UNITED STATES SECURITIES AND EXCHANGE COMMISION
WASHINGTON, D.C. 20549
FORM 10-K
[x] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1998
[ ] Transition report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission file number: 333-25301
CONSUMER PORTFOLIO SERVICES, INC.
(Exact name of registrant as specified in its charter)
California 33-0459135
(State or other jurisdiction of (Federal Employer)
incorporation or organization) Identification No.)
16355 Laguna Canyon Road, Irvine, California 92618
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (949) 753-6800
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [x] No [ ]
DOCUMENTS INCORPORATED BY REFERENCE: Certain information from the definitive
proxy statement of Consumer Portfolio Services, Inc., to be filed not later than
April 30, 1999, is incorporated by reference into Part III of this report.
Indicate by check mark if there is no disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
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EXPLANATORY NOTE - THIS REPORT ON FORM 10-K IS FILED PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT WITH RESPECT TO ASSET-BACKED SECURITIES ISSUED IN
A REGISTERED PUBLIC OFFERING BY A TRUST, CPS AUTO RECEIVABLES TRUST 1998-3, OF
WHICH CONSUMER PORTFOLIO SERVICES, INC. WAS THE SPONSOR. INFORMATION REGARDING
CONSUMER PORTFOLIO SERVICES, INC. AND ITS BUSINESS WILL BE FILED IN A SEPARATE
REPORT ON FORM 10-K.
PART I
ITEM 1. BUSINESS.
The sole business of CPS Auto Receivables Trust 1998-3 (the
"Trust") is to hold certain Receivables (representing obligations of consumers
under certain automotive retail installment purchase contracts), and to apply
the proceeds thereof to make payments to holders of Notes issued by the Trust,
as described in detail in the Trust's Prospectus Supplement dated October
16,1998 to Prospectus dated October 16, 1998, and the related registration
statement on Form S-3 (file number 333-25301). The Receivables were originated
by Consumer Portfolio Services, Inc. (the "Sponsor"), or its subsidiaries, and
the Trust has engaged the Sponsor to service the Receivables.
ITEM 2. PROPERTIES.
As of December 31, 1998, the pool consisted of the following
number of Contracts with the following delinquency characteristics:
DELINQUENCY EXPERIENCE OF CONTRACTS AS OF DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
DOLLARS NO. %(1)
Outstandings $233,286 17,693
Delinquencies 30-59 days (2) (3) $6,641 512 2.85
Delinquencies 60 and over (2) (3) $5,105 378 2.13
(1) As a percent of amount of contracts outstanding
(2) Delinquencies include principal amounts only
(3) The period of delinquency is based on the number of days
ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings pending involving the
Trust.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
MATTERS.
As of March 15, 1999 there is one security holder of record of
each series of the Notes. The following are the classes of Notes outstanding as
of the end of the reporting year:
5.6375% Class A-1 Notes
5.8550% Class A-2 Notes
5.9950% Class A-3 Notes
6.0800% Class A-4 Notes
There is no established public trading market for the above securities.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The sole owner of the residual interest in the Trust (after
payment of all amounts due or to become due to holders of the Notes) is CPS
Receivables Corp. ("CPSR"). CPSR is a wholly owned subsidiary of the Sponsor.
Information regarding the Sponsor and responsive to this Item 12 is incorporated
by reference to the definitive proxy statement of the Sponsor to be filed not
later than April 30, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding the Sponsor and responsive to this Item 12
is incorporated by reference to the definitive proxy statement of the Sponsor to
be filed not later than April 30, 1999. The Trust has paid compensation to the
Sponsor pursuant to the Sale and Servicing Agreement, a copy of which is
included as an exhibit hereto.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The following exhibits are filed as part of this report:
4.1 Sale and Servicing Agreement (incorporated by reference to
exhibit filed with report on Form 8-K filed by the Sponsor on
August 25, 1998).
99.1 Annual Holders' Tax Statement (filed herein).
99.2 Annual Independent Accountants' Servicing Report (filed herein).
The Trust filed no reports on Form 8-K. The Sponsor files, under cover
of Form 8-K, monthly servicer reports regarding performance of the receivables
owned by the Trust. Information regarding any other reports on Form 8-K filed by
the Sponsor has been intentionally omitted.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
registrant and in the capacities and on the dates indicated.
CPS AUTO RECEIVABLES TRUST 1998-3 (Issuer with respect to the Notes)
By: CONSUMER PORTFOLIO SERVICES, INC.
By: /s/ Jeffrey P. Fritz March 30, 1999
--------------------
Jeffrey P. Fritz
Sr. Vice President & Chief Financial Officer
Consumer Portfolio Services, Inc.
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Exhibit 99.1
Annual Holders' Tax Statement
Summary of Payments for CPS Auto Receivables Trust 1998-3 for the Year Ended
December 31, 1998
-------------- ------------------ -----------------
Base Servicing Principal Payments Interest Payments
- --------------------------------- -------------- ------------------ -----------------
CPS Auto Receivables Trust 1998-3 $2,339,829.34 $33,748,060.35 $6,100,922.46
- --------------------------------- -------------- ------------------ -----------------
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Exhibit 99.2
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Consumer Portfolio Services, Inc.
We have examined management's assertion about Consumer Portfolio Services,
Inc.'s (the Company) compliance with the minimum servicing standards identified
in the relevant sections of the Mortgage Bankers Association of America's
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP) as of and for the
year ended December 31, 1998 included in the accompanying management assertion.
Management is responsible for the Company's compliance with those minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
relevant minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company has complied in all
material respects with the aforementioned minimum servicing standards, as they
relate to the servicing of automobile installment contracts, as of and for the
year ended December 31, 1998 is fairly stated, in all material respects.
KPMG LLP
March 3, 1999
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Exhibit 99.2
MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1998, Consumer Portfolio Services,
Inc. has complied in all material respects with the relevant minimum servicing
standards set forth in the Mortgage Bankers Association of America's UNIFORM
SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS, as they relate to the servicing
of automobile installment contracts. As of and for this same period, Consumer
Portfolio Services, Inc. had in effect a fidelity bond in the amount of
$2,000,000.
/S/ Charles E. Bradley, Jr 3/3/99
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Charles E. Bradley, Jr. Date
President
Chief Executive Officer
/S/ Jeffrey P. Fritz 3/3/99
- ------------------------------ ------------
Jeffrey P. Fritz Date
Senior Vice President
Chief Financial Officer
/S/ James L. Stock 3/3/99
- ------------------------------ ------------
James L. Stock Date
Vice President-Controller
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