UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 2008
FIRSTCITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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033-19694 |
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76-0243729 |
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(State of |
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(Commission File |
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(IRS Employer |
6400 Imperial Drive,
Waco, Texas 76712
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (254) 761-2800
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On March 17, 2008, FirstCity Financial Corporation (the Company) issued a press release describing, among other things, its results of operations for the three months and year ended December 31, 2007. A copy of the press release is attached hereto as Exhibit 99.1. Such information, including Exhibit 99.1, is furnished pursuant to Item 2.02 of this Form 8-K. Consequently, it is not deemed filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.
Item 7.01. Regulation FD Disclosure.
The following information is being provided pursuant to Item 7.01. Such information, including Exhibit 99.1 attached hereto, should not be filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.
The information contained under Item 2.02 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
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(d) |
Exhibits: |
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99.1 |
Press release dated March 17, 2008. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIRSTCITY FINANCIAL CORPORATION |
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Date: March 17, 2008 |
By: |
/s/ J. Bryan Baker |
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J. Bryan Baker |
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Senior Vice President and Chief Financial Officer |
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3
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press release dated March 17, 2008. |
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4
Exhibit 99.1
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N E W S R E L E A S E |
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Contact: |
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Suzy W. Taylor |
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866-652-1810 |

FirstCity Financial Reports Fourth Quarter and Full Year 2007 Results
Waco, Texas March 17, 2008 .
Highlights:
· FirstCity reported 4th quarter 2007 loss of $1.4 million or ($.12) per diluted share. Earnings for the year 2007 were $2,185,000 or $0.19 per diluted share.
· FirstCitys total investment level nears $150.0 million for 2007.
· FirstCity liquidity is solid with additional borrowing capacity of $146 million.
Components of the quarterly results are detailed below (dollars in thousands except per share data):
|
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Three Months Ended |
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Year Ended |
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||||||||
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December 31, |
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December 31, |
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||||||||
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2007 |
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2006 |
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2007 |
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2006 |
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(unaudited) |
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(unaudited) |
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Portfolio Asset Acquisition and Resolution |
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$ |
569 |
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$ |
3,009 |
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$ |
11,432 |
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$ |
15,104 |
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Corporate overhead * |
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(1,929 |
) |
(1,459 |
) |
(9,247 |
) |
(5,227 |
) |
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Earnings (loss) from continuing operations |
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(1,360 |
) |
1,550 |
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2,185 |
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9,877 |
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Loss from discontinued operations, net of taxes |
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(75 |
) |
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Net earnings (loss) to common stockholders |
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$ |
(1,360 |
) |
$ |
1,550 |
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$ |
2,185 |
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$ |
9,802 |
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Diluted earnings (loss) per common share |
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$ |
(0.12 |
) |
$ |
0.13 |
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$ |
0.19 |
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$ |
0.83 |
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* Corporate overhead includes expenses related to the independent audit committee investigation of $2.2 million in 2007 comprised of $1.2 million in the first quarter, $0.8 million in the second quarter and $0.2 million in the third quarter. The independent investigation concluded in 2007.
James T. Sartain, President and CEO of FirstCity, said, While we are disappointed in our 2007 results, FirstCity is well positioned to take advantage of the growing investment opportunities we are seeing in the marketplace. We have liquidity, a well-rounded franchise and talented, seasoned asset managers to create significant value for FirstCity. These are the times we look for, where the growing supply of distressed assets translates into attractive margins. I am enthusiastic about the opportunities I see in 2008.
Portfolio Asset Acquisition and Resolution
The Company invested $19.4 million in portfolio acquisitions and other investments during the quarter. Earning assets totaled $243.6 million at quarter end.
