FirstCity Financial (FCFC)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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FirstCity Financial Corporation
(Exact name of registrant as specified in its charter)

 

        Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

        Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

        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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not 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. o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

        The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2008 was $39,909,953 based on the closing price of the common stock of $4.46 per share on such date as reported on the NASDAQ Global Select Market.

        The number of shares of the registrant's common stock outstanding at March 26, 2009 was 9,831,937.

DOCUMENTS INCORPORATED BY REFERENCE

        Part III of this Form 10-K incorporates certain information by reference to the earlier filed of (i) an amendment to this annual report on Form 10-K or (ii) the definitive proxy statement for the 2009 Annual Meeting of Stockholders.

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Table of Contents

FIRSTCITY FINANCIAL CORPORATION
TABLE OF CONTENTS

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FORWARD LOOKING INFORMATION

        This Annual Report on Form 10-K includes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. In addition, we may make other written and oral communications from time to time that contain such statements. All statements regarding our expected financial position, strategies and growth prospects, anticipated events or trends, and general economic conditions that we expect to exist in the future, are forward-looking statements. The words, "anticipates," "believes," "feels," "expects," "estimates," "seeks," "strives," "plans," "intends," "outlook," "forecast," "position," "target," "mission," "assume," "achievable," "potential," "strategy," "goal," "aspiration," "outcome," "continue," "remain," "maintain," "trend," "objective" and variations of such words and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may" or similar expressions, as they relate to our business, operations and management, are intended to identify forward-looking statements and are not historical facts.

        You are cautioned that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. As such, our forward-looking statements could be wrong in light of these and other risks, uncertainties and assumptions. For a discussion on the risks, uncertainties and assumptions that could affect our future events, developments or results, you should carefully review Item 1A. "Risk Factors" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K.

        Forward-looking statements speak only as of the date the statement is made, and we have no obligation to publicly update or revise our forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. Actual results could differ materially from those anticipated in forward-looking statements, and future results could differ materially from historical performance.

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PART I

Item 1.    Business.

General

        FirstCity Financial Corporation (the "Company", "FirstCity," "we" or "us"), a Delaware corporation, is a financial services company headquartered in Waco, Texas with offices throughout the United States and Mexico and a presence in Europe and South America. The Company engages in two major business segments—Portfolio Asset Acquisition and Resolution and Special Situations Platform. The Portfolio Asset Acquisition and Resolution business has been the Company's core business segment since it commenced operations in 1986. In the Portfolio Asset Acquisition and Resolution business, the Company acquires portfolios of performing and non-performing loans and other assets (collectively, "Portfolio Assets" or "Portfolios"), generally at a discount to their legal principal balances or appraised values, and services and resolves such Portfolio Assets in an effort to maximize the present value of the ultimate cash recoveries. The Company engages in its Special Situations Platform business through its majority ownership in a subsidiary that was formed in April 2007. Through its Special Situations Platform, the Company provides investment capital to privately-held middle-market companies through flexible capital structuring arrangements to generate an attractive risk-adjusted return. These capital investments primarily take the form of senior and junior financing arrangements, but also include direct equity investments, common equity warrants, distressed debt transactions, and leveraged buyouts.

        The Company became a publicly-held institution in July 1995 through its acquisition by merger (the "Merger") of First City Bancorporation of Texas, Inc. ("FCBOT"), a former bank holding company that had been engaged in a proceeding under Chapter 11 of the United States Bankruptcy Code since November 1992. As a result of the Merger, the Company's common stock, $.01 par value per share, became publicly held. In addition, as a result of the Merger, the Company retained FCBOT's rights to approximately $597 million in net operating loss carryforwards ("NOLs"), which the Company uses to off-set taxable income generated by the Company and its consolidated subsidiaries (refer to Item 1A. "Risk Factors" of this Annual Report on Form 10-K).

Access to Public Filings and Additional Information

        FirstCity maintains an internet website at www.fcfc.com. Information contained on our website is not part of this Annual Report on Form 10-K. Stockholders of the Company and the public may access our periodic and current reports (including annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, and any amendments to those reports) as filed with or furnished to the Securities and Exchange Commission ("SEC"). We make this information available through the "Investors" section of our website as soon as reasonably practicable after we electronically file the information with or furnish it to the SEC. This information may be reviewed, downloaded and printed, free of charge, from our website at any time. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC at www.sec.gov.

        FirstCity also provides public access to our Code of Business Conduct and Ethics, and the charters of the following committees of our Board of Directors: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Code of Business Conduct and Ethics and committee charters may be viewed free of charge through the "Investors" link of our website at www.fcfc.com.

        Stockholders of the Company and the public may obtain copies of any of these reports and documents free of charge by writing to: FirstCity Financial Corp., Attn: Investor Relations, 6400 Imperial Dr., Waco, Texas 76712.

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Overall Business Strategy

        The Company has strategically aligned its operations into two major business segments—the Portfolio Asset Acquisition and Resolution business and Special Situations Platform business. The Portfolio Asset Acquisition and Resolution business has been the Company's core business segment since it commenced operations in 1986. In the Portfolio Asset Acquisition and Resolution business, the Company acquires Portfolio Assets, generally at a discount to their legal principal balances or appraised values, and services and resolves such Portfolio Assets in an effort to maximize the present value of the ultimate cash recoveries. FirstCity's entry into its Special Situations Platform business began in April 2007 with the formation of FirstCity Denver Investment Corp. ("FirstCity Denver")—a majority-owned subsidiary which was designed to provide the Company with another investment platform to leverage the skills and expertise of management and additional business partners by seeking out additional investment opportunities that align with the Company's overall business strategy. In the Special Situations Platform business, FirstCity provides investment capital to privately-held middle-market companies through flexible capital structuring arrangements and focuses on restructurings, turnarounds, businesses with robust market positions, and other special situations.

        To enhance our position in the specialty financial services industry, FirstCity has implemented an overall business strategy that emphasizes the following components:

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Increase the Company's investments in Portfolio Assets acquired from financial services entities and government agencies for our own account, thereby leveraging our management team's considerable experience in acquiring distressed debt from such institutions in an industry fueled by challenges experienced in the financial services sector.



•

Increase the Company's investments in Portfolio Assets acquired through investment entities formed with one or more other co-investors, thereby capitalizing on the expertise of partners whose skills complement those of the Company.



•

Identify and acquire, through non-traditional niche sources, distressed assets and other asset classes that meet the Company's investment criteria, which may involve the utilization of special acquisition structures.



•

Acquire, manage, service and resolve Portfolio Assets in certain international markets, either separately or in partnership with others.



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Capitalize on the Company's servicing expertise to enter into new markets with servicing agreements that provide for reimbursement of costs of entry and operations plus an incentive servicing fee after certain thresholds are met without requiring substantial equity investments.



