
|
-0.1
|
%
|
2015
|
|
65.4
|
%
|
|
65.4
|
%
|
|
67.7
|
%
|
|
0.0
|
%
|
|
-2.3
|
%
|
2016
|
|
64.1
|
%
|
|
64.2
|
%
|
|
65.4
|
%
|
|
-0.1
|
%
|
|
-1.3
|
%
|
2017
|
|
65.2
|
%
|
|
65.5
|
%
|
|
64.0
|
%
|
|
-0.3
|
%
|
|
1.2
|
%
|
2018
|
|
65.5
|
%
|
|
65.0
|
%
|
|
63.6
|
%
|
|
0.5
|
%
|
|
1.9
|
%
|
2019
|
|
64.1
|
%
|
|
—
|
|
|
63.9
|
%
|
|
—
|
|
|
0.2
|
%
|
(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. Forecasted collection rates are negatively impacted by canceled Consumer Loans as the contractual amount owed is not removed from the denominator for purposes of computing forecasted collection rates in the table.
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
For the Three Months Ended
March 31, |
||||||
Increase (Decrease) in Forecasted Net Cash Flows
|
|
2019
|
|
2018
|
||||
Dealer Loans
|
|
$
|
0.5
|
|
|
$
|
(6.1
|
)
|
Purchased Loans
|
|
16.2
|
|
|
(4.7
|
)
|
||
Total Loans
|
|
$
|
16.7
|
|
|
$
|
(10.8
|
)
|
|
|
Average
|
|||||||||
Consumer Loan Assignment Year
|
|
Consumer Loan (1)
|
|
Advance (2)
|
|
Initial Loan Term (in months)
|
|||||
2010
|
|
$
|
14,480
|
|
|
$
|
6,473
|
|
|
41
|
|
2011
|
|
15,686
|
|
|
7,137
|
|
|
46
|
|
||
2012
|
|
15,468
|
|
|
7,165
|
|
|
47
|
|
||
2013
|
|
15,445
|
|
|
7,344
|
|
|
47
|
|
||
2014
|
|
15,692
|
|
|
7,492
|
|
|
47
|
|
||
2015
|
|
16,354
|
|
|
7,272
|
|
|
50
|
|
||
2016
|
|
18,218
|
|
|
7,976
|
|
|
53
|
|
||
2017
|
|
20,230
|
|
|
8,746
|
|
|
55
|
|
||
2018
|
|
22,158
|
|
|
9,635
|
|
|
57
|
|
||
2019
|
|
22,321
|
|
|
9,795
|
|
|
57
|
|
(1)
|
Represents the repayments that we were contractually owed on Consumer Loans at the time of assignment, which include both principal and interest.
|
(2)
|
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. Payments of Dealer Holdback and accelerated Dealer Holdback are not included.
|
|
|
|
|
|
|
|
|
|
As of March 31, 2019
|
||||||||||
Consumer Loan Assignment Year
|
|
Forecasted Collection %
|
|
Advance % (1)
|
|
Spread %
|
|
% of Forecast Realized (2)
|
||||
2010
|
|
77.7
|
%
|
|
44.7
|
%
|
|
33.0
|
%
|
|
99.7
|
%
|
2011
|
|
74.8
|
%
|
|
45.5
|
%
|
|
29.3
|
%
|
|
99.4
|
%
|
2012
|
|
73.8
|
%
|
|
46.3
|
%
|
|
27.5
|
%
|
|
98.9
|
%
|
2013
|
|
73.5
|
%
|
|
47.6
|
%
|
|
25.9
|
%
|
|
98.3
|
%
|
2014
|
|
71.7
|
%
|
|
47.7
|
%
|
|
24.0
|
%
|
|
96.4
|
%
|
2015
|
|
65.4
|
%
|
|
44.5
|
%
|
|
20.9
|
%
|
|
89.6
|
%
|
2016
|
|
64.1
|
%
|
|
43.8
|
%
|
|
20.3
|
%
|
|
74.7
|
%
|
2017
|
|
65.2
|
%
|
|
43.2
|
%
|
|
22.0
|
%
|
|
52.9
|
%
|
2018
|
|
65.5
|
%
|
|
43.5
|
%
|
|
22.0
|
%
|
|
23.6
|
%
|
2019
|
|
64.1
|
%
|
|
43.9
|
%
|
|
20.2
|
%
|
|
2.4
|
%
|
(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 as a percentage of the initial balance of the Consumer Loans. Payments of Dealer Holdback and accelerated Dealer Holdback are not included.
