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TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 31, 2002
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 0-26686
First Investors Financial Services Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Texas (State or Other Jurisdiction of Incorporation or Organization) |
76-0465087 (I.R.S. Employer Identification No.) |
|
675 Bering Drive, Suite 710 Houston, Texas (Address of Principal Executive Offices) |
77057 (Zip Code) |
(713) 977-2600
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Class |
Shares Outstanding At August 30, 2002 |
|
|---|---|---|
| Common Stock-$.001 Par Value | 5,026,269 |
FIRST INVESTORS FINANCIAL SERVICES GROUP, INC.
AND SUBSIDIARIES
FORM 10-Q
JULY 31, 2002
2
FIRST INVESTORS FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETSAPRIL 30, 2002 AND JULY 31, 2002
| |
April 30, 2002 |
July 31, 2002 |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| |
(Restated) |
(Unaudited) |
|||||||
| ASSETS | |||||||||
| Receivables Held for Investment, net | $ | 215,658,981 | $ | 213,827,825 | |||||
| Receivables Acquired for Investment, net | 9,019,906 | 6,827,231 | |||||||
| Cash and Short-Term Investments, including restricted cash of $23,409,146 and $23,953,775, respectively | 23,994,873 | 24,681,386 | |||||||
| Accrued Interest Receivable | 3,309,916 | 3,445,622 | |||||||
| Assets Held for Sale | 1,314,919 | 1,311,128 | |||||||
| Other Assets: | |||||||||
| Funds held under reinsurance agreement | 3,434,907 | 3,755,000 | |||||||
| Deferred financing costs and other assets, net of accumulated amortization and depreciation of $4,468,636 and $4,642,510, respectively | 4,543,743 | 4,180,260 | |||||||
| Current income taxes receivable, net | 786,574 | 1,001,735 | |||||||
| Deferred income taxes receivable, net | 994,650 | 579,782 | |||||||
| Interest rate derivative positions | 3,119,200 | 4,643,644 | |||||||
| Total assets | $ | 266,177,669 | $ | 264,253,613 | |||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||||||
| Debt: | |||||||||
| Warehouse credit facilities | $ | 31,213,433 | $ | 52,716,131 | |||||
| Term Notes | 183,259,784 | 160,471,277 | |||||||
| Acquisition term facility | 3,670,765 | 2,235,524 | |||||||
| Working capital facility | 11,798,520 | 10,963,073 | |||||||
| Other borrowings | 525,000 | 1,746,280 | |||||||
| Other Liabilities: | |||||||||
| Accounts payable and accrued liabilities | 2,041,980 | 2,055,087 | |||||||
| Interest rate derivative positions | 5,885,940 | 7,084,001 | |||||||
| Total liabilities | 238,395,422 | 237,271,373 | |||||||
Commitments and Contingencies |
|||||||||
| Minority Interest | 931,558 | 1,036,923 | |||||||
| Shareholders' Equity: | |||||||||
| Common stock, $0.001 par value, 10,000,000 shares authorized, 5,566,669 shares issued; 5,396,669 outstanding at April 30, 2002 and 5,026,269 outstanding at July 31, 2002 | 5,567 | 5,567 | |||||||
| Additional paid-in capital | 18,678,675 | 18,678,675 | |||||||
| Retained earnings | 10,413,333 | 10,557,026 | |||||||
| Accumulated other comprehensive incomeunrealized derivative gains (losses), net of taxes | (1,731,886 | ) | (1,520,086 | ) | |||||
| Less, treasury stock, at cost, 170,000 and 540,400 shares, respectively | (515,000 | ) | (1,775,865 | ) | |||||
| Total shareholders' equity | 26,850,689 | 25,945,317 | |||||||
| Total liabilities and shareholders' equity | $ | 266,177,669 | $ | 264,253,613 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
3
FIRST INVESTORS FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended July 31, 2001 and 2002
(Unaudited)
| |
For the Three Months Ended July 31, |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| |
2001 |
2002 |
|||||||