•

Generate current income and capital appreciation by investing in flexible capital structuring arrangements with privately-held middle-market companies to provide an attractive risk-adjusted return. The capital investments will primarily take the form of senior and junior financing arrangements, but may also include direct equity investments, common equity warrants, distressed debt transactions, and leveraged buyouts.



•

Maximizing growth in operations, thereby permitting the utilization of the Company's remaining net operating loss carryforwards ("NOLs").

Portfolio Asset Acquisition and Resolution Business Segment

        In the Portfolio Asset Acquisition and Resolution business, the Company acquires portfolios of performing and non-performing loans and other assets (collectively, "Portfolio Assets" or "Portfolios"), generally at a discount to their legal principal balances or appraised values ("Face Value"), and services and resolves such Portfolio Assets in an effort to maximize the present value of the ultimate cash

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recoveries. The amount paid for a loan reflects FirstCity's determination that it is probable the Company will be unable to collect all amounts due according to the loan's contractual terms.

        The Company began operating in the financial services business in 1986 as an acquirer of distressed assets from the Federal Deposit Insurance Corporation and the Resolution Trust Corporation. From its original office in Waco, Texas, with a staff of four professionals, the Company's asset acquisition and resolution business expanded to become a significant participant in an industry fueled by challenges experienced in the financial services sector throughout the world. In the late 1980s, the Company also began acquiring assets from healthy financial institutions interested in eliminating non-performing assets from their portfolios.

        FirstCity acquires Portfolio Assets for its own account or through investment entities formed with one or more other co-investors (each such entity, an "Acquisition Partnership"). To date, FirstCity and the Acquisition Partnerships have acquired over $10.8 billion in Face Value of Portfolio Assets, with FirstCity's equity investment approximating $732.5 million.

Industry Overview and Sources of Portfolio Assets

        The purchase and resolution of underperforming and non-performing assets is a growing industry that is driven by several factors including:

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increasing debt levels;



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increasing defaults of underlying receivables;



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challenges presented by a decline in general economic conditions in the U.S. and internationally;



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increasing levels of troubled and failed financial institutions in the U.S.; and



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mounting debt and pressure on financial services entities to remove non-performing or unattractive assets from their balance sheets.

        A decline in general economic conditions over the past year has recently augmented the trend of financial institutions, government agencies and other sellers to package and sell asset portfolios to investors (generally at a discount) as a means of disposing of non-performing loans or other surplus or non-strategic assets. Financial institutions are also selling underperforming and non-performing assets to improve their regulatory capital positions (pursuant to state and federal regulations, commercial banks and insurance companies are generally required to allocate more regulatory capital to underperforming and non-performing assets). Sales of such assets improve the seller's balance sheet (i.e. asset quality and capital positions), reduce overhead costs, reduce staffing requirements, and avoid management and personnel distractions associated with the intensive and time-consuming task of resolving loans and disposing of real estate.

        We believe that as a result of the difficulty in servicing and resolving these underperforming and non-performing assets, and the desire of financial institutions, government entities and other entities to shed these assets for reasons described above, there will be a significant increase in the supply of Portfolio Assets available for purchase.

Portfolio Assets

        FirstCity acquires and manages Portfolio Assets, which are generally purchased at a discount to Face Value by FirstCity or through Acquisition Partnerships. The Portfolio Assets are generally non-homogeneous assets, including loans of varying qualities that are unsecured or secured by diverse collateral types and real estate. Some of the secured Portfolio Assets are loans for which resolution is tied primarily to the real estate securing the loan, while others may be collateralized business loans, the resolution of which may be based either on real estate, business assets or other collateral cash flow.

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        FirstCity seeks to resolve Portfolio Assets through (i) a negotiated settlement with the borrower in which the borrower pays all or a discounted amount of the loan, (ii) conversion of the loan into a performing asset through extensive servicing efforts followed by either a sale of the loan to a third party or retention of the loan by FirstCity or the Acquisition Partnerships or (iii) foreclosure and sale of the collateral securing the loan.

        FirstCity has substantial experience acquiring, managing and resolving a wide variety of asset types and classes. As a result, it does not limit itself as to the types of Portfolios it will evaluate and purchase. FirstCity's willingness to acquire Portfolio Assets is generally determined by factors including the information that is available regarding the assets in a Portfolio, the price at which the Portfolio can be acquired and the expected net cash flows from the resolution of such assets. FirstCity and the Acquisition Partnerships have acquired Portfolio Assets in virtually all 50 states, the Virgin Islands, Dominican Republic, Puerto Rico, Brazil, Chile, France, Germany, Japan, Mexico, and Argentina. FirstCity believes that its willingness to acquire non-homogeneous Portfolio Assets without regard to geographic location provides it with an advantage over certain competitors that limit their activities to either a specific asset type or geographic location.

        FirstCity also seeks to capitalize on emerging opportunities in foreign countries in which the market for non-performing loans of the type generally purchased by FirstCity is less efficient than the market for such assets in the United States. FirstCity has equity interests in certain European servicing companies (MCS et Associes, S.A. ("MCS") and HMCS Investment GmbH ("HMCS")), and in conjunction with these servicing entities, the Company actively pursues opportunities with the servicing entities' investors to purchase pools of Portfolio Assets in France, Germany and other areas of Western Europe. FirstCity also pursues business opportunities with co-investors to purchase pools of Portfolio Assets in Latin America.

        The following table presents selected data for the Portfolio Assets acquired by FirstCity:

Portfolio Assets Acquired

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(1)

Includes investments made in the form of equity and notes receivable from the Acquisition Partnerships payable to affiliates of the investors.



(2)

Includes investments made in the form of equity and notes receivable from the Acquisition Partnerships payable to affiliates of the Company.

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Portfolio Purchases by Region

        Subsequent to December 31, 2008, the Company was involved in acquiring $72.4 million of Portfolio Assets with a Face Value of approximately $148.9 million—of which FirstCity's investment share was $67.1 million.

Sources of Portfolio Assets

        FirstCity develops its Portfolio Asset opportunities through a variety of sources. Since the activities or contemplated activities of expected sellers are generally publicized in industry publications and through other similar sources, FirstCity monitors such publications and similar sources. FirstCity also maintains relationships with a variety of parties involved as sellers or as brokers or agents for sellers. Many of the brokers and agents concentrate by asset type and have become familiar with FirstCity's acquisition criteria and periodically approach FirstCity with identified opportunities. In addition, business referrals from other investors in Acquisition Partnerships, repeat business from previous sellers, focused marketing by FirstCity and the nationwide presence of FirstCity are important sources of business.

        FirstCity identifies investment opportunities in foreign markets in much the same manner as in the United States. In varying degrees of volume and efficiency, the markets of Europe, Asia, and Latin America all include sellers of nonperforming assets. In some countries, such as Mexico, the government has taken a very active role in the management and orderly disposition of these types of assets. FirstCity's established presence in Mexico and France provides a strong base for the identification, valuation, and acquisition of assets in those countries, as well as in adjacent markets. FirstCity continues to identify partners who have contacts within various foreign markets and or can assist in locating Portfolio Asset opportunities with FirstCity.