|
(2)
|
Presented as a percentage of total forecasted collections.
|
|
|
|
|
|
|
|
|
|
Dealer Loans
|
|
Purchased Loans
|
||||||||||||||
|
|
Forecasted Collection Percentage as of (1)
|
|
|
|
Forecasted Collection Percentage as of (1)
|
|
|
||||||||||
Consumer Loan Assignment Year
|
|
March 31, 2019
|
|
Initial
Forecast |
|
Variance
|
|
March 31, 2019
|
|
Initial
Forecast |
|
Variance
|
||||||
2010
|
|
77.6
|
%
|
|
73.6
|
%
|
|
4.0
|
%
|
|
78.7
|
%
|
|
73.1
|
%
|
|
5.6
|
%
|
2011
|
|
74.6
|
%
|
|
72.4
|
%
|
|
2.2
|
%
|
|
76.3
|
%
|
|
72.7
|
%
|
|
3.6
|
%
|
2012
|
|
73.7
|
%
|
|
71.3
|
%
|
|
2.4
|
%
|
|
75.9
|
%
|
|
71.4
|
%
|
|
4.5
|
%
|
2013
|
|
73.4
|
%
|
|
72.1
|
%
|
|
1.3
|
%
|
|
74.4
|
%
|
|
71.6
|
%
|
|
2.8
|
%
|
2014
|
|
71.6
|
%
|
|
71.9
|
%
|
|
-0.3
|
%
|
|
72.6
|
%
|
|
70.9
|
%
|
|
1.7
|
%
|
2015
|
|
64.7
|
%
|
|
67.5
|
%
|
|
-2.8
|
%
|
|
69.4
|
%
|
|
68.5
|
%
|
|
0.9
|
%
|
2016
|
|
63.2
|
%
|
|
65.1
|
%
|
|
-1.9
|
%
|
|
66.7
|
%
|
|
66.5
|
%
|
|
0.2
|
%
|
2017
|
|
64.6
|
%
|
|
63.8
|
%
|
|
0.8
|
%
|
|
66.8
|
%
|
|
64.6
|
%
|
|
2.2
|
%
|
2018
|
|
65.1
|
%
|
|
63.6
|
%
|
|
1.5
|
%
|
|
66.4
|
%
|
|
63.5
|
%
|
|
2.9
|
%
|
2019
|
|
64.1
|
%
|
|
64.0
|
%
|
|
0.1
|
%
|
|
64.1
|
%
|
|
63.8
|
%
|
|
0.3
|
%
|
(1)
|
The forecasted collection rates presented for Dealer Loans and Purchased Loans reflect the Consumer Loan classification at the time of assignment.