| Interest Income | $ | 10,263,225 | $ | 8,511,337 | |||||
| Interest Expense | 4,218,029 | 2,882,088 | |||||||
| Net interest income | 6,045,196 | 5,629,249 | |||||||
| Provision for Credit Losses | 1,793,750 | 2,368,550 | |||||||
| Net Interest Income After Provision for Credit Losses | 4,251,446 | 3,260,699 | |||||||
| Other Income: | |||||||||
| Late fees and other | 547,115 | 332,138 | |||||||
| Unrealized loss on interest rate derivative positions | | (37,156 | ) | ||||||
| Total other income | 547,115 | 294,982 | |||||||
| Operating Expenses: | |||||||||
| Salaries and benefits | 2,013,174 | 1,848,841 | |||||||
| Other interest expense | 238,330 | 162,047 | |||||||
| Other | 1,572,361 | 1,216,414 | |||||||
| Total operating expenses | 3,823,865 | 3,227,302 | |||||||
| Income Before Provision for Income Taxes and Minority Interest | 974,696 | 328,379 | |||||||
| Provision (Benefit) for Income Taxes: | |||||||||
| Current | (163,160 | ) | (210,530 | ) | |||||
| Deferred | 423,494 | 293,125 | |||||||
| Total provision for income taxes | 260,334 | 82,595 | |||||||
| Minority Interest | 261,053 | 102,091 | |||||||
| Net Income | $ | 453,309 | $ | 143,693 | |||||
| Basic and Diluted Net Income per Common Share | $ | 0.08 | $ | 0.03 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
4
FIRST INVESTORS FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND
COMPREHENSIVE INCOME
For the Three Months Ended July 31,
2002
(Unaudited)
| |
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Treasury Stock, at cost |
Accumulated Other Comprehensive Income (Loss) |
Total |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at April 30, 2002, as previously reported | $ | 5,567 | $ | 18,678,675 | $ | 11,397,996 | $ | (515,000 | ) | $ | (1,731,886 | ) | $ | 27,835,352 | ||||||
| Prior period adjustment | | | (984,663 | ) | | | (984,663 | ) | ||||||||||||
| Balance at April 30, 2002, as restated | 5,567 | 18,678,675 | 10,413,333 | (515,000 | ) | (1,731,886 | ) | 26,850,689 | ||||||||||||
| Comprehensive income: | ||||||||||||||||||||
| Net income | | | 143,693 | | | 143,693 | ||||||||||||||
| Unrealized gains on derivatives, net of taxes of $2,788 | | | | | 4,851 | 4,851 | ||||||||||||||
| Reclassification of earnings, net of taxes of $118,955 | | | | | 206,949 | 206,949 | ||||||||||||||
| Comprehensive income | | | | | | 355,493 | ||||||||||||||
| Treasury stock purchases | | | | (1,260,865 | ) | | (1,260,865 | ) | ||||||||||||
| Balance at July 31. 2002 | $ | 5,567 | $ | 18,678,675 | $ | 10,557,026 | $ | (1,775,865 | ) | $ | (1,520,086 | ) | $ | 25,945,317 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
FIRST INVESTORS FINANCIAL SERVICES GROUP, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended July 31, 2001 and 2002
| |
2001 |
2002 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cash Flows From Operating Activities: | ||||||||||
| Net income | $ | 453,309 | $ | 143,693 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||
| Depreciation and amortization expense | 1,248,500 | 998,081 | ||||||||
| Provision for credit losses | 1,793,750 | 2,368,550 | ||||||||
| Minority Interest | 261,053 | 102,091 | ||||||||
| (Increase) decrease in: | ||||||||||
| Accrued interest receivable | 154,503 | (135,707 | ) | |||||||
| Restricted cash | (667,377 | ) | (544,629 | ) | ||||||
| Deferred financing costs and other assets | (173,922 | ) | 2,647 | |||||||
| Funds held under reinsurance agreement | 66,984 | (320,093 | ) | |||||||
| Deferred income taxes receivable | | 414,868 | ||||||||
| Current income tax receivable | (70,582 | ) | (215,161 | ) | ||||||
| Interest rate derivative positions | | (1,190,901 | ) | |||||||
| Increase (decrease) in: | ||||||||||