Asset Analysis and Underwriting

        Prior to making an offer to acquire any Portfolio, FirstCity performs an extensive evaluation of the assets that comprise the Portfolio. If, as is often the case, the Portfolio Assets are non-homogeneous, FirstCity evaluates all individual assets determined to be significant to the total of the proposed purchase. If the Portfolio Assets are homogenous in nature, a sample of the assets comprising the Portfolio may be selected for evaluation. The evaluation of individual assets generally includes analyzing the credit and collateral file or other due diligence information supplied by the seller. Based upon such seller-provided information, FirstCity undertakes additional evaluations of the asset, that, to the extent permitted by the seller, include site visits to, and environmental reviews of the property

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securing the loan or the asset proposed to be purchased. FirstCity also analyzes relevant local economic and market conditions based on information obtained from its prior experience in the market or from other sources, such as local appraisers, real estate principals, realtors and brokers.

        The evaluation includes an analysis of an asset's projected cash flow and sources of repayment, including the availability of third party guarantees. FirstCity values loans (and other assets included in a portfolio) on the basis of its estimate of the present value of estimated cash flow to be derived in the resolution process. Once the cash flow estimates for a proposed purchase and the financing and partnership structure, if any, are finalized, FirstCity can complete the determination of its proposed purchase price for the targeted Portfolio Assets. Purchases are subject to purchase and sale agreements between the seller and the purchasing affiliate of FirstCity.

        The analysis and underwriting procedure in foreign markets follows the same extensive diligence philosophy as that employed by the Company domestically. Additional risks are evaluated in foreign markets, including economic factors (inflation or deflation), currency strength, short and long-term market stability and political concerns. These risks are evaluated and priced into the cost of the acquisition.

Servicing

Portfolio Assets

        After a Portfolio is acquired, FirstCity assigns the Portfolio Assets to account servicing officers who are independent of the personnel that performed the due diligence evaluation in connection with the purchase of the Portfolio. Portfolio Assets are serviced either at the Company's headquarters or in one of FirstCity's other offices. FirstCity may establish servicing operations in locations in close proximity to significant concentrations of Portfolio Assets. Such offices are reviewed for closing after the assets in the geographic region surrounding the office are substantially resolved. The assigned account servicing officer develops a business plan and budget for each asset based upon an independent review of the cash flow projections developed during the investment evaluation, physical inspections of assets or collateral underlying the related loans, evaluation of local market conditions and discussions with the relevant borrower. Budgets are periodically reviewed and revised as necessary. FirstCity employs loan-tracking software and other operational systems that are generally similar to systems used by commercial banks, but which have been enhanced to track both the collected and the projected cash flows from Portfolio Assets.

        The Company does not recognize capitalized servicing rights related to its Portfolio Assets because servicing is not contractually separated from the underlying assets by sale or securitization of the assets with servicing retained or separate purchase or assumption of the servicing, and FirstCity does not have the risks and rewards of ownership of the servicing rights. FirstCity services, in all material respects, the Portfolio Assets owned for its own account, the Portfolio Assets owned by the Acquisition Partnerships and, to a very limited extent, certain Portfolio Assets owned by third parties. In connection with the Acquisition Partnerships in the United States, FirstCity generally earns a servicing fee, which is a percentage of gross cash collections generated rather than a management fee based on the Face Value of the asset being serviced. The rate of servicing fee charged is generally a function of the average Face Value of the assets within each pool being serviced (the larger the average Face Value of the assets in a Portfolio, the lower the fee percentage within the prescribed range), the type of assets and the level of servicing required on each asset. For the Mexican Acquisition Partnerships, FirstCity earns a servicing fee based on costs of servicing plus a profit margin. The Company also has certain consulting contracts with its Mexican investment entities pursuant to which the Company is entitled to additional compensation for servicing once a specified return to the investors has been achieved. The Acquisition Partnerships in Europe and South America are serviced by various entities in which the Company

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maintains an equity interest in the servicing entities. In all cases, service fees are recognized as they are earned in accordance with the servicing agreements.

Small Business Administration Loans

        In connection with the Company's lending activities relative to U.S. Small Business Administration ("SBA") loan programs, the Company recognizes servicing assets in a purchase or through the sale of originated or purchased loans when servicing rights are retained. The Company generally recognizes and measures at fair value purchased servicing rights and servicing rights retained obtained from the sale of SBA loans previously originated or purchased. The Company subsequently measures the servicing assets by using the amortization method, which amortizes servicing assets in proportion to, and over the period of, estimated net servicing income. The amortization of the servicing assets is analyzed periodically and is adjusted to reflect changes in prepayment rates and other estimates.

Structure and Financing of Portfolio Asset Purchases

        Portfolio Assets are either acquired for the account of a FirstCity subsidiary or through the Acquisition Partnerships. Portfolio Assets acquired directly by a FirstCity subsidiary may be funded with equity financing provided by a third party lender, loans made by FirstCity to its subsidiaries, and/or other secured debt that is recourse only to the FirstCity subsidiary acquiring the Portfolio Assets. Portfolio Assets owned directly by an Acquisition Partnership may be funded with equity contributions, loans made by a co-investor and/or FirstCity or one of its subsidiaries, financing provided by third parties, and/or other secured debt that is recourse only to the Acquisition Partnership.

        Each Acquisition Partnership is a separate legal entity, (generally a limited partnership, but may instead be a limited liability company, trust, corporation or other type of entity). FirstCity and an investor typically form a corporation to serve as the corporate general partner of each Acquisition Partnership. Generally, for domestic Acquisition Partnerships, FirstCity and another investor each own 50% of the general partner and a 49.5% limited partnership interest in the domestic Acquisition Partnership (the general partner owns the other 1% interest). Cargill or its affiliates are the investors in a substantial majority of the domestic Acquisition Partnerships currently in existence. See "Relationship with Cargill" below. Certain institutional investors have also held limited partnership interests in the Acquisition Partnerships and may hold interests in the related corporate general partners as well.

        When Acquisition Partnerships are funded with acquisition financing, the debt is usually secured only by the assets of the individual entity, and are nonrecourse to the Company, its co-investors and the other Acquisition Partnerships. FirstCity believes that this legal structure insulates the Company and the other Acquisition Partnerships from certain potential risks, while permitting FirstCity to share in the economic benefits of each Acquisition Partnership.

        Senior secured acquisition financing by Bank of Scotland plc provides all of the financing for funding of purchase of Portfolio Assets by FH Partners LLC, a wholly-owned subsidiary of FirstCity (see "Relationship with Bank of Scotland" below). Purchases of Portfolio Assets by other FirstCity subsidiaries may be financed by senior secured acquisition financing provided by FirstCity or other lenders. Purchases of Portfolio Assets by Acquisition Partnerships may be financed by senior secured acquisition financing provided by FirstCity and/or other investors or secured financing provided by other third party lenders. Senior acquisition financing is obtained at variable interest rates with negotiated spreads to the base rates. The terms of the senior acquisition debt of the Acquisition Partnerships often allow, under certain conditions, distributions to equity partners before the debt is repaid in full.