(more)
Portfolio purchases are detailed below (in millions):
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Portfolio Purchases |
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FirstCity |
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Latin |
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FirstCity |
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Investment |
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Domestic |
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Europe |
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America |
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Total |
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Investment |
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in Other |
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Total |
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2007 |
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4th Quarter |
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$ |
5.3 |
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$ |
14.7 |
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$ |
4.4 |
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$ |
24.4 |
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$ |
15.7 |
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$ |
3.7 |
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$ |
19.4 |
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3rd Quarter |
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17.4 |
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2.3 |
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19.7 |
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16.3 |
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6.3 |
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22.6 |
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2nd Quarter |
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27.4 |
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2.4 |
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61.6 |
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91.4 |
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25.2 |
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4.2 |
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29.4 |
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1st Quarter |
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71.6 |
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3.8 |
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3.4 |
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78.8 |
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69.5 |
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7.8 |
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77.3 |
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YTD 2007 |
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$ |
121.7 |
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$ |
23.2 |
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$ |
69.4 |
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$ |
214.3 |
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$ |
126.7 |
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$ |
22.0 |
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$ |
148.7 |
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2006 |
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4th Quarter |
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$ |
34.6 |
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$ |
101.2 |
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$ |
2.1 |
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$ |
137.9 |
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$ |
70.2 |
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$ |
16.8 |
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$ |
87.0 |
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3rd Quarter |
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35.4 |
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56.1 |
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91.5 |
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31.5 |
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3.7 |
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35.2 |
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2nd Quarter |
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24.2 |
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1.0 |
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25.2 |
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19.0 |
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7.0 |
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26.0 |
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1st Quarter |
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42.4 |
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42.4 |
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23.3 |
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0.7 |
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24.0 |
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Total Year 2006 |
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$ |
136.6 |
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$ |
102.2 |
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$ |
58.2 |
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$ |
297.0 |
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$ |
144.0 |
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$ |
28.2 |
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$ |
172.2 |
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Total Year 2005 |
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$ |
93.4 |
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$ |
37.2 |
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$ |
16.0 |
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$ |
146.6 |
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$ |
71.4 |
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$ |
3.2 |
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$ |
74.6 |
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Total Year 2004 |
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$ |
91.2 |
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$ |
9.8 |
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$ |
73.1 |
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$ |
174.1 |
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$ |
59.8 |
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$ |
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$ |
59.8 |
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For the fourth quarter 2007, operating contribution from the Portfolio Asset Acquisition business was $0.6 million. The earnings were comprised primarily of $10.9 million in revenues, $2.6 million in equity in earnings of investments, and $13.0 million of expenses. The business generated 56% of the revenues (including equity in earnings of investments) from domestic investments, 26% from investments in Latin America, 18% from investments in Europe and less than 1% from investments in Canada.
The revenues for the fourth quarter were positively impacted by continued income streams from Portfolio Assets of $6.3 million, equity in earnings of investments of $2.6 million, servicing fees of $2.4 million, and interest income from loans receivable of $0.9 million.
Fourth quarter earnings were negatively impacted by $3.2 million of net provisions comprised of $1.1 million of provisions recorded to our wholly-owned domestic portfolios, and $2.1 million recorded to portfolio assets held in our partnerships ($1.6 million of net provisions in domestic partnerships and $0.5 million in Latin American partnerships). For the full year, net provisions were $6.4 million comprised of $2.1 million recorded to our wholly-owned portfolios and $4.3 million to portfolio assets held in our partnerships. The fourth quarter provisions reflected delays and declines in the expected cash flows of certain loan portfolios and real estate assets. Management regularly evaluates the collectibility of the Companys portfolio assets and may increase or decrease those values in future periods as the cash flows expected from those assets change.
Considering the recent deterioration of credit quality experienced by many banks, management believes that acquisition opportunities at attractive margins are on the rise. FirstCitys total investment level approximated $150.0 million in 2007, and the Company is currently evaluating 27 different transactions representing over $1.8 billion in face value of assets, although there can be no assurance that FirstCity will be able to consummate any of these transactions on acceptable terms.
2
The following tables detail the impact of net foreign currency gains (losses) on corporate earnings:
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Three Months Ended |
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Year Ended |
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Illustration of the Effects of Currency |
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December 31, |
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December 31, |
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Fluctuations (dollars in thousands) |
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2007 |
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2006 |
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2007 |
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2006 |
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(unaudited) |
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(unaudited) |
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Net earnings (loss) to Common Stockholders |
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$ |
(1,360 |
) |
$ |
1,550 |
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$ |
2,185 |
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$ |
9,802 |
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Foreign currency gains (losses): |
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Euro |
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97 |
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287 |
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882 |
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1,068 |
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Mexican Peso |
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127 |
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(274 |
) |
(63 |
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(585 |
) |
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Argentine Peso |
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(14 |
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29 |
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(38 |
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(30 |
) |
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Canadian Dollar |
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4 |
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(106 |
) |
247 |
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(112 |
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Chilean Peso |
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32 |
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60 |
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Exchange rate at valuation date: |
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Euro |
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0.68 |
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0.76 |
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Mexican Peso |
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10.87 |
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10.88 |
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Argentine Peso |
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3.15 |
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3.07 |
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Canadian Dollar |
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0.98 |
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1.17 |
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Chilean Peso |
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497.70 |
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532.6 |
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Other Corporate Matters
Share Repurchase Program
FirstCity initiated a
stock repurchase program in 2006 providing for the repurchase of up to
1,000,000 shares of its common stock. Recently, the program was increased by
500,000 shares. To date, the Company has purchased 845,030 shares at an average
cost of $9.60 per share (including 40,400 shares repurchased during the fourth
quarter of 2007 and 264,530 shares repurchased since
year-end). Share repurchases continue and signify managements assessment that
the shares are undervalued in the market and represent a good investment
alternative to enhance long term shareholder value.