|
|
|
Dealer Loans
|
|
Purchased Loans
|
||||||||||||||
Consumer Loan Assignment Year
|
|
Forecasted Collection % (1)
|
|
Advance % (1)(2)
|
|
Spread %
|
|
Forecasted Collection % (1)
|
|
Advance % (1)(2)
|
|
Spread %
|
||||||
2010
|
|
77.6
|
%
|
|
44.4
|
%
|
|
33.2
|
%
|
|
78.7
|
%
|
|
47.3
|
%
|
|
31.4
|
%
|
2011
|
|
74.6
|
%
|
|
45.1
|
%
|
|
29.5
|
%
|
|
76.3
|
%
|
|
49.3
|
%
|
|
27.0
|
%
|
2012
|
|
73.7
|
%
|
|
46.0
|
%
|
|
27.7
|
%
|
|
75.9
|
%
|
|
50.0
|
%
|
|
25.9
|
%
|
2013
|
|
73.4
|
%
|
|
47.2
|
%
|
|
26.2
|
%
|
|
74.4
|
%
|
|
51.5
|
%
|
|
22.9
|
%
|
2014
|
|
71.6
|
%
|
|
47.2
|
%
|
|
24.4
|
%
|
|
72.6
|
%
|
|
51.8
|
%
|
|
20.8
|
%
|
2015
|
|
64.7
|
%
|
|
43.4
|
%
|
|
21.3
|
%
|
|
69.4
|
%
|
|
50.2
|
%
|
|
19.2
|
%
|
2016
|
|
63.2
|
%
|
|
42.1
|
%
|
|
21.1
|
%
|
|
66.7
|
%
|
|
48.6
|
%
|
|
18.1
|
%
|
2017
|
|
64.6
|
%
|
|
42.1
|
%
|
|
22.5
|
%
|
|
66.8
|
%
|
|
45.8
|
%
|
|
21.0
|
%
|
2018
|
|
65.1
|
%
|
|
42.7
|
%
|
|
22.4
|
%
|
|
66.4
|
%
|
|
45.2
|
%
|
|
21.2
|
%
|
2019
|
|
64.1
|
%
|
|
43.1
|
%
|
|
21.0
|
%
|
|
64.1
|
%
|
|
45.4
|
%
|
|
18.7
|
%
|
(1)
|
The forecasted collection rates and advance rates presented for Dealer Loans and Purchased Loans reflect the Consumer Loan classification at the time of assignment.
|
(2)
|
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 as a percentage of the initial balance of the Consumer Loans. Payments of Dealer Holdback and accelerated Dealer Holdback are not included.
|
|
|
Year over Year Percent Change
|
||||
Three Months Ended
|
|
Unit Volume
|
|
Dollar Volume (1)
|
||
March 31, 2018
|
|
18.5
|
%
|
|
32.9
|
%
|
June 30, 2018
|
|
19.8
|
%
|
|
34.7
|
%
|
September 30, 2018
|
|
9.4
|
%
|
|
20.3
|
%
|
December 31, 2018
|
|
5.9
|
%
|
|
12.4
|
%
|
March 31, 2019
|
|
0.4
|
%
|
|
5.1
|
%
|
(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. Payments of Dealer Holdback and accelerated Dealer Holdback are not included.
|
|
For the Three Months Ended March 31,
|
|||||||
|
2019
|
|
2018
|
|
% Change
|
|||
Consumer Loan unit volume
|
112,844
|
|
|
112,345
|
|
|
0.4
|
%
|
Active Dealers (1)
|
9,633
|
|
|
8,762
|
|
|
9.9
|
%
|
Average volume per active Dealer
|
11.7
|
|
|
12.8
|
|
|
-8.6
|
%
|
|
|
|
|
|
|
|||
Consumer Loan unit volume from Dealers active both periods
|
86,890
|
|
|
96,363
|
|
|
-9.8
|
%
|
Dealers active both periods
|
6,055
|
|
|
6,055
|
|
|
—
|
|
Average volume per Dealer active both periods
|
14.4
|
|
|
15.9
|
|
|
-9.8
|
%
|
|
|
|
|
|
|
|||
Consumer Loan unit volume from Dealers
not
active both periods
|
25,954
|
|
|
15,982
|
|
|
62.4
|
%
|
Dealers
not
active both periods
|
3,578
|
|
|
2,707
|
|
|
32.2
|
%
|
Average volume per Dealer
not
active both periods
|
7.3
|
|
|
5.9
|
|
|
23.7
|
%
|
(1)
|
Active Dealers are Dealers who have received funding for at least one Consumer Loan during the period.
|
|
For the Three Months Ended March 31,
|
|||||||
|
2019
|
|
2018
|
|
% Change
|
|||
Consumer Loan unit volume from new active Dealers
|
6,082
|
|
|
6,111
|
|
|
-0.5
|
%
|
New active Dealers (1)
|
1,224
|
|
|
1,158
|
|
|
5.7
|
%
|
Average volume per new active Dealer
|
5.0
|
|
|
5.3
|
|
|
-5.7
|
%
|
|
|
|
|
|
|
|||
Attrition (2)
|
-14.2
|
%
|
|
-17.4
|
%
|
|
|
(1)
|
New active Dealers are Dealers who enrolled in our program and have received funding for their first Loan from us during the period.