        Prior to maturity of any senior acquisition debt, the Acquisition Partnerships typically refinance the senior acquisition debt with long-term debt secured by the assets of the partnership. Such long-term debt generally accrues interest at a lower rate than the senior acquisition debt, has collateral terms

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similar to the senior acquisition debt, and permits distributions of excess cash flow generated by the Acquisition Partnership to the equity partners so long as the partnership is in compliance with applicable financial covenants.

        In foreign markets, FirstCity conducts analysis with respect to the establishment of ownership structures. Prior to investment, FirstCity, in conjunction with its co-investors, performs significant due diligence and planning on the tax, licensing, and other ownership issues of the particular country. As in the United States, each foreign Acquisition Partnership is a separate legal entity, generally formed as the equivalent of a limited liability company or a liquidating trust.

Relationship with Other Investors in Acquisition Partnerships

        Cargill, Inc., an international provider of food, agricultural and risk management products and services, and certain of its affiliates are investors in a substantial majority of our domestic and European Acquisition Partnerships. Cargill, Inc. is generally regarded as one of the world's largest privately-held corporations. Although management believes that our relationship with Cargill is excellent, there can be no assurance that such relationship will continue in the future. FirstCity is not dependent on Cargill or its affiliates for future liquidity or funding. Refer to Item 1A. "Risk Factors" of this Annual Report on Form 10-K.

        American International Group, Inc. ("AIG"), an international insurance organization, and certain of its affiliates are investors in a substantial majority of our Latin American Acquisition Partnerships. Although management believes that our relationship with AIG is excellent, there can be no assurance that such relationship will continue in the future. The Company is not dependent on AIG for future liquidity or funding. Refer to Item 1A. "Risk Factors" of this Annual Report on Form 10-K.

Relationship with the Bank of Scotland

        FirstCity has a significant relationship with Bank of Scotland plc ("Bank of Scotland") and its subsidiaries. Since 1997, Bank of Scotland and certain of its affiliates have provided credit facilities to FirstCity and its wholly-owned subsidiaries.

        Bank of Scotland provides FirstCity and its subsidiaries a loan facility under a revolving credit agreement to finance the senior debt and equity portion of portfolio and asset purchases and working capital loans. The maximum available commitment under this revolving credit facility was $225.0 million at December 31, 2008. This facility is secured by substantially all of the assets of FirstCity and certain of its wholly-owned subsidiaries, and guaranteed by substantially all of the wholly-owned subsidiaries of FirstCity.

        FH Partners LLC, a wholly-owned affiliate of FirstCity, has a $100.0 million revolving credit facility with Bank of Scotland to finance portfolio and asset purchases consummated by FH Partners LLC. This facility is secured by all assets of FH Partners LLC and guaranteed by FirstCity and certain of its wholly-owned subsidiaries.

        In addition, FirstCity has a $25.0 million subordinated credit agreement with BoS (USA) which may be used to finance equity investments in new ventures, equity investments made in connection with portfolio and asset purchases and loans made by FirstCity and its subsidiaries to acquisition entities, provide for the issuance of letters of credit, and for working capital loans. This credit agreement is guaranteed by substantially all of the wholly-owned subsidiaries of FirstCity and secured by substantially all of the assets of FirstCity and its wholly-owned subsidiaries.

        Refer to Notes 2 and 7 of the Company's 2008 Consolidated Financial Statements for additional details and terms underlying the Company's loan facilities with the Bank of Scotland and BoS (USA).

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        BoS (USA) has a warrant to purchase 425,000 shares of the Company's common stock at $2.3125 per share. BoS (USA) is entitled under certain circumstances to additional warrants in connection with the existing warrant for 425,000 shares to retain its ability to acquire approximately 4.86% of the Company's common stock. The warrant will expire on August 31, 2010, if it is not exercised prior to that date.

Business Strategy of Portfolio Asset Acquisition and Resolution Business

        Historically, FirstCity has leveraged its expertise in asset resolution and servicing by investing in a wide variety of asset types across a broad geographic scope. FirstCity continues to follow this investment strategy and seeks expansion opportunities into new asset classes and geographic areas when it believes it can achieve attractive risk adjusted returns. The following items are significant elements of FirstCity's business strategy in the portfolio acquisition and resolution business:

•

Traditional markets.  FirstCity believes it will continue to invest in Portfolio Assets acquired from financial institutions and government agencies, both for its own account or through investment entities formed with one or more co-investors.



•

Niche markets.  FirstCity believes it will continue to pursue profitable private market niches in which to invest. The niche investment opportunities that FirstCity has pursued to date include (i) the acquisition of improved or unimproved real estate, including excess retail sites, and (ii) periodic purchases of single financial or real estate assets from banks and other financial institutions with which FirstCity has established relationships, and from a variety of other sellers that are familiar with the Company's reputation for acting quickly and efficiently.



•

Foreign markets.  FirstCity believes that the foreign markets for Portfolio Assets are less developed than the U.S. market, and therefore provide a greater opportunity to achieve attractive risk adjusted returns. FirstCity has purchased Portfolio Assets in France, Germany, Japan (sold in 1999), Mexico, the Virgin Islands, Dominican Republic, Puerto Rico, Chile, Brazil and Argentina and expects to continue to seek purchase opportunities outside of the United States.



•

SBA lending.  In November 2006, the Company, through its subsidiary American Business Lending, Inc. ("ABL") acquired a license from the U.S. Small Business Administration (the "SBA") to originate and service SBA 7(a) loans. The Company believes that the ability to acquire and originate these types of loans provides the diversity to create an attractive growth opportunity within the domestic market.

Special Situations Platform Business Segment

        FirstCity's entry into its Special Situations Platform business began in April 2007 with the formation of FirstCity Denver—a majority-owned subsidiary which was designed to provide the Company with another investment platform to leverage the skills and expertise of management and other business partners by seeking out additional investment opportunities that align with the Company's overall business strategy. In the Special Situations Platform business, FirstCity Denver provides investment capital to privately-held middle-market companies through flexible capital structuring arrangements. FirstCity Denver's primary investment objective is to generate both current income and capital appreciation through debt and equity investments, and to generally structure the investments to be repaid or exited in 12 to 36 months. We invest primarily in U.S. middle-market companies, where we believe the supply of primary capital is limited and the investment opportunities are most attractive.

        Our investment opportunities in middle-market companies target restructurings, turnarounds, businesses with robust market positions, and other special situations. The nature of our capital

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investments primarily take the form of senior and junior financing arrangements, but also include direct equity investments, common equity warrants, distressed debt transactions, and leveraged buyouts. The composition of our investments will change over time given our views on, among other factors, the economic and credit environments that impact our operations.

