11. Fair Value Measurements

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

ASC 820, "Fair Value Measurements" clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy.

ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The three levels are defined as follows: level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

At the time of issuance, five warrants issued between 2008 and 2010 in conjunction with various debt financing transactions contained features that make them subject to derivative accounting. We valued these warrants using a binomial valuation model using a weighted average volatility assumption of 41%, weighted average term of 8 years and a risk free rate of 3.3%. On March 29, 2012 we agreed with the holders to amend three of the five warrants to remove the price reset features that resulted in derivative accounting. On the date of the amendment, we valued each of the three warrants using a binomial pricing model as described above. The aggregate value of the three amended warrants of $1.1 million was then reclassified from Accounts Payable to Common Stock. On June 25, 2012 we agreed with the holder to amend one other warrant that contained the “down round,” or price reset, features to remove those specific price reset terms. The $250,000 aggregate value of this amended warrant was reclassified from Accounts Payable to Common Stock on the date of the amendment. The fifth warrant with the “down round” feature was exercised on February 22, 2013. The $583,000 intrinsic value of this warrant was reclassified from Accounts Payable to Common Stock on the date of the exercise. As of March 31, 2013 all five of the warrants issued that previously contained price reset features have either been amended or exercised and are no longer subject to quarterly valuations.

In September 2008 we sold automobile contracts in a securitization that was structured as a sale for financial accounting purposes. In that sale, we retained both securities and a residual interest in the transaction that are measured at fair value. In September 2010 we took advantage of improvement in the market for asset-backed securities by re-securitizing the underlying receivables from our unrated September 2008 securitization. We also sold the securities retained from the September 2008 transaction. We describe below the valuation methodologies we use for the securities retained and the residual interest in the cash flows of the transaction, as well as the general classification of such instruments pursuant to the valuation hierarchy. The residual interest in such securitization is $3.5 million as of March 31, 2013 and $4.8 million as of December 31, 2012 and is classified as level 3 in the three-level valuation hierarchy. We determine the value of that residual interest using a discounted cash flow model that includes estimates for prepayments and losses. We use a discount rate of 20% per annum and a cumulative net loss rate of 14%. The assumptions we use are based on historical performance of automobile contracts we have originated and serviced in the past, adjusted for current market conditions. No gain or loss was recorded as a result of the re-securitization transaction described above.

In September 2011, we acquired $217.8 million of finance receivables from Fireside Bank for a purchase price of $199.6 million. The receivables were acquired by our wholly-owned special purpose subsidiary, CPS Fender Receivables, LLC, which issued a note for $197.3 million, with a fair value of $196.5 million. Since the Fireside receivables were originated by another entity with its own underwriting guidelines and procedures, we have elected to account for the Fireside receivables and the related debt secured by those receivables at their estimated fair values so that changes in fair value will be reflected in our results of operations as they occur. Interest income from the receivables and interest expense on the note are included in interest income and interest expense, respectively. Changes to the fair value of the receivables and debt are included in other income. Our level 3, unobservable inputs reflect our own assumptions about the factors that market participants use in pricing similar receivables and debt, and are based on the best information available in the circumstances. They include such inputs as estimated net charge-offs and timing of the amortization of the portfolio of finance receivables. Our estimate of the fair value of the Fireside receivables is performed on a pool basis, rather than separately on each individual receivable. The table below presents a reconciliation of the acquired finance receivables and related debt measured at fair value on a recurring basis using significant unobservable inputs:

	Three Months Ended
	March 31,
	2013			2012
	(in thousands)
Finance Receivables Measured at Fair Value:
Balance at beginning of period	$	59,668		$	160,253
Payments on finance receivables at fair value		(16,519	)		(36,500	)
Charge-offs on finance receivables at fair value		(1,001	)		(2,503	)
Discount accretion		886			4,163
Mark to fair value		(13	)		1,510
Balance at end of period	$	43,021		$	126,923
Debt Secured by Finance Receivables Measured at Fair Value:
Balance at beginning of period	$	57,107		$	166,828
Principal payments on debt at fair value		(17,930	)		(39,191	)
Premium accretion		1,104			2,980
Mark to fair value		106			2,400
Balance at end of period		40,387			133,017
Reduction for principal payments collected and payable		(5,687	)		(13,270	)
Adjusted balance at end of period	$	34,700		$	119,747

The table below compares the fair values of the Fireside receivables and the related secured debt to their contractual balances for the periods shown:

	March 31, 2013				December 31, 2012
	Contractual		Fair		Contractual		Fair
	Balance		Value		Balance		Value
	(In thousands)
Fireside receivables portfolio	$	43,284	$	43,021	$	60,804	$	59,668
Debt secured by Fireside receivables portfolio		23,466		40,387		41,365		57,107

Repossessed vehicle inventory, which is included in Other Assets on our balance sheet, is measured at fair value using level 2 assumptions based on our actual loss experience on sale of repossessed vehicles. At March 31, 2013, the finance receivables related to the repossessed vehicles in inventory totaled $14.2 million. We have applied a valuation adjustment of $7.2 million, which is based on a recovery rate of 49%, resulting in an estimated fair value and carrying amount of $7.0 million. The fair value and carrying amount of the repossessed inventory at December 31, 2012 was $5.7 million after applying a valuation adjustment of $6.4 million.