| Accounts payable and accrued liabilities | (586,558 | ) | 13,107 | |||||||
| Deferred income taxes payable | 328,209 | | ||||||||
| Interest rate derivative positions | | 1,198,061 | ||||||||
| Net cash provided by operating activities | 2,807,869 | 2,834,607 | ||||||||
| Cash Flows From Investing Activities: | ||||||||||
| Purchase of Receivables Held for Investment | (19,569,073 | ) | (24,110,092 | ) | ||||||
| Principal payments from Receivables Held for Investment | 25,083,145 | 21,076,705 | ||||||||
| Principal payments from Receivables Acquired for Investment | 4,400,140 | 1,976,079 | ||||||||
| Payments received on Assets Held for Sale | 1,677,513 | 1,966,822 | ||||||||
| Purchase of furniture and equipment | (263,610 | ) | (6,155 | ) | ||||||
| Net cash provided by investing activities | 11,328,115 | 903,359 | ||||||||
| Cash Flows From Financing Activities: | ||||||||||
| Proceeds from advances on | ||||||||||
| Warehouse credit facilities | 19,166,370 | 34,281,433 | ||||||||
| Other borrowings | | 1,221,280 | ||||||||
| Principal payments made on | ||||||||||
| Warehouse credit facilities | (17,187,498 | ) | (12,778,735 | ) | ||||||
| Term Notes | (13,033,776 | ) | (22,788,507 | ) | ||||||
| Acquisition term facility | (1,930,451 | ) | (1,435,241 | ) | ||||||
| Working capital facility | (975,000 | ) | (835,447 | ) | ||||||
| Treasury stock purchased | | (1,260,865 | ) | |||||||
| Net cash used in financing activities | (13,960,355 | ) | (3,596,082 | ) | ||||||
| Increase in Cash and Short-Term Investments | 175,629 | 141,884 | ||||||||
| Cash and Short-Term Investments at Beginning of Period | 1,011,249 | 585,727 | ||||||||
| Cash and Short-Term Investments at End of Period | $ | 1,186,878 | $ | 727,611 | ||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||||
| Cash paid during the period for | ||||||||||
| Interest | $ | 4,152,592 | $ | 2,747,836 | ||||||
| Income taxes | 2,706 | 4,631 | ||||||||
| Non-cash financing activities | ||||||||||
| Exchange of warrants for financing fees | $ | 38,757 | $ | | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
FIRST INVESTORS FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2002
1. The Company
Organization. First Investors Financial Services Group, Inc. (First Investors) together with its wholly- and majority-owned subsidiaries (collectively referred to as the Company) is principally involved in the business of acquiring and holding for investment retail installment contracts and promissory notes secured by new and used automobiles and light trucks (receivables) originated by factory authorized franchised dealers. As of July 31, 2002, approximately 26 percent of Receivables Held for Investment had been originated in Texas. The Company currently operates in 27 states.
On October 2, 1998, the Company completed the acquisition of First Investors Servicing Corporation (FISC) formerly known as Auto Lenders Acceptance Corporation. Headquartered in Atlanta, Georgia, FISC was engaged in essentially the same business as the Company and additionally performs servicing and collection activities on a portfolio of receivables acquired for investment. As a result of the acquisition, the Company increased the total dollar value on its balance sheet of receivables, acquired an interest in certain Trust Certificates related to the asset securitizations and acquired certain servicing rights along with furniture, fixtures, equipment and technology to perform the servicing and collection functions for the portfolio of receivables under management. The Company performs servicing and collection functions on loans originated from 31 states on a managed receivables portfolio of $217 million as of July 31, 2002.