|
(2)
|
Attrition is measured according to the following formula: decrease in Consumer Loan unit volume from Dealers who have received funding for at least one Loan during the comparable period of the prior year but did not receive funding for any Loans during the current period divided by prior year comparable period Consumer Loan unit volume.
|
|
|
Unit Volume
|
|
Dollar Volume (1)
|
||||||||
Three Months Ended
|
|
Dealer Loans
|
|
Purchased Loans
|
|
Dealer Loans
|
|
Purchased Loans
|
||||
March 31, 2018
|
|
70.1
|
%
|
|
29.9
|
%
|
|
67.4
|
%
|
|
32.6
|
%
|
June 30, 2018
|
|
69.7
|
%
|
|
30.3
|
%
|
|
66.8
|
%
|
|
33.2
|
%
|
September 30, 2018
|
|
69.5
|
%
|
|
30.5
|
%
|
|
67.0
|
%
|
|
33.0
|
%
|
December 31, 2018
|
|
69.4
|
%
|
|
30.6
|
%
|
|
67.4
|
%
|
|
32.6
|
%
|
March 31, 2019
|
|
67.4
|
%
|
|
32.6
|
%
|
|
65.0
|
%
|
|
35.0
|
%
|
(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. Payments of Dealer Holdback and accelerated Dealer Holdback are not included.
|
(Dollars in millions, except per share data)
|
For the Three Months Ended
March 31, |
|||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Finance charges
|
$
|
321.9
|
|
|
$
|
270.3
|
|
|
$
|
51.6
|
|
|
19.1
|
%
|
Premiums earned
|
12.2
|
|
|
10.3
|
|
|
1.9
|
|
|
18.4
|
%
|
|||
Other income
|
19.7
|
|
|
15.0
|
|
|
4.7
|
|
|
31.3
|
%
|
|||
Total revenue
|
353.8
|
|
|
295.6
|
|
|
58.2
|
|
|
19.7
|
%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||
Salaries and wages (1)
|
48.7
|
|
|
42.5
|
|
|
6.2
|
|
|
14.6
|
%
|
|||
General and administrative (1)
|
13.9
|
|
|
14.5
|
|
|
(0.6
|
)
|
|
-4.1
|
%
|
|||
Sales and marketing (1)
|
18.8
|
|
|
17.8
|
|
|
1.0
|
|
|
5.6
|
%
|
|||
Provision for credit losses
|
14.5
|
|
|
23.4
|
|
|
(8.9
|
)
|
|
-38.0
|
%
|
|||
Interest
|
45.0
|
|
|
34.5
|
|
|
10.5
|
|
|
30.4
|
%
|
|||
Provision for claims
|
6.6
|
|
|
5.2
|
|
|
1.4
|
|
|
26.9
|
%
|
|||
Total costs and expenses
|
147.5
|
|
|
137.9
|
|
|
9.6
|
|
|
7.0
|
%
|
|||
Income before provision for income taxes
|
206.3
|
|
|
157.7
|
|
|
48.6
|
|
|
30.8
|
%
|
|||
Provision for income taxes
|
41.9
|
|
|
37.6
|
|
|
4.3
|
|
|
11.4
|
%
|
|||
Net income
|
$
|
164.4
|
|
|
$
|
120.1
|
|
|
$
|
44.3
|
|
|
36.9
|
%
|
Net income per share:
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
8.67
|
|
|
$
|
6.18
|
|
|
$
|
2.49
|
|
|
40.3
|
%
|
Diluted
|
$
|
8.65
|
|
|
$
|
6.17
|
|
|
$
|
2.48
|
|
|
40.2
|
%
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||
Basic
|
18,955,191
|
|
|
19,437,735
|
|
|
(482,544
|
)
|
|
-2.5
|
%
|
|||
Diluted
|
19,004,498
|
|
|
19,473,563
|
|
|
(469,065
|
)
|
|
-2.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||
(1) Operating expenses
|
$
|
81.4
|
|
|
$
|
74.8
|
|
|
$
|
6.6
|
|
|
8.8
|
%
|
(Dollars in millions)
|
For the Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Average net Loans receivable balance
|
$
|
5,894.1
|
|
|
$
|
4,781.0
|
|
|
$
|
1,113.1
|
|
Average yield on our Loan portfolio
|
21.8
|
%
|
|
22.6
|
%
|
|
-0.8
|
%
|
(In millions)
|
Year over Year Change
|
||
Impact on finance charges:
|
For the Three Months Ended March 31, 2019
|
||
Due to an increase in the average net Loans receivable balance
|
$
|
62.9
|
|
Due to a decrease in the average yield
|
(11.3
|
)
|
|
Total increase in finance charges
|
$
|
51.6
|
|
•
|
An increase of $4.1 million in cash-based incentive compensation expense primarily due to an improvement in Company performance measures.