There were no transfers in or out of level 1 or level 2 assets and liabilities for the three months ended March 31, 2013 and 2012. We have no level 3 assets that are measured at fair value on a non-recurring basis. The table below presents a reconciliation for level 3 assets measured at fair value on a recurring basis using significant unobservable inputs:

	Three Months Ended
	March 31,
	2013			2012
	(in thousands)
Residual Interest in Securitizations:
Balance at beginning of period	$	4,824		$	4,414
Cash paid (received) during period		(1,319	)		(26	)
Included in earnings		–			224
Balance at end of period	$	3,505		$	4,612
Warrant Derivative Liability:
Balance at beginning of period	$	355		$	967
Included in earnings		228			203
Reclassification to equity		(583	)		(1,056	)
Balance at end of period	$	–		$	114

The following table provides certain qualitative information about our level 3 fair value measurements for assets and liabilities carried at fair value:

Financial Instrument	Fair Values as of						Inputs as of
	March 31,		December 31,		Valuation	Unobservable	March 31,		December 31,
	2013		2012		Techniques	Inputs	2013		2012
	(In thousands)
Assets:
Finance receivables measured at fair value	$	43,021	$	59,668	Discounted cash flows	Discount rate		20.4%		20.4%
						Cumulative net losses		5.5%		5.5%
						Monthly average prepayments		0.5%		0.5%
Residual interest in securitizations		3,505		4,824	Discounted cash flows	Discount rate		20.0%		20.0%
						Cumulative net losses		14.0%		13.5%
						Monthly average prepayments		0.5%		0.5%
Liabilities:
Warrant derivative liability	$	–	$	355	Binomial	Stock price		n/a		$5.36/sh
						Volatility		n/a		40.0%
						Risk free rate		n/a		1.26%
Debt secured by receivables measured at fair value		40,387		57,107	Discounted cash flows	Discount rate		16.2%		16.2%

The estimated fair values of financial assets and liabilities at March 31, 2013 and December 31, 2012, were as follows:

	As of March 31, 2013
Financial Instrument	(In thousands)
	Carrying		Fair Value Measurements Using:
	Value		Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	13,866	$	13,866	$	–	$	–	$	13,866
Restricted cash and equivalents		139,393		139,393		–		–		139,393
Finance receivables, net		832,549		–		–		822,921		822,921
Finance receivables measured at fair value		43,021		–		–		43,021		43,021
Residual interest in securitizations		3,505		–		–		3,505		3,505
Accrued interest receivable		10,602		–		–		10,602		10,602
Liabilities:
Warehouse lines of credit	$	26,676	$	–	$	–	$	26,676	$	26,676
Accrued interest payable		3,077		–		–		3,077		3,077
Residual interest financing		13,773		–		–		13,773		13,773
Debt secured by receivables measured at fair value		40,387		–		–		40,387		40,387
Securitization trust debt		901,679		–		–		913,591		913,591
Senior secured debt		50,789		–		–		50,789		50,789
Subordinated renewable notes		23,558		–		–		23,558		23,558

	As of December 31, 2012
Financial Instrument	(In thousands)
	Carrying		Fair Value Measurements Using:
	Value		Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	12,966	$	12,966	$	–	$	–	$	12,966
Restricted cash and equivalents		104,445		104,445		–		–		104,445
Finance receivables, net		744,749		–		–		740,511		740,511
Finance receivables measured at fair value		59,668		–		–		59,668		59,668
Residual interest in securitizations		4,824		–		–		4,824		4,824
Accrued interest receivable		10,411		–		–		10,411		10,411
Liabilities:
Warrant derivative liability	$	355	$	–	$	–	$	355	$	355
Warehouse lines of credit		21,731		–		–		21,731		21,731
Accrued interest payable		2,795		–		–		2,795		2,795
Residual interest financing		13,773		–		–		13,773		13,773
Debt secured by receivables measured at fair value		57,107		–		–		57,107		57,107
Securitization trust debt		792,497		–		–		803,290		803,290
Senior secured debt		50,135		–		–		50,135		50,135
Subordinated renewable notes		23,281		–		–		23,281		23,281

The following summary presents a description of the methodologies and assumptions used to estimate the fair value of our financial instruments. Much of the information used to determine fair value is highly subjective. When applicable, readily available market information has been utilized. However, for a significant portion of our financial instruments, active markets do not exist. Therefore, significant elements of judgment were required in estimating fair value for certain items. The subjective factors include, among other things, the estimated timing and amount of cash flows, risk characteristics, credit quality and interest rates, all of which are subject to change. Since the fair value is estimated as of March 31, 2013 and December 31, 2012, the amounts that will actually be realized or paid at settlement or maturity of the instruments could be significantly different.

Cash, Cash Equivalents and Restricted Cash and Equivalents

The carrying value equals fair value.

Finance Receivables, net

The fair value of finance receivables is estimated by discounting future cash flows expected to be collected using current rates at which similar receivables could be originated.

Finance Receivables Measured at Fair Value and Debt Secured by Receivables Measured at Fair Value

The carrying value equals fair value.

Residual Interest in Securitizations

The fair value is estimated by discounting future cash flows using credit and discount rates that we believe reflect the estimated credit, interest rate and prepayment risks associated with similar types of instruments.

Accrued Interest Receivable and Payable

The carrying value approximates fair value because the related interest rates are estimated to reflect current market conditions for similar types of instruments.

Warrant Derivative Liability

The method used to estimate fair value is described above.

Warehouse Lines of Credit, Residual Interest Financing, Senior Secured Debt and Subordinated Renewable Notes

The carrying value approximates fair value because the related interest rates are estimated to reflect current market conditions for similar types of secured instruments.

Securitization Trust Debt

The fair value is estimated by discounting future cash flows using interest rates that we believe reflects the current market rates.