On August 8, 2000, the Company entered into a partnership agreement whereby a subsidiary of the Company is the general partner owning 70 percent of the partnership assets and First Union Investors, Inc. serves as the limited partner and owns 30 percent of the partnership assets (the "Partnership"). The Partnership consists primarily of a portfolio of loans previously owned or securitized by FISC and certain other financial assets including charged-off accounts owned by FISC.
2. Interim Financial Information
Basis of Presentation. The consolidated financial statements include the accounts of First Investors and its wholly- and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
The results for the interim periods are not necessarily indicative of the results of operations that may be expected for the fiscal year. In the opinion of management, the information furnished reflects all adjustments which are of a normal recurring nature and are necessary for a fair presentation of the Company's financial position as of July 31, 2002, and the results of its operations for the three months ended July 31, 2001 and 2002, and its cash flows for the three months ended July 31, 2001 and 2002.
The consolidated financial statements for the interim periods have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. These financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's 2002 Annual Report on Form 10-K filed July 24, 2002.
Treasury Stock. On December 14, 2001, the Board of Directors authorized the Company to repurchase up to 5% of the Company's outstanding common stock. During the quarter ended January 31, 2002, 170,000 shares were repurchased under this authorization at an average price of $3.03
7
and during the quarter ended July 31, 2002, 370,400 shares were repurchased at an average price of $3.40. There has been no other repurchase activity.
Reclassifications. Certain reclassifications have been made to the fiscal 2002 amounts to conform with the fiscal 2003 presentation.
3. Receivables Held for Investment
Net receivables consisted of the following:
| |
April 30, 2002 |
July 31, 2002 |
||||||
|---|---|---|---|---|---|---|---|---|
| Receivables | $ | 212,926,747 | $ | 211,050,388 | ||||
| Unamortized premium and deferred fees | 5,070,859 | 5,097,555 | ||||||
| Allowance for credit losses | (2,338,625 | ) | (2,320,118 | ) | ||||
| Net receivables | $ | 215,658,981 | $ | 213,827,825 | ||||
Activity in the allowance for credit losses was as follows:
| |
For the Three Months Ended July 31, |
||||||
|---|---|---|---|---|---|---|---|
| |
2001 |
2002 |
|||||
| Balance, beginning of period | $ | 2,688,777 | $ | 2,338,625 | |||
| Provision for credit losses | 1,793,750 | 2,368,550 | |||||
| Charge-offs, net of recoveries | (1,896,208 | ) | (2,387,057 | ) | |||
| Balance, end of period | $ | 2,586,319 | $ | 2,320,118 | |||
4. Receivables Acquired for Investment
Receivables Acquired for Investment are comprised of loans previously originated by Auto Lenders Acceptance Corporation and include a portfolio of warehouse loans and a portfolio of loans that were previously securitized. The securitized loans were subsequently redeemed and funded through the FIACC credit facility. These loans that were purchased at a discount relating to credit quality were included in the balance sheet amounts of Receivables Acquired for Investment as follows as of April 30, 2002 and July 31, 2002:
| |
April 30, 2002 |
July 31, 2002 |
|||||
|---|---|---|---|---|---|---|---|
| Contractual payments receivable from Receivables Acquired for Investment purchased at a discount relating to credit quality | $ | 11,912,032 | $ | 8,513,254 | |||
| Nonaccretable difference | (1,733,298 | ) | (765,250 | ) | |||
| Accretable yield | (1,158,828 | ) | (920,773 | ) | |||
| Receivables Acquired for Investment purchased at a discount relating to credit quality, net | $ | 9,019,906 | $ | 6,827,231 | |||
8
The carrying amount of Receivables Acquired for Investment is net of accretable yield and nonaccretable difference. Nonaccretable difference represents contractual principal and interest payments that the Company has determined that it would be unable to collect.
| |
Nonaccretable Difference |
Accretable Yield |
||||||
|---|---|---|---|---|---|---|---|---|
| Balance at April 30, 2002 | $ | 1,733,298 | $ | 1,158,828 | ||||
| Accretion | | (367,324 | ) | |||||
| Eliminations | (838,779 | ) | | |||||
| Reclassifications | (129,269 | ) | 129,269 | |||||
| Balance at July 31, 2002 | $ | 765,250 | $ | 920,773 | ||||
Nonaccretable difference eliminations represent contractual principal and interest amounts on loans charged-off for the period ended July 31, 2002. The increase in accretable yield results from slight improvement in forecasted loss rates coupled with an increase the remaining term of the underlying receivables. Since the loans are liquidating at a slower pace than anticipated, the cash flow projection model must be extended and accretable yield must be provided for the extended periods.