|
•
|
Excluding the change in cash-based incentive compensation expense, salaries and wages expense increased $2.1 million, primarily related to our support function as a result of an increase in the number of team members.
|
(Dollars in millions)
|
For the Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Interest expense
|
$
|
45.0
|
|
|
$
|
34.5
|
|
|
$
|
10.5
|
|
Average outstanding debt principal balance (1)
|
4,019.5
|
|
|
3,303.1
|
|
|
716.4
|
|
|||
Average cost of debt
|
4.5
|
%
|
|
4.2
|
%
|
|
0.3
|
%
|
(1)
|
Includes the unamortized debt discount and excludes deferred debt issuance costs.
|
(In millions)
|
|
|
||
Year
|
|
Scheduled Principal Debt Maturities (1)
|
||
Remainder of 2019
|
|
$
|
845.6
|
|
2020
|
|
1,327.6
|
|
|
2021
|
|
1,291.0
|
|
|
2022
|
|
134.8
|
|
|
2023
|
|
259.5
|
|
|
Over five years
|
|
400.0
|
|
|
Total
|
|
$
|
4,258.5
|
|
(1)
|
The principal maturities of certain financings are estimated based on forecasted collections.
|
•
|
Our inability to accurately forecast and estimate the amount and timing of future collections could have a material adverse effect on results of operations.
|
•
|
We may be unable to execute our business strategy due to current economic conditions.
|
•
|
We may be unable to continue to access or renew funding sources and obtain capital needed to maintain and grow our business.
|
•
|
The terms of our debt limit how we conduct our business.
|
•
|
A violation of the terms of our Term ABS facilities or Warehouse facilities could have a material adverse impact on our operations.
|
•
|
The conditions of the U.S. and international capital markets may adversely affect lenders with which we have relationships, causing us to incur additional costs and reducing our sources of liquidity, which may adversely affect our financial position, liquidity and results of operations.
|
•
|
Our substantial debt could negatively impact our business, prevent us from satisfying our debt obligations and adversely affect our financial condition.
|
•
|
Due to competition from traditional financing sources and non-traditional lenders, we may not be able to compete successfully.
|
•
|
We may not be able to generate sufficient cash flows to service our outstanding debt and fund operations and may be forced to take other actions to satisfy our obligations under such debt.
|
•
|
Interest rate fluctuations may adversely affect our borrowing costs, profitability and liquidity.
|
•
|
Reduction in our credit rating could increase the cost of our funding from, and restrict our access to, the capital markets and adversely affect our liquidity, financial condition and results of operations.
|
•
|
We may incur substantially more debt and other liabilities. This could exacerbate further the risks associated with our current debt levels.
|
•
|
The regulation to which we are or may become subject could result in a material adverse effect on our business.
|
•
|
Adverse changes in economic conditions, the automobile or finance industries, or the non-prime consumer market could adversely affect our financial position, liquidity and results of operations, the ability of key vendors that we depend on to supply us with services, and our ability to enter into future financing transactions.
|
•
|
Litigation we are involved in from time to time may adversely affect our financial condition, results of operations and cash flows.
|
•
|
Changes in tax laws and the resolution of uncertain income tax matters could have a material adverse effect on our results of operations and cash flows from operations.
|
•
|
Our dependence on technology could have a material adverse effect on our business.
|
•
|
Our use of electronic contracts could impact our ability to perfect our ownership or security interest in Consumer Loans.