        To date, FirstCity Denver has been involved in middle-market transactions with total investment values approximating $51.1 million. In connection with these investments, FirstCity Denver provided $31.4 million of investment capital to privately-held middle-market companies—$22.3 million in the form of debt investments and $9.1 million as equity investments.

Market Opportunity

        We believe the environment for investing in middle-market companies is attractive for the following reasons:

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We believe middle-market companies have faced increasing difficulty in accessing the capital markets due to the severe dislocation in the credit markets, and capital-constraints and underwriting limitations experienced by commercial banks.



•

We believe recent disruptions within the credit markets generally have resulted in a reduction in competition and a more lender-friendly environment due to a decline in the scope and availability of middle-market financing arrangements.



•

We believe consolidation among commercial banks has reduced their service and product offerings to middle-market business.



•

We believe the current economic downturn has resulted in defaults and covenant breaches by middle-market companies, which will require new capital to shore-up liquidity or provide new capital through restructuring.

Sources of Investments

        FirstCity Denver has established an extensive referral network comprised of investment bankers, private equity firms, trade organizations, commercial bankers, attorneys, businesses and financial brokers. Our origination efforts include calling on and visiting these contacts and other middle-market intermediaries to generate deal flow. In addition, we have developed an extensive proprietary database of reported middle-market transactions, which enables us to monitor and evaluate the middle-market investing environment. This database is used to help us assess whether we are penetrating our target markets and to accurately track terms and pricing. We expect that our ability to leverage these relationships and transaction information will continue to result in the referral of investment opportunities to us.

Investment Selection

        FirstCity Denver chooses investments based on the investment experience of its professionals and a detailed investment analysis for each investment opportunity. We selectively narrow prospective investment opportunities through a process designed to identify the most attractive opportunities. We follow a rigorous process based on:

•

a comprehensive analysis of the company's creditworthiness, including a quantitative and qualitative assessment of the company's business;



•

an evaluation of management and their economic incentives;



•

an analysis of business strategy and industry trends; and



•

an in-depth examination of capital structure, financial results and projections.

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        We seek to identify companies that exhibit superior fundamental risk-reward profiles and strong defensible business franchises while focusing on the relative value of the security in the company's capital structure.

Due Diligence

        If an investment opportunity merits pursuit, FirstCity Denver engages in an intensive due diligence process that involves extensive research into the target company, its management, its industry, its growth prospects, and its ability to withstand adverse conditions. Though each transaction involves a somewhat different approach, the due diligence steps that we generally undertake include:

•

meeting with the target company's management to get an insider's view of the business, and to probe for potential weaknesses in business prospects;



•

checking management's backgrounds and references;



•

performing a detailed review of historical financial performance and the quality of earnings;



•

visiting headquarters and company operations and meeting with top and middle-level executives;



•

contacting customers and vendors to assess both business prospects and standard practices;



•

conducting a competitive analysis, and comparing the company to its main competitors on an operating, financial, market share and valuation basis;



•

researching the industry for historic growth trends and future prospects as well as to identify future exit alternatives (including Wall Street research, industry association and general news);



•

assessing asset value and the ability of physical infrastructure and information systems to handle anticipated growth; and



•

investigating legal risks and financial and accounting systems.

        After completion of the due diligence process, the investment team involved in the transaction prepares a written investment analysis. Senior management involved in the transaction reviews the analysis, and if they are in favor of making the potential investment, the analysis is then presented to the investment committee for consideration. After an investment has been approved by the investment committee, a more-extensive due diligence process is employed by the transaction team. Additional due diligence with respect to any investment may be conducted on our behalf by attorneys, independent accountants, and other third-party consultants and research firms prior to the closing of the investment, as appropriate on a case-by-case basis.

Investment Structure

        FirstCity Denver's investments in middle-market companies primarily take the form of first- and second-lien loans and mezzanine debt. We tailor the terms of our debt investments to the facts and circumstances of the transaction and the prospective company, negotiating a structure that aims to protect our rights and manage our risk while creating incentives for the company to achieve its business plan and improve its profitability.

        For first- and second-lien senior loans, we generally obtain security interests in the company's assets that will serve as collateral in support of repayment of loans. This collateral may take the form of first- or second-priority liens on the assets of the company.

        We generally structure our mezzanine investments as subordinated loans that provide for relatively high, fixed interest rates that provide us with significant current income. These loans typically have interest-only payments in the early months, with amortization of principal deferred to the later term of

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the loans. In addition, our mezzanine investments will generally be collateralized by a subordinate lien on some or all of the assets of the company.

        In some cases, our debt investments may provide for a portion of the interest payable to be payment-in-kind interest. To the extent interest is payment-in-kind, it will be payable through the increase of the principal amount of the loan by the amount of interest due on the then-outstanding aggregate principal amount of the loan.

        In general, our debt investments include financial covenants and terms that require the company to reduce leverage over time, thereby enhancing credit quality. These methods may include, among other things: (i) maintenance leverage covenants; (ii) maintenance cash flow covenants; and (iii) indebtedness incurrence prohibitions. In addition, limitations on asset sales and capital expenditures prevent a company from changing the nature of its business or capitalization without our consent.

        Our debt investments may include equity features, such as carried interests and warrants to obtain or buy a minority interest in the company. Carried equity interests and warrants that we receive in connection with our debt investments may require only a nominal cost to obtain or exercise, and thus, as the middle-market company appreciates in value, we may achieve additional investment returns from these equity interests. In addition, our equity investments occasionally take the form of direct control-oriented investments in connection with buyout transactions.

Leverage

        FirstCity Denver's investment activities are funded primarily by borrowings made on the Company's $225.0 million revolving credit facility with Bank of Scotland and the $25.0 million subordinated credit agreement with BoS (USA). We intend to continue borrowing under these facilities in the future to finance future capital investments consummated by FirstCity Denver. Refer to Notes 2 and 7 of the Company's 2008 Consolidated Financial Statements for additional details and terms underlying the Company's loan facilities with the Bank of Scotland and BoS (USA).

Government Regulation

        Certain aspects of the Company's business are subject to regulation under various domestic federal, state and local statutes and regulations and various foreign laws and regulations that impose requirements and restrictions affecting, among other things, disclosures to obligors, the terms of secured transactions, collection, repossession and claims handling procedures, multiple qualification and licensing requirements for conducting business in various jurisdictions, and other trade practices. Additional laws and regulations, or amendment to existing laws and regulations, may be enacted that could impose additional restrictions on the servicing and collection of Portfolio Assets and other receivables—which in turn could adversely impact our ability to realize the carrying value of these assets.