Liquidity
FirstCitys ability to obtain financing for investment opportunities is strong and remains unhindered by the negative conditions witnessed recently in the financial services sector, as evidenced by FirstCitys ability to secure $125.0 million of total increases in its Bank of Scotland credit facilities during 2007. Management believes that the prospects for continued growth are strong based on existing acquisition opportunities and the stability of the Companys credit providers and availability under its lines of credit.
3
Conference Call
A conference call will be held on Monday, March 17, 2008 at 9:00 a.m. Central Time to discuss fourth quarter and fiscal year 2007 results. A question and answer session will follow the prepared remarks. Details to access the call and webcast are as follows:
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Event: |
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FirstCity Financial Corporation Fourth Quarter 2007 Conference Call |
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Date: |
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Monday, March 17, 2008 |
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Time: |
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9:00 a.m. Central Time |
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Host: |
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James T. Sartain, FirstCitys President and Chief Executive Officer |
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Web Access: |
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FirstCitys web page- |
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www.fcfc.com/invest.htm or, |
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CCBNs Investor websites- |
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www.streetevents.com and, |
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www.fulldisclosure.com |
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Dial In Access: |
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Domestic |
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800-329-9097 |
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International |
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617-614-4929 |
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Pass code |
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63177991 |
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Replay |
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Available on FirstCitys web page (www.fcfc.com/invest.htm) |
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Forward Looking Statements
Certain statements in this press release, which are not historical in fact, including, but not limited to, statements relating to future performance, may be deemed to be forward-looking statements under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements based on managements expectations and statements regarding revenues, earnings guidance and future projected cash collections, as well as any statement that may project, indicate or imply future results, performance or achievements, and may contain the words expect, intend, plan, estimate, believe, will be, will continue, will likely result, indication and similar expressions. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. There are many important factors that could cause the Companys actual results to differ materially.
These factors include, but are not limited to, the performance of the Companys subsidiaries and affiliates; availability of portfolio assets and other investment opportunities; the Companys ability to consummate portfolio acquisitions ad other investment transactions on acceptable terms; assumptions underlying portfolio asset performance; risks associated with start up of new businesses and entry into new foreign markets, risks associated with foreign operations; currency exchange rate fluctuations; interest rate risk; credit risk; risks of declining value of loans, collateral or assets; the degree to which the Company is leveraged; the Companys continued need for financing; availability of the Companys credit facilities; ability to obtain additional financing from the Bank of Scotland or any other lender; the impact of certain covenants in loan agreements of the Company and its subsidiaries; the ability of the Company to utilize net operating loss carry forwards; general economic, business and market conditions; foreign social and economic conditions; changes (legislative and otherwise) in the asset securitization industry; regulatory and accounting changes; fluctuation in residential and commercial real estate values; capital markets conditions, including the markets for asset-backed securities; uncertainties of any litigation arising from discontinued operations; factors more fully discussed and identified under Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations; and risk factors and other risks identified in the Companys Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 17, 2008, as well as in the Companys other filings with the SEC.
Many of these factors are beyond the Companys control. In addition, it should be noted that past financial and operational performance of the Company is not necessarily indicative of future financial and operational performance. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements.
The forward-looking statements in this release speak only as of the date of this release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Companys expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.
The Company is a diversified financial services company with operations dedicated to portfolio asset acquisition and resolution with offices in the U.S. and with affiliate organizations in Europe and Latin America. Its common stock is listed on the NASDAQ Global Select Market under the symbol FCFC.