|
•
|
Reliance on third parties to administer our ancillary product offerings could adversely affect our business and financial results.
|
•
|
We are dependent on our senior management and the loss of any of these individuals or an inability to hire additional team members could adversely affect our ability to operate profitably.
|
•
|
Our reputation is a key asset to our business, and our business may be affected by how we are perceived in the marketplace.
|
•
|
The concentration of our Dealers in several states could adversely affect us.
|
•
|
Failure to properly safeguard confidential consumer and team member information could subject us to liability, decrease our profitability and damage our reputation.
|
•
|
A small number of our shareholders have the ability to significantly influence matters requiring shareholder approval and such shareholders have interests which may conflict with the interests of our other security holders.
|
•
|
Reliance on our outsourced business functions could adversely affect our business.
|
•
|
Our ability to hire and retain foreign information technology personnel could be hindered by immigration restrictions.
|
•
|
Natural disasters, acts of war, terrorist attacks and threats or the escalation of military activity in response to these attacks or otherwise may negatively affect our business, financial condition and results of operations.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
|
||||
January 1 to January 31, 2019
|
|
235,825
|
|
(2)
|
$
|
403.23
|
|
|
213,416
|
|
|
226,049
|
February 1 to February 28, 2019
|
|
26,371
|
|
(3)
|
423.52
|
|
|
12,499
|
|
|
213,550
|
|
March 1 to March 31, 2019
|
|
6,415
|
|
(4)
|
446.83
|
|
|
—
|
|
|
213,550
|
|
|
|
268,611
|
|
|
$
|
406.26
|
|
|
225,915
|
|
|
|
(1)
|
On February 13, 2017, our board of directors authorized the repurchase by us from time to time in the open market or in privately negotiated transactions of up to one million shares of our common stock (the "February 2017 Authorization"). The February 2017 Authorization, which was announced on February 17, 2017, does not have a specified expiration date.
|
(2)
|
Amount includes 22,409 shares of common stock released to us by team members as payment of tax withholdings upon the vesting of restricted stock units and the conversion of restricted stock units to common stock.
|
(3)
|
Amount includes 13,872 shares of common stock released to us by team members as payment of tax withholdings upon the conversion of restricted stock units to common stock and the vesting of restricted stock.
|
(4)
|
Amount consists of shares of common stock released to us by team members as payment of tax withholdings upon the vesting of restricted stock and restricted stock units.
|
|
CREDIT ACCEPTANCE CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/ Kenneth S. Booth
|
|
|
|
Kenneth S. Booth
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
Date:
|
April 29, 2019
|
|
1.
|
Performance Period
. The Performance Period commences on
January 1, 2019
and ends on
December 31, 2023
.
|
2.
|
Value of Restricted Stock Units
. Each Restricted Stock Unit shall represent and have a value equal to one share of common stock, par value $0.01, of the Company, subject to adjustment as provided in Section 6.01 of the Plan.
|
3.
|
Restricted Stock Units and Achievement of Performance Goal
. Restricted Stock Units shall vest ratably over the Performance Period in accordance with the provisions of Appendix A, provided that the Company achieves the performance goals set forth on Appendix A and Participant is providing services to the Company through the date on which the Committee certifies achievement of such goals (the “
Vesting Date
”).
|
4.
|
Termination Provisions
. Participant shall be eligible for payment of vested Restricted Stock Units on the Payment Date (as defined in Section 6 of this Agreement) provided that Participant is providing services to the Company through the applicable Vesting Date, regardless of whether the Participant is providing services to the Company through the Payment Date.
|
5.
|
Dividend Equivalents
. During the Performance Period, the Company shall credit to Participant, on each date that the Company pays a cash dividend to holders of common stock generally, an additional number of Restricted Stock Units (“
Additional Restricted Stock Units
”) equal to the total number of whole Restricted Stock Units and Additional Restricted Stock Units previously credited to Participant under this Agreement multiplied by the dollar amount of the cash dividend paid per share of common stock by the Company on such date, divided by the closing price of a share of common stock on such date. Any fractional Restricted Stock Unit resulting from such calculation shall be included in the Additional Restricted Stock Units. A report showing the number of Additional Restricted Stock Units so credited shall be sent to Participant periodically, as determined by the Company. The Additional Restricted Stock Units so credited shall be subject to the same terms and conditions as the Restricted Stock Units granted pursuant to this Agreement and the Additional Restricted Stock Units shall be forfeited in the event that the Restricted Stock Units with respect to which the dividend equivalents were paid are forfeited.