Competition

Portfolio Asset Acquisition and Resolution Business Segment

        The Portfolio Asset Acquisition and Resolution business is highly competitive. Some of the Company's principal competitors are substantially larger and have considerably greater financial resources than the Company. As such, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some competitors may be better-suited than the Company to acquire Portfolio Assets, to pursue new business opportunities, or to survive periods of industry consolidation. Generally, there are three aspects of the distressed asset acquisition and resolution business: due diligence, Portfolio management, and servicing. The Company is a major participant in all three arenas. In comparison, certain of our competitors have historically competed

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primarily as portfolio purchasers and have customarily engaged other parties to conduct due diligence on potential purchases and to service acquired assets, and certain other competitors have historically competed primarily as servicing companies.

        The Company believes that its ability to acquire, service and resolve Portfolio Assets for its own account and through Acquisition Partnerships will be a significant component of the Company's overall future growth. Portfolio Asset acquisitions are often based on competitive bidding—which involves the risks of bidding too low (which generates no business) or bidding too high (which could result in the purchase of a Portfolio at an economically unattractive price).

Special Situations Platform Business Segment

        The Company's primary competition to provide financing to middle-market companies includes public and private funds, commercial and investment banks, commercial financing companies, insurance companies and, to the extent they provide an alternative form of financing, private equity funds. Many of our existing and potential competitors are substantially larger and have considerably greater financial and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. We use industry information available to our investment management team to assess investment risks and determine appropriate pricing for our investments in middle-market companies. Furthermore, we believe the relationships of our professionals enable us to learn about, and compete effectively for, investment opportunities with attractive middle-market companies in the industries in which we seek to invest.

Employees

        The Company had 265 employees as of December 31, 2008 compared with 241 employees at December 31, 2007. The Company believes that it has been successful in attracting quality employees and that employee relations are good.

Foreign Operations

        We have investments in various Acquisition Partnerships and servicing entities in Europe and Latin America. Revenues outside of the U.S. are a material part of our business, as they accounted for more than 35% of our consolidated revenues and equity in earnings of investments in each year in the three-year period ended December 31, 2008. See Note 8 of the Company's 2008 Consolidated Financial Statements for summarized information relating to the Company's foreign revenues.

        The Company has determined that the local currency is the functional currency for its operations outside the United States. We translate the results of operations for our foreign subsidiaries and affiliates from the designated functional currency to the U.S. dollar using average exchange rates during the relevant period. Since our revenues in foreign operations are denominated in non-U.S. currencies, fluctuations in exchange rates relative to the U.S. dollar could have a material adverse effect on our earnings and assets. In addition, changes in exchange rates associated with U.S. dollar-denominated assets and liabilities result in foreign currency transaction gains and losses.

        Since we report our results of operations in U.S. dollars, changes in relative foreign currency valuations from our foreign operations may result in reductions in our report revenues, operating income and earnings, as well as a reduction in the carrying value of our foreign-related assets. Accordingly, if the values of local currencies in foreign countries in which we certain of our subsidiaries and affiliates conduct business depreciate relative to the U.S. dollar, we would expect our operating results in future periods, and the value of our assets held in local currencies, to be adversely impacted.

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        Additional information on our currency exchange risk appears in Part II, Item 7A of this Annual Report on Form 10-K. Furthermore, refer to Note 8 of the Company's 2008 Consolidated Financial Statements for financial information on our revenues and assets by geographic area.

Item 1A.    Risk Factors.

        This section highlights specific risks that could affect our Company and its businesses. You should carefully consider each of the following risks and all of the other information set forth in this Annual Report on Form 10-K. Based on the information currently known to us, we believe that the following information identifies the most significant risk factors affecting our Company. However, the risks and uncertainties our Company faces are not limited to those described below. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

        If any of the following risks and uncertainties develops into actual events or the circumstances described in the risks and uncertainties occur, these events or circumstances could have a material adverse effect on our business, financial condition or results of operations. These events could also have a negative impact on the trading price of our securities.

Recent instability in the financial markets and global economy may affect our access to capital, our ability to purchase accounts, and the success of our collection efforts.

        Recently, the residential real estate market in the U.S. has experienced a significant downturn due to declining real estate values, substantially reducing mortgage loan originations and securitizations and precipitating more generalized credit market dislocations and a significant contraction in available liquidity globally. Financial markets in the United States and internationally have been experiencing extreme disruption in recent months, including, among other things, volatility in security prices, rating downgrades of certain investments and declining valuations of others. These factors, combined with fluctuating oil prices, declining business and consumer confidence and increased unemployment, have precipitated an economic recession. All types of borrowers are experiencing higher delinquency rates on various loans and defaults on indebtedness of all kinds have increased. Further declines in real estate values in the U.S. or elsewhere and continuing credit and liquidity concerns could further reduce our ability to collect on our loan portfolios and would adversely affect their value. In addition, continued or further credit market dislocations or sustained market downturns may reduce the ability of lenders to originate new credit, limiting our ability to purchase loan portfolios in the future. Further, increased financial pressure on distressed borrowers may result in additional regulatory restrictions on our operations and increased litigation filed against us. We are unable to predict the likely duration or severity of the current disruption in financial markets and adverse economic conditions and the effects they may have on our business, financial condition and results of operations.

Changes in the performance and creditworthiness of borrowers and other counterparties may adversely impact our business, financial condition and results of operations.

        Current market developments and economic conditions have affected business and consumer confidence levels which may result in adverse changes in payment patterns of our borrowers and obligors. This market turmoil and the tightening of credit have led to an increased level of loan delinquencies, lack of business and consumer confidence, and widespread reduction of business activity generally. A worsening of these conditions would likely aggravate the adverse effects of these difficult market conditions on our business, our borrowers and others in the financial services industry. Increased delinquencies and default rates may impact our loan charge-offs and related provisioning for loan losses. Deterioration in the quality of our loan portfolios could have an adverse impact on our business, financial condition and results of operations.

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We may incur significant credit losses due to downward trends in the economy and in the real estate market.

        The repayment of our Portfolio Assets and loans receivable is generally dependent upon future cash flows of the borrowers and/or future cash flows of the underlying collateral. While we evaluate our Portfolio Assets and loans receivable for impairment on a regular basis by reviewing the collectibility of the assets in light of various factors, worsening economic conditions increase the risk that our borrowers will not be able to repay our loans, and worsening real estate market conditions increase the risk that the value of the properties securing certain of our loans will be insufficient to repay amounts owing to us in the event our borrowers default on the loans. Deterioration in the value of the underlying loan collateral could have an adverse impact on our business, financial condition and results of operations.

We may be materially adversely affected by the decline in value of collateral securing our loans.

        The value of the underlying collateral that secures our loans, as well as real estate or other acquired distressed assets, is subject to various risks, including uninsured damage, change in location, or decline in value caused by use, age or market conditions (as discussed above). We may be materially adversely affected by any material decline in the value of such collateral.

We may experience greater credit losses than anticipated if our loan loss allowances are not sufficient to cover actual losses.