4
|
FirstCity Financial Corporation |
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Summary of Operations |
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(In thousands, except per share data) |
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(Unaudited) |
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Three Months Ended |
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Year Ended |
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December 31, |
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December 31, |
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2007 |
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2006 |
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2007 |
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2006 |
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Revenues: |
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Servicing fees |
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$ |
2,382 |
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$ |
2,724 |
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$ |
10,390 |
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$ |
12,906 |
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Income from Portfolio Assets |
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6,291 |
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3,436 |
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22,754 |
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10,987 |
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Gain on sale of SBA loans held for sale, net |
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65 |
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|
723 |
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Interest income from SBA loans |
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474 |
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|
2,140 |
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Interest income from affiliates |
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147 |
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309 |
|
560 |
|
1,498 |
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|||||
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Interest income from loans receivable - other |
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306 |
|
559 |
|
3,822 |
|
576 |
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|||||
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Other income |
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1,367 |
|
574 |
|
3,267 |
|
2,420 |
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|||||
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Total revenues |
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11,032 |
|
7,602 |
|
43,656 |
|
28,387 |
|
|||||
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Expenses: |
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|
|
|
|
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|
|
|
|||||
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Interest and fees on notes payable - other |
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4,394 |
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2,856 |
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18,060 |
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8,289 |
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Interest and fees on notes payable to affiliates |
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|
|
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22 |
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Salaries and benefits |
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4,629 |
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3,721 |
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16,932 |
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14,831 |
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Provision (recovery) for loan and impairment losses |
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1,125 |
|
170 |
|
2,061 |
|
271 |
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Occupancy, data processing, property protection and other |
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4,249 |
|
3,043 |
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14,789 |
|
9,236 |
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|||||
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Total expenses |
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14,397 |
|
9,790 |
|
51,842 |
|
32,649 |
|
|||||
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Equity in earnings of investments |
|
2,629 |
|
3,712 |
|
10,944 |
|
11,756 |
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|||||
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Gain on sale of subsidiaries and equity investments |
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|
|
54 |
|
207 |
|
2,459 |