|
6.
|
Form and Timing of Restricted Stock Units
. Except as set forth in Section 11 of this Agreement, payment of the vested Restricted Stock Units shall be made in stock and payment of the earned and vested Restricted Stock Units shall be made on (or within 14 days following)
January 30, 2026
(the “
Payment Date
”).
|
7.
|
Tax Withholding
. No withholding or deduction shall be made by the Company in respect of the Restricted Stock Units. It is intended that the Participant shall be solely responsible for the withholding and/or payment of any federal, state, local or other taxes, including but not limited to, estimated taxes and self-employment taxes, as well as any interest or penalties that may be assessed, imposed or incurred as a result of the compensation paid under this Agreement.
|
8.
|
Nontransferability.
Restricted Stock Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
|
9.
|
Administration.
This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. Any inconsistency between the Agreement and the Plan shall be resolved in favor of the Plan.
|
10.
|
Specific Restrictions upon Shares
. The Participant hereby agrees with the Company as follows:
|
(a)
|
The Participant shall acquire the shares issuable with respect to the Restricted Stock Units granted hereunder for investment purposes only not with a view of resale or other distribution thereof to the public in violation of the Securities Act of 1933, as amended (the “
1933 Act
”) and shall not dispose of any such shares in transactions which, in the opinion of counsel to the Company, violate the 1933 Act, or the rules and regulations thereunder, or any applicable state securities or “Blue Sky” laws.
|
(b)
|
If any shares acquired with respect to the Restricted Stock Units shall be registered under the 1933 Act, no public offering (otherwise than on a national securities exchange, as defined in the Exchange Act) of any such shares shall be made by the Participant under such circumstances that he or she (or such other person) may be deemed an underwriter, as defined in the 1933 Act.
|
11.
|
Miscellaneous.
|
(a)
|
Change in Control
. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control, as provided by Section 6.02 of the Plan, (i) the restrictions applicable to the Restricted Stock Units granted under this Agreement shall lapse, the Performance Goal shall be deemed to have been achieved, and all other terms and conditions shall be deemed to have been satisfied and (ii) each Restricted Stock Unit shall be terminated on the Change in Control in exchange for a cash payment equal to the fair market value of the Restricted Stock Units, payable within thirty (30) days following the Change in Control.
|
(b)
|
Adjustments to Shares
. In the event of any merger, reorganization, recapitalization, stock dividend, stock split, extraordinary distribution with respect to the Stock or other change in corporate structure affecting the Stock, the Committee or Board of Directors of the Company will make such substitution or adjustments in the aggregate number and kind of shares of Stock subject to this Restricted Stock Unit Award to prevent dilution of rights.
|
(c)
|
Notices
. Any written notice required or permitted under this Agreement shall be deemed given when delivered personally, as appropriate either to the Participant or to the Human Resources Department of the Company, or when deposited in a United States Post Office as registered mail, postage prepaid, addressed as appropriate either to the Participant at his or her address as he or she
|
(d)
|
Failure to Enforce Not a Waiver
. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
|
(e)
|
Governing Law
. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed according to the laws of the State of Michigan.
|
(f)
|
Provision of Plan
. The Restricted Stock Units provided for herein and granted pursuant to the Plan, and said Restricted Stock Units and this Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Agreement, solely by reference or expressly cited herein. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.
|
(g)
|
Section 16 Compliance
. If the Participant is subject to Section 16 of the Exchange Act, except in the case of death or disability, or unless otherwise exempt, at least six months must elapse from the date of grant of the Restricted Stock Units hereunder to the date of the Participant’s disposition of such Restricted Stock Units.
|
(h)
|
Code Section 409A
. The Restricted Stock Units are intended to comply with Section 409A of the Code and shall be interpreted in accordance with Section 409A of the Code and Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the awards are granted. Notwithstanding any provision of the Plan or the Agreement to the contrary, in the event that the Committee determines that any award may or does not comply with Section 409A of the Code, the Company may adopt such amendments to the award (without Participant consent) or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (i) exempt the award from the application of Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to award, or (ii) comply with the requirements of Section 409A of the Code.
|
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If the Compound Annual Growth Rate of Adjusted EPS is at least 5%, one-fifth (20.0%) of the Restricted Stock Units shall vest.