        We are exposed to the risk that our obligors will be unable to pay their loans according to their terms and that any collateral securing the payment of their loans may not be sufficient to assure payment. Credit losses are inherent in the business of purchasing and originating loans, and could have a material adverse effect on our operating results. Our credit risk with respect to real estate loan portfolio will relate principally to the creditworthiness of the obligors and the value of the real estate serving as security for the repayment of loans. Our credit risk with respect to our commercial loans will relate principally to the general creditworthiness of businesses and individuals and the value of the business assets serving as security for the repayment of the loans.

        We make various assumptions and judgments about the collectibility of our loans and the values of the underlying loan collateral for estimated credit losses based on a number of factors. If our assumptions and judgments are wrong, our existing allowance for loan losses may not be sufficient to cover our actual credit losses. We may have to increase our allowance and record additional loss provisions to adjust for changing conditions and assumptions, or as a result of any deterioration in the quality of our loan portfolio. The actual amount of future provisions cannot be determined at this time and may vary from the amounts of past provisions.

We may not predict the availability of Portfolio Assets.

        Long-term cycles in the general economy affect the business of acquiring and resolving Portfolio Assets. We cannot predict our future annual acquisition volume of Portfolio Assets. Moreover, our future purchase of Portfolio Assets will depend on the availability of Portfolios offered for sale, the availability of capital, and our ability to submit successful bids to purchase Portfolio Assets. Due to the highly competitive environment of the business of acquiring Portfolio Assets in the United States, we may be required to acquire Portfolio Assets at higher prices, which will lower our profit margins on the resolution of such Portfolios. To off-set these changes in the domestic arena, we continue to develop our presence in other markets. Under certain circumstances, we may choose not to bid for Portfolio Assets that we believe cannot be acquired at attractive prices. As a result of all the above factors, we may be materially adversely affected by variations on our Portfolio Asset purchases, and the revenue derived from the resolution of such Portfolio Assets.

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Our ability to manage risks associated with growth and entry into new businesses and foreign markets may be limited.

        We have entered into new business related to the Portfolio Asset acquisition business and new foreign markets in the Portfolio Asset acquisition business. We also recently entered into the business of originating and servicing loans as a small business lending company. Furthermore, we recently formed a special situations platform that provides investment capital to domestic privately-held middle-market companies through debt and equity investments.

        The entry into these new businesses and foreign markets has resulted in increased demands on our personnel and systems. The development and integration of the new businesses and operations in foreign venues requires the investment of additional capital and the continuous involvement of our senior management. We also must manage a variety of businesses and operations in foreign venues with differing markets, customer bases, financial products, systems and managements. An inability to develop, integrate and manage our businesses and operations in foreign venues could have a material adverse effect on our financial condition, results of operations and business prospects. Risks related to the start up of a business or entry into a new foreign market, including the ability to implement the new business plan and strategy to generate sufficient revenues necessary to avoid losses common to start up companies, the availability of opportunities for investment in the markets to be entered, the dependency of new businesses for liquidity and our ability to support and manage continued growth is dependent upon, among other things, our ability to attract and retain senior management for each of our businesses, to hire, train, and manage our workforce and to continue to develop the skills necessary for us to compete successfully in our existing and new businesses and operations in foreign venues. There can be no assurance that we will successfully meet all of these challenges.

We may not be able to purchase Portfolio Assets or make investments at sufficiently favorable prices or terms, or at all.

        Our ability to continue to generate revenues depends upon the continued availability of Portfolio Assets and middle-market capital investment opportunities that meet our purchase standards and investment criteria. There is no assurance that loan portfolios will be available for purchase or that middle-market investment opportunities will be available in the future, or at all, at favorable pricing and on terms acceptable to us. In addition, because of the highly competitive nature of these markets and the recent deterioration in general economic conditions, we may not be able to identify trends and make changes in our purchasing and investment strategies in a timely manner. Ultimately, if we are unable to continually purchase Portfolio Assets and/or invest capital in middle-market companies, our business will be materially and adversely affected.

It is likely that our actual experience will not be consistent with the assumptions underlying our Portfolio Asset performance and that the differences may be material and adverse.

        We determine the purchase price and carrying value of Portfolio Assets acquired by us by estimating expected future cash flows from such assets. We develop and revise such estimates based on our historical experience and current market conditions, and based on the discount rates that we believe are appropriate for the assets comprising the Portfolios. In addition, many obligors on Portfolio Assets have impaired or poor credit history, low income or other adverse credit events. We are subject to various risks associated with these borrowers, including, but not limited to, the risk that the borrowers will not satisfy their debt service obligations and that the realizable value of the assets securing their loans will not be sufficient to repay the borrowers' debt. If our Portfolio Asset performance differs from our assumptions and estimates, we may be materially adversely affected.

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Investments in and revenues from our foreign operations are subject to the risks associated with transactions involving foreign currencies.

        We manage and resolve, Portfolio Assets that we purchased in Europe and Latin America. Foreign operations are subject to various special risks, including currency translation risks, currency exchange rate fluctuations, foreign currency controls, and different political, social and legal environments within such foreign markets. To the extent future financing in foreign currencies is unavailable at reasonable rates, we will be further exposed to currency translation risks, currency exchange rate fluctuations and exchange controls. In addition, earnings of foreign operations may be subject to foreign income taxes that reduce cash flow available to meet debt service requirements and our other obligations, which may be payable even if we have no earnings on a consolidated basis. Fluctuations in our reported results from operations in foreign countries could materially adversely affect us.

        For operations outside the U.S., we determined that the local currency is the functional currency for such operations. As such, we translate the results of operations for our foreign subsidiaries and affiliates from the designated functional currency to the U.S. dollar using average exchange rates during the relevant period. Since our revenues in foreign operations are denominated in non-U.S. currencies, fluctuations in exchange rates relative to the U.S. dollar could have a material adverse effect on our earnings and assets. In addition, changes in exchange rates associated with U.S. dollar-denominated assets and liabilities result in foreign currency transaction gains and losses.

        Since we report our results of operations in U.S. dollars, changes in relative foreign currency valuations from our foreign operations may result in reductions in our reported revenues, operating income and earnings, as well as a reduction in the carrying value of our foreign-related assets. Accordingly, if the values of local currencies in foreign countries in which certain of our subsidiaries and affiliates conduct business depreciate relative to the U.S. dollar, we would expect our operating results in future periods, and the value of our assets held in local currencies, to be adversely impacted.

We may be materially adversely affected by fluctuation in interest rates.

        Most of our borrowings are at variable rates of interest. We will be materially impacted by fluctuations in interest rates. In addition, a substantial and sustained decline in interest rates may adversely impact the amount of distressed assets available for purchase by us. The value of our interest-earning assets and liabilities may be directly affected by the level of and fluctuations in interest rates, including the valuation of any residual interests in securitizations that would be severely impacted by increased loan prepayments resulting from declining interest rates.

