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April 26, 2005
Mail Stop 0408
By U.S. Mail and Facsimile to (214) 659-4773
Charles Bradley, Jr.
Chief Executive Officer
Consumer Portfolio Services, Inc.
16355 Laguna Canyon Road
Irvine, California 92618
Re: Consumer Portfolio Services, Inc.
Form S-2 filed April 13, 2005
File No. 333-121913
Form 10-K for the year ended December 31, 2004 and related
documents
File No. 1-14116
Dear Mr. Bradley:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We welcome any questions
you
may have about our comments or on any other aspect of our review.
Feel free to call us at the telephone numbers listed at the end of
this letter.
Form S-2
Forward-looking statements - page 18
1. We note the reference to "additional risks" in the last
sentence
in this section. This may be confusing in light of the statement
in
the introductory paragraph to the Risk Factor section that the
risk
factor section sets forth the material risks of the company and
investment in the notes. Please revise.
Marketing materials
2. We note the description of the company as "one of the nation`s
leading independent automobile finance companies." Please tell us
supplementally the basis for this statement or delete it from the
materials.
Form 10-K for the year ended December 31, 2004
Note 1- Summary of Significant Accounting Policies
Finance Receivables, Net of Unearned Income - page F-11
3. We note your revised disclosures in response to our prior
comment
29 where you state that the Company`s portfolio of receivables is
comprised of smaller-balance homogenous Contracts that are
collectively evaluated for impairment on a portfolio basis.
Supplementally tell us the criteria you use to determine whether a
receivable is impaired. For example, state whether you use
historical statistics, such as average recovery period and average
amount recovered as a means of measuring impairment of those
loans.
4. We note your revised disclosure in response to our prior
comment
29 where you state that finance receivables are evaluated for
impairment on a portfolio basis. We also note your disclosure on
page F-10 of your 2003 10-K where you state that finance
receivables
are evaluated for impairment on a loan-by-loan basis.
Supplementally
tell us whether you have changed your method of evaluating these
receivables for impairment.
Contract Acquisition Fees - page F-12
5. We note your revised disclosures in response to our prior
comment
32. As previously requested, supplementally tell us how you
considered the guidance in paragraphs .13-.18 of AICPA Practice
Bulletin 6 in accounting for these fees at and subsequent to the
date
of acquisition as they relate to your loans held-for-investment.
Paragraphs .13-.18 state the criterion companies must consider
when
determining whether the accrual method (level yield) or the cost
recovery method should be used for recognizing these fees into
income.
6. We note your responses to our prior comments 33 and 43 where
you
state that the methods you used to amortize deferred acquisition
fees
and debt issuance costs into income approximated the level yield
method. We also note that you have quantified the difference
between
the method used during 2003 and the more comprehensive level yield
methodology adopted during 2004. Supplementally provide us with
the
following information regarding these fees:
* Clarify the difference between the level yield method that
"approximated" the method used during 2003 and the more
comprehensive
methodology adopted during 2004.
* As previously requested, quantify the difference between the
level
yield method that "approximated" the method used during 2003 and
the
method used during 2003.
* Clarify how you considered the guidance in paragraphs 13 of APB
20
as it relates to the adoption of a more comprehensive level yield
methodology during 2004. Since your prior methodology did not
comply
with GAAP, it would not be appropriate to characterize this change
as
a change in accounting policy based on the guidance of APB 20. If
the amounts involved were material, their impact would need to be
reported as a correction of an error based on the guidance of
paragraphs 36-37 of APB 20.
Treatment of Securitizations - page F-12
7. We note your response to our prior comment 34. We are unable
to
understand whether the modifications applied to trusts and
agreements
in force at June 30, 2003, or whether you only changed the form of
new trusts and agreements after that date. Supplementally provide
us
with the following information regarding your term
securitizations:
* Tell us how the Securitization Agreements related to term
securitization transactions after June 2003 were modified from the
previous form used so that the related Trusts would no longer meet
the definition of QSPEs.
* Clarify whether the trusts related to term securitization
transactions after June 2003 also relate to term securitization
transactions prior to June 2003. If these are the same trusts,
explain why your ability to modify your trusts via modification of
the Securitization Agreement did not prohibit them from being
QSPEs.
8. Your response to our prior comment 36 appears to address your
warehouse securitization structures only. For your term
securitization structures, as described on page 24, supplementally
provide us with the following information:
* Clarify whether you recorded a gain on sale of contracts when
the
contracts were transferred to the special purpose subsidiary or
when
the contracts were transferred to the trust.
* If you recorded a gain on sale of contracts when the contracts
were
transferred to the special purpose subsidiary, explain how you
ceded
effective control over assets transferred to the special purpose
subsidiary.
* Clarify whether the special purpose subsidiary was consolidated
under term securitizations that were previously accounted for as
sales.
9. We note your disclosure on page F-12, where you state that for
securitization transactions that were treated as sales for
financial
accounting purposes, the Company, or a wholly-owned subsidiary of
the
Company, retains a residual interest in the Contracts that were
sold
to a wholly-owned, unconsolidated special purpose subsidiary.
Supplementally tell us how you determined that it was not
appropriate
to consolidate these wholly-owned special purpose subsidiaries,
including the accounting guidance upon which you relied.
10. We note your response to our prior comment 39. Supplementally
tell us how the transfer of excess cash from one spread account to
another affects the calculation of cash out for each of the spread
accounts.
* * *
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
You may contact Sharon Johnson, Staff Accountant, at (202)
942-
2961 or Donald Walker, Senior Assistant Chief Accountant at (202)
942-1799 if you have questions regarding comments on the financial
statements and related matters. Please contact Gregory Dundas at
(202) 942-2932 or me at (202) 942-1760 with any other questions.
Sincerely,
Todd K. Schiffman
Assistant Director
cc: Patrick C. Sargent, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
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Consumer Portfolio Services, Inc.
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