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Three and Six Month Renewable Unsecured Subordinated Notes One, Two, Three, Four, Five and Ten Year ... - page 3 / 40





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This summary highlights selected information from this prospectus and from our reports filed with the SEC, and may not contain all the information that may be important to you. You should read the entire prospectus and the other information that is incorporated by reference into this prospectus before making an investment decision. Certain industry terms that we use are defined in the glossary, which begins on page 37.


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

We were incorporated and began our operations in March 1991. From inception through December 31, 2009 and June 30, 2011 we have purchased a total of approximately $8.7 billion and $8.9 billion, respectively, of automobile contracts from dealers. In addition, we obtained a total of approximately $605.0 million of automobile contracts in mergers and acquisitions in 2002, 2003 and 2004. In 2004 and 2009, we were appointed as a third-party servicer for certain portfo- lios of automobile receivables originated and owned by entities not affiliated with us. During 2008, 2009 and 2010, unlike recent prior years, our managed portfolio decreased from the previous year due to our strategy of decreasing au- tomobile contract purchases to conserve our liquidity in response to adverse economic conditions, as discussed further below in “Risk Factors - We Need Substantial Liquidity to Operate Our Business. Our total managed portfolio was approximately $756.2 million at December 31, 2010, compared to $1,194.7 million at December 31, 2009, $1,664.1 million at December 31, 2008, $2,162.2 million as of December 31, 2007 and $1,565.9 million as of December 31, 2006. Our total managed portfolio was approximately $635.0 million at June 30, 2011, compared to $931.6 million at June 30, 2010.

We have incurred net losses every quarter subsequent to the quarter ended June 30, 2008. We have been adversely af- fected by the economic recession affecting the United States as a whole, by increased financing costs and decreased availability of capital to fund our purchases of automobile contracts, and by a decrease in the overall level of sales of automobiles and light trucks.

We purchase automobile contracts with the intention of placing them into securitizations. Securitizations are transac- tions in which we sell a specified pool of automobile contracts to a special purpose entity of ours, which in turn issues asset-backed securities to fund the purchase of the pool of automobile contracts from us. Depending on the structure of the securitization, the transaction may be properly accounted for as a sale of the automobile contracts or as a secured financing. Since September 2003, we have structured our securitization transactions to be reflected as secured financ- ings for financial accounting purposes, except that in September 2008 and September 2010, we securitized automobile contracts in structures treated as sales of the receivables for financial accounting purposes. $198.7 million of our auto- mobile contracts were securitized in the September 2008 securitization. The September 2010 transaction involved re- acquisition of the receivables securitized in the September 2008 transaction, retirement of the outstanding bonds, and issuance of new bonds carrying a lower weighted average coupon.

We are headquartered in Irvine, California, where most operational and administrative functions are centralized. All credit and underwriting functions are performed in our California headquarters, and we service our automobile contracts from our California headquarters and from three servicing branches in Virginia, Florida and Illinois. Our principal ex- ecutive offices are located at 19500 Jamboree Road, Irvine, California 92612, and our telephone number is (949) 753- 6800.


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