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If the Compound Annual Growth Rate of Adjusted EPS is less than 5%, no Restricted Stock Units shall vest.
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If the Compound Annual Growth Rate of Adjusted EPS is at least 5%, one-fifth (20.0%) of the Restricted Stock Units shall vest. In addition, any Restricted Stock Units that were eligible to vest in Year 1, but did not vest in Year 1, shall vest.
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If the Compound Annual Growth Rate of Adjusted EPS is less than 5%, no Restricted Stock Units shall vest.
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If the Compound Annual Growth Rate of Adjusted EPS is at least 5%, one-fifth (20.0%) of the Restricted Stock Units shall vest. In addition, any Restricted Stock Units that were eligible to vest in Year 1 and Year 2, but did not vest in Year 1 or Year 2, shall vest.
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If the Compound Annual Growth Rate of Adjusted EPS is less than 5%, no Restricted Stock Units shall vest.
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If the Compound Annual Growth Rate of Adjusted EPS is at least 5%, one-fifth (20.0%) of the Restricted Stock Units shall vest. In addition, any Restricted Stock Units that were eligible to vest in Year 1, Year 2 and Year 3, but did not vest in Year 1, Year 2 or Year 3, shall vest.
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If the Compound Annual Growth Rate of Adjusted EPS is less than 5%, no Restricted Stock Units shall vest.
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If the Compound Annual Growth Rate of Adjusted EPS is at least 5%, one-fifth (20.0%) of the Restricted Stock Units shall vest. In addition, any Restricted Stock Units that were eligible to vest in Year 1, Year 2, Year 3 and Year 4, but did not vest in Year 1, Year 2, Year 3 or Year 4, shall vest.
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If the Compound Annual Growth Rate of Adjusted EPS is less than 5%, no Restricted Stock Units shall vest.
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The Floating Yield Adjustments as reported in the Company’s quarterly earnings releases,
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Adjustments made to eliminate the impact of different accounting treatments of certain items in the periods being compared,
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Adjustments made to eliminate the impact of non-recurring items,
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Adjustments made to eliminate the non-cash impact of valuing interest rate derivative products at fair value,
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Adjustments made to eliminate the results of discontinued operations,
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Adjustments made to eliminate any inconsistency in the tax rates used in the periods being compared.
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Year 1: (Year 1 Adjusted EPS divided by Base Year Adjusted EPS) minus 1
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Year 2: ((Year 2 Adjusted EPS divided by Base Year Adjusted EPS) raised to the power of 1/2) minus 1
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Year 3: ((Year 3 Adjusted EPS divided by Base Year Adjusted EPS) raised to the power of 1/3) minus 1
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Year 4: ((Year 4 Adjusted EPS divided by Base Year Adjusted EPS) raised to the power of 1/4) minus 1
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Year 5: ((Year 5 Adjusted EPS divided by Base Year Adjusted EPS) raised to the power of 1/5) minus 1
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Date:
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April 29, 2019
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By:
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/s/ Brett A. Roberts
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Brett A. Roberts
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Chief Executive Officer
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(Principal Executive Officer)
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Date:
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April 29, 2019
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By:
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/s/ Kenneth S. Booth
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Kenneth S. Booth
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Chief Financial Officer
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(Principal Financial Officer)
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Date:
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April 29, 2019
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By:
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/s/ Brett A. Roberts
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Brett A. Roberts
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Chief Executive Officer
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(Principal Executive Officer)
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Date:
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April 29, 2019
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By:
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/s/ Kenneth S. Booth
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Kenneth S. Booth
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Chief Financial Officer
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(Principal Financial Officer)
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