5. Debt
The Company finances the acquisition of its receivables portfolio through two warehouse credit facilities. The Company's credit facilities provide for one-year terms and have been renewed annually. Management of the Company believes that the credit facilities will continue to be renewed or extended or that it would be able to secure alternate financing on satisfactory terms; however, there can be no assurance that it will be able to do so. In January 2000 and January 2002, the Company issued $168 million and $159 million, respectively, in asset-backed notes ("Term Notes") secured by discrete pools of receivables. Proceeds from the two note issuances were used to repay outstanding borrowings under the various revolving credit facilities. Substantially all receivables retained by the Company are pledged as collateral for the credit facilities and the Term Notes. The weighted average interest rate for the Company's secured borrowings including the effect of program fees, dealer fees and other comprehensive income (loss) amortization was 5.4% for the three-month period ending July 31, 2002. The weighted average interest rate for the Company's secured borrowings including the effect of program fees, dealer fees and derivative instruments was 6.7% for the three-month period ending July 31, 2001.
FIRC Credit Facility. The primary source of initial acquisition financing for receivables has been provided through a syndicated warehouse credit facility agented by First Union National Bank. The borrowing base is defined as the sum of the principal balance of the receivables pledged and the amount on deposit with the Company to fund receivables to be acquired. The Company is required to maintain a reserve account equal to the greater of one percent of the principal amount of receivables financed or $250,000. Borrowings under the FIRC credit facility bear interest at a rate selected by the Company at the time of the advance of either the base rate, defined as the higher of the prime rate or the federal funds rate plus .5 percent, the LIBOR rate plus .5 percent, or a rate agreed to by the Company and the banks. The facility also provides for the payment of a fee of .25 percent per annum based on the total committed amount.
9
On November 14, 2001, the facility was renewed to December 7, 2001. On December 7, 2001, the Company entered into an agreement with First Union National Bank to extend the maturity date of the facility until December 5, 2002. In conjunction with this renewal, First Union assumed the role of agent and increased its commitment to $50 million from $20 million. The total commitment remains at $50 million and there were no other material changes to the terms and conditions of the facility. Under the renewal mechanics of the facility, should the lenders elect not to renew the facility beyond December 5, 2002, the facility would convert to a term loan facility which would mature six months thereafter and amortize monthly in accordance with the borrowing base with any remaining balance due at maturity.
Borrowings under the FIRC credit facility were $28,610,000 and $41,990,000 at April 30, 2002 and July 31, 2002, respectively.
The Company presently intends to seek a renewal of the facility from its lenders prior to maturity. Management considers its relationship with its lenders to be satisfactory and has no reason to believe that this credit facility will not be renewed. If the facility were not renewed however, or if material changes were made to its terms and conditions, it could have a material adverse effect on the Company.
FIARC Commercial Paper Facility. The Company has indirect access to the commercial paper market through a commercial paper conduit facility provided by Variable Funding Capital Corporation (VFCC), a commercial paper conduit administered by First Union National Bank (the "FIARC commercial paper facility"). Receivables are transferred periodically from the FIRC credit facility to FIARC commercial paper facility through the assignment of an undivided interest in a specified group of receivables. VFCC issues commercial paper (indirectly secured by the receivables), the proceeds of which are used to repay the FIRC credit facility.