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|||||
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Earnings (loss) from continuing operations before income taxes and minority interest |
|
(736 |
) |
1,578 |
|
2,965 |
|
9,953 |
|
|||||
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Income taxes |
|
(415 |
) |
(61 |
) |
(781 |
) |
(173 |
) |
|||||
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Minority interest |
|
(209 |
) |
33 |
|
1 |
|
97 |
|
|||||
|
Earnings (loss) from continuing operations |
|
(1,360 |
) |
1,550 |
|
2,185 |
|
9,877 |
|
|||||
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
|||||
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Loss from operations of discontinued components |
|
|
|
|
|
|
|
(75 |
) |
|||||
|
Income taxes |
|
|
|
|
|
|
|
|
|
|||||
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Loss from discontinued operations |
|
|
|
|
|
|
|
(75 |
) |
|||||
|
Net earnings |
|
$ |
(1,360 |
) |
$ |
1,550 |
|
$ |
2,185 |
|
$ |
9,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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Basic earnings per common share are as follows: |
|
|
|
|
|
|
|
|
|
|||||
|
Earnings (loss) from continuing operations |
|
$ |
(0.14 |
) |
$ |
0.14 |
|
$ |
0.20 |
|
$ |
0.89 |
|
|
|
Discontinued operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
(0.01 |
) |
|
|
Net earnings (loss) per common share |
|
$ |
(0.14 |
) |
$ |
0.14 |
|
$ |
0.20 |
|
$ |
0.88 |
|
|
|
Wtd. avg. common shares outstanding |
|
10,778 |
|
10,787 |
|
10,786 |
|
11,125 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Diluted earnings per common share are as follows: |
|
|
|
|
|
|
|
|
|
|||||
|
Earnings (loss) from continuing operations |
|
$ |
(0.12 |
) |
$ |
0.13 |
|
$ |
0.19 |
|
$ |
0.84 |
|
|
|
Discontinued operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
(0.01 |
) |
|
|
Net earnings (loss) per common share |
|
$ |
(0.12 |
) |
$ |
0.13 |
|
$ |
0.19 |
|
$ |
0.83 |
|
|
|
Wtd. avg. common shares outstanding |
|
11,362 |
|
11,415 |
|
11,392 |
|
11,759 |
|
|||||
|
|
|
|
|
|
||||||||||
|
Selected Unaudited Balance Sheet Data |
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
||||
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
||||
|
Cash |
|
$ |
23,546 |
|
$ |
18,472 |
|
|
|
|
|
|
||
|
Earning Assets: |
|
|
|
|
|
|
|
|
|
|
||||
|
Portfolio Assets, net |
|
122,001 |
|
108,696 |
|
|
|
|
|
|
||||
|
Loans and interest receivable |
|
26,574 |
|
29,311 |
|
|
|
|
|
|
||||
|
Equity investments |
|
87,622 |
|
112,357 |
|
|
|
|
|
|
||||
|
Railroad assets |
|
7,403 |
|
|
|
|
|
|
|
|
||||
|
Deferred tax asset, net |
|
20,101 |
|
20,101 |
|
|
|
|
|
|
||||
|
Service fees receivable and other assets |
|
10,872 |
|
8,726 |
|
|
|
|
|
|
||||
|
Total assets |
|
$ |
298,119 |
|
$ |
297,663 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Notes payable - other |
|
$ |
177,329 |
|
$ |
187,811 |
|
|
|
|
|
|
||
|
Minority interest and other liabilities |
|
13,967 |
|
5,959 |
|
|
|
|
|
|
||||
|
Total liabilities |
|
191,296 |
|
193,770 |
|
|
|
|
|
|
||||
|
Total equity |
|
106,823 |
|
103,893 |
|
|
|
|
|
|
||||
|
Total liabilities and equity |
|
$ |
298,119 |
|
$ |
297,663 |
|
|
|
|
|
|
||
5
|
FirstCity Financial Corporation |
|
Supplemental Information |
|
(Dollars in thousands) |
|
(Unaudited) |
|
|
|
Three Months Ended |
|
Year Ended |
|
||||||||
|
|
|
December 31, |
|
December 31, |
|
||||||||
|
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
||||
|
Portfolio Asset Acquisition and Resolution: |
|
|
|
|
|
|
|
|
|
||||
|
Summary Operating Statement Data |
|
|
|
|
|
|
|
|
|
||||
|
Revenues |
|
$ |
10,945 |
|
$ |
7,470 |
|
$ |
43,217 |
|
$ |
27,522 |
|
|
Equity in earnings of investments |
|
2,629 |
|
3,712 |
|
10,944 |
|
11,756 |
|
||||
|
Gain on sale of subsidiaries and equity investments |
|
|
|
54 |
|
207 |
|
2,459 |
|
||||
|
Expenses |
|
(11,880 |
) |
(8,057 |
) |
(40,875 |
) |
(26,362 |
) |
||||
|
Operating contribution before provision for loan and impairment losses |
|
1,694 |
|
3,179 |
|
13,493 |
|
15,375 |
|
||||
|
Provision for loan and impairment losses |
|
1,125 |
|
170 |
|
2,061 |
|
271 |
|
||||
|
Operating contribution, net of direct taxes |
|
$ |
569 |
|
$ |
3,009 |
|
$ |
11,432 |
|
$ |
15,104 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Aggregate purchase price of portfolios acquired: |
|
|
|
|
|
|
|
|
|
||||
|
Acquisition partnerships |
|
|
|
|
|
|
|
|
|
||||
|
Domestic |
|
$ |
5,309 |
|
$ |
34,653 |
|
$ |
121,679 |
|
$ |
136,596 |
|
|
Latin America |
|
4,496 |
|
2,132 |
|
69,455 |
|
58,236 |
|
||||
|
Europe |
|
14,661 |
|
101,132 |
|
23,199 |
|
102,158 |
|
||||
|
Total |
|
$ |
24,466 |
|
$ |
137,917 |
|
$ |
214,333 |
|
$ |
296,990 |
|
|
|
|
Purchase |
|
FirstCitys |
|
|
|
|
|
|
||
|
|
|
Price |
|
Investment |
|
|
|
|
|
|
||
|
Historical Acquisitions - Annual: |
|
|
|
|
|
|
|
|
|
|
||
|
2007 |
|
$ |
214,333 |
|
$ |
126,714 |
|
|
|
|
|
|
|
2006 |
|
296,990 |
|
144,048 |
|
|
|
|
|
|
||
|
2005 |
|
146,581 |
|
71,405 |
|
|
||||||