The financing is provided to a special-purpose, wholly-owned subsidiary of the Company, FIARC. Credit enhancement for the $150 million facility is provided to the commercial paper investors by a surety bond issued by MBIA Insurance Corporation. The Company is not a guarantor of, or otherwise a party to, such commercial paper. Borrowings under the commercial paper facility bear interest at the commercial paper rate plus a borrowing spread equal to .30 percent per annum. Additionally, the agreement provides for additional fees based on the unused amount of the facility and dealer fees associated with the issuance of the commercial paper. A surety bond premium equal to .35 percent per annum is assessed based on the outstanding borrowings under the facility. A one percent cash reserve must be maintained as additional credit support for the facility. At July 31, 2002, the Company had borrowings of $9,381,432 outstanding under the commercial paper facility. The Company had no outstanding borrowings under the FIARC facility as of April 30, 2002.
The FIARC commercial paper facility expired on January 12, 2002. In conjunction with the renewal of the facility to January 13, 2003 the facility commitment was assigned from Enterprise Funding Corporation, a commercial paper conduit administered by Bank of America, to VFCC. No other material changes were made to the facility in conjunction with the assignment to VFCC.
If the facility was not extended beyond the maturity date, receivables pledged, as collateral would be allowed to amortize; however, no new receivables would be allowed to transfer from the FIRC credit facility. The Company presently intends to seek a renewal of the facility from its lenders prior to maturity. Management considers its relationship with its lenders to be satisfactory and has no reason to believe that this credit facility will not be renewed. If the facility were not renewed however, or if
10
material changes were made to its terms and conditions, it could have a material adverse effect on the Company.
FIACC Commercial Paper Facility. On January 1, 1998, FIACC entered into a $25 million commercial paper conduit facility with Variable Funding Capital Corporation ("VFCC"), a commercial paper conduit administered by First Union National Bank, (the FIACC commercial paper facility"), to fund the acquisition of additional receivables generated under certain of the Company's financing programs. FIACC acquired receivables from the Company and may borrow up to 88% of the face amount of receivables, which are pledged as collateral for the commercial paper borrowings. VFCC funds the advance to FIACC through the issuance of commercial paper (indirectly secured by the receivables) to institutional or public investors. The Company is not a guarantor of, or otherwise a party to, such commercial paper. The Company's interest cost is based on VFCC's commercial paper rates for specific maturities plus ..55 percent. At April 30, 2002 and July 31, 2002, borrowings were $2,603,433 and $1,344,699, respectively, under the FIACC commercial paper facility. The current term of the FIACC commercial paper facility expires on March 11, 2003. If the facility were not renewed on or prior to the maturity date, the outstanding balance under the facility would continue to amortize utilizing cash collections from the receivables pledged as collateral. The Company presently intends to seek a renewal of the facility from its lenders prior to maturity. Management considers its relationship with its lenders to be satisfactory and has no reason to believe that this credit facility will not be renewed. If the facility were not renewed however, or if material changes were made to its terms and conditions, it could have a material adverse effect on the Company.
On September 15, 2000, the Company elected to exercise its right to repurchase the senior notes issued in connection with the ALAC Automobile Receivables Owner Trust 1997-1, (the "ALAC 97-1 Securitization"). Accordingly, the Company acquired $8,110,849 in outstanding receivables from the trust and borrowed $6,408,150 under the FIACC facility which, combined with amounts on deposit in the collection account and the outstanding balance in a cash reserve account, was utilized to repay $7,874,689 in senior notes and redeem $1,033,456 of the trust certificates. On March 15, 2001, the Company elected to exercise its right to repurchase the senior notes issued in connection with the ALAC Automobile Receivables Owner Trust 1998-1, (the "ALAC 98-1 Securitization). Accordingly, the Company acquired $9,257,612 in outstanding receivables from the trust and borrowed $7,174,509 under the FIACC facility which, combined with amounts on deposit in the collection account and the outstanding balance in a cash reserve account, was utilized to repay $7,997,615 in senior notes and redeem $1,946,178 of the Trust Certificates. The receivables purchased were used as collateral to secure the FIACC borrowing with any residual cash flow generated by the receivables pledged to the Partnership. As a result of utilizing FIACC to fund the repurchase of the ALAC securitizations, the Company has elected to utilize the FIACC commercial paper facility solely as the financing source for the repurchases and does not expect to utilize the facility to finance Receivables Held for Investment.
Term Notes. On January 29, 2002, the Company, through its indirect, wholly-owned subsidiary First Investors Auto Owner Trust 2002-A ("2002 Auto Trust") completed the issuance of $159,036,000 of 3.46% percent Class A asset-backed notes ("2002-A Term Notes"). The initial pool of automobile receivables transferred to the 2002 Auto Trust totaled $135,643,109, which were previously owned by FIRC and FIARC, secure the 2002-A Term Notes. In addition to the issuance of the Class A Notes, the 2002 Auto Trust also issued $4,819,000 in Class B Notes which were retained by the Company and pledged to secure the Working Capital Facility as further described below. Proceeds from the issuance, which totaled $159,033,471 were used to (i) fund a $25,000,000 pre-funding account to be used for
11
future loan originations; (ii) repay all outstanding borrowings under the FIARC commercial paper facility, (iii) reduce the outstanding borrowings under the FIRC credit facility, (iv) pay transaction fees related to the 2002-A Term Note issuance, and (v) fund a cash reserve account of 2 percent or $2,712,862 of the initial receivables pledged which will serve as a portion of the credit enhancement for the transaction. The Class A Term Notes bear interest at 3.46 percent and require monthly principal reductions sufficient to reduce the balance of the Class A Term Notes to 97 percent of the outstanding balance of the underlying receivables pool. The final maturity of the 2002-A Term Notes is December 15, 2008. The Class B Notes do not bear interest but require principal reductions sufficient to reduce the balance of the Class B Notes to 3 percent of the outstanding balance of the underlying receivables pool. A surety bond issued by MBIA Insurance Corporation provides credit enhancement for the Class A Notes. Additional credit support is provided by the cash reserve account, which equals 2 percent of the original balance of the receivables pool plus 2 percent of the original balance of receivables transferred under the pre-funding provision. Further enhancement is provided through an initial 1 percent overcollateralization which is required to be increased to 3 percent through excess monthly principal and interest collections. In the event that certain asset quality covenants are not met, the reserve account target level will increase to 6 percent of the then current principal balance of the receivables pool. As of April 30, 2002 and July 31, 2002, the outstanding principal balance on the 2002-A Term Notes were $143,096,983 and $127,849,735, respectively.
On January 24, 2000, the Company, through its indirect, wholly-owned subsidiary First Investors Auto Owner Trust 2000-A ("Auto Trust") completed the issuance of $167,969,000 of 7.174 percent asset-backed notes ("2000-A Term Notes"). A pool of automobile receivables totaling $174,968,641, which were previously owned by FIRC, FIARC and FIACC, secures the 2000-A Term Notes. Proceeds from the issuance, which totaled $167,967,690 were used to repay all outstanding borrowings under the FIARC and FIACC commercial paper facilities, to reduce the outstanding borrowings under the FIRC credit facility, to pay transaction fees related to the 2000-A Term Note issuance and to fund a cash reserve account of 2 percent or $3,499,373 which will serve as a portion of the credit enhancement for the transaction. The 2000-ATerm Notes bear interest at 7.174 percent and require monthly principal reductions sufficient to reduce the balance of the 2000-A Term Notes to 96 percent of the outstanding balance of the underlying receivables pool. The final maturity of the 2000-A Term Notes is February 15, 2006. As of April 30, 2002 and July 31, 2002, the outstanding principal balances on the 2000-A Term Notes were $40,162,801 and $32,621,542, respectively. A surety bond issued by MBIA Insurance Corporation provides credit enhancement for the Term Note holders. Additional credit support is provided by the cash reserve account, which equals 2 percent of the original balance of the receivables pool and a 4 percent over-collateralization requirement. In the event that certain asset quality covenants are not met, the reserve account target level will increase to 6 percent of the then current principal balance of the receivables pool.
Acquisition Facility.