Our liquidity or ability to raise capital may be limited.

        The successful execution of our business strategy depends on our continued access to obtain financing. In addition, we must also have access to liquidity to invest as equity or subordinated debt to meet our capital needs. We rely upon access to the capital markets and the cash flow from our subsidiaries to fund asset growth and to provide sources of liquidity. Our ability to issue and sell common equity (including securities convertible into, or exercisable or exchangeable for, common equity) is limited as a result of the tax laws relating to the preservation of the NOLs available to us as a result of the Merger. There can be no assurance that our funding relationships with commercial banks, investment banks and financial services companies (including the Bank of Scotland) will continue past their respective current maturity dates. If these credit facilities are not extended and we cannot find alternative funding sources on satisfactory terms, or at all, we may be materially adversely affected.

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We may not be able to retain, renegotiate or replace our existing primary credit facility.

        If we are unable to retain, renegotiate or replace our primary credit facility with Bank of Scotland, our growth could be adversely affected, which could negatively impact our business operations and the price of our common stock.

We may not be able to continue to satisfy the covenants in our debt agreements.

        Substantially all of our business assets are pledged to secure amounts owed to our lenders. Certain of our debt agreements impose a number of covenants restricting how we operate our business. Failure to satisfy any one of these covenants could result in all or any of the following consequences, each of which could have a materially adverse effect on our ability to conduct business: (1) acceleration of outstanding indebtedness; (2) inability to continue to purchase Portfolio Assets and fund investments needed to operate our business; and (3) our inability to secure alternative financing on favorable terms, if at all.

We may not be able to utilize all of our estimated net operating loss carryforwards.

        We believe that, as a result of the Merger, approximately $597 million of NOLs were available to us to off-set future taxable income as of December 31, 1995. Since December 31, 1995, we have generated an additional $56 million in net tax operating losses, utilized $95 million of NOLs, and had expiring NOLs of $334 million. Accordingly, as of December 31, 2008, we believe that we have approximately $224 million of NOLs available to off-set future taxable income, if any. However, because our position in regard to the original $597 million of NOLs resulting from the Merger is based upon factual determinations and upon legal issues with respect to which there is uncertainty, and because no ruling has been obtained from the Internal Revenue Service (the "IRS") regarding the availability of the NOLs to us, there can be no assurance that the IRS will not challenge the availability of such NOLs and, if challenged, that the IRS will not be successful in disallowing this portion of our NOLs. In a letter dated March 26, 2008, the IRS notified FirstCity of the completion of its examination on the Company's 2004 federal income tax return. The examination results were that no changes were made to FirstCity's original tax return as filed. Tax year 1994 and subsequent years are open to federal examination.

        The NOLs may be carried forward to off-set our future federal taxable income, if any, through the year 2027; however, the availability of a portion of the NOLs began to expire in 2005. Furthermore, our ability to utilize such NOLs will be severely limited if there is a more than a 50% ownership change at our company during a three-year testing period within the meaning of section 382 of the Internal Revenue Code of 1986, as amended (the "Tax Code").

        If we are unable to utilize our NOLs to off-set future taxable income, we would lose our ability to generate capital to support our expansion plans on a tax-advantaged basis, to off-set our pretax income and our consolidated subsidiaries' pretax income, and to have access to the cash flow that would otherwise be represented by payments of federal income tax liabilities.

We may not be able to utilize all of our deferred tax assets.

        In 2008, we established a full valuation allowance for the deferred tax asset to reduce its net carrying value to $0. Our deferred tax asset consists primarily of NOLs (discussed above), capital loss carryforwards, and differences in tax and financial reporting bases of our Acquisition Partnerships—off-set primarily by foreign non-repatriated earnings (refer to Note 11 of the Company's 2008 Consolidated Financial Statements for additional information on the deferred tax asset components). Some or all of our deferred tax assets could expire unused if we are unable to generate taxable income in the future sufficient to utilize them or we enter into transactions that limit our right to use them. If a material portion of our deferred tax assets expire unused, it could have a material adverse impact on

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our financial position, results of operations and cash flows. Our ability to realize the deferred tax asset is periodically reviewed and the valuation allowance is adjusted accordingly. See "Discussion of Critical Accounting Policies—Deferred Tax Asset" in this Annual Report on Form 10-K.

We may incur significant costs relating to removal of hazardous substances or waste from real property.

        Our subsidiaries and affiliates hold real property acquired through purchase transactions or through loan foreclosure. There is a risk that properties acquired by us could contain hazardous substances or waste, contaminants or pollutants. We may be required to remove such substances from the affected properties at our expense, and the cost of such removal may substantially exceed the value of the affected properties or the loans secured by such properties. Furthermore, we may not have adequate remedies against the prior owners or other responsible parties to recover our costs, either as a matter of law or regulation, or as a result of such prior owners' financial inability to pay such costs. We may find it difficult or impossible to sell the affected properties either prior to or following any such removal.

The major business segments in which we operate are highly competitive, and we may be unable to continue to compete successfully with businesses that may have greater resources than we have.

        Our Portfolio Asset Acquisition and Resolution business segment faces competition from a wide range of financial services companies and other competitors that may have substantially greater financial, personnel and other resources, greater adaptability to changing market needs and more established relationships in our industry than we currently have. Competitive pressures adversely affect the availability and pricing of loan portfolios, as well as the availability and cost of qualified recovery personnel. Because there are few significant barriers to entry for new purchasers of portfolios, there is a risk that additional competitors with greater resources than ours, including competitors that have historically focused on the acquisition of different asset types, will enter our market. If we are unable to develop and expand our business or adapt to changing market needs as well as our current or future competitors, we may experience reduced access to charged-off receivable portfolios at acceptable prices, which could reduce our profitability. Moreover, we may not be able to offer competitive bids for loan portfolios. We face bidding competition in our acquisition of loan portfolios. In our industry, successful bids generally are awarded on a combination of price, service and relationships with the debt sellers. Some of our current and future competitors may have more effective pricing and collection models, greater adaptability to changing market needs and more established relationships in our industry. They also may pay prices for portfolios that we determine are not reasonable. We may not be able to offer competitive bids for loan portfolios.

        In our Special Situations Platform business segment, our primary competition to provide investment capital to middle-market companies include public and private funds, commercial and investment banks, commercial financing companies, insurance companies and, to the extent they provide an alternative form of financing, private equity funds. Many of our existing and potential competitors are substantially larger and have considerably greater financial and marketing resources that we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us.

        If we are unable to purchase loan portfolios at favorable prices or at all, or if we are unable to provide investment capital to middle-market companies on acceptable terms or at all, our results of operations could be adversely impacted.

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We may be adversely affected by the regulated environment in which we operate.

        Some aspects of our business are subject to regulation, examination and licensing under various federal, state and local statutes and regulations that impose requirements and restrictions affecting, among other things, credit activities, maximum interest rates, finance and other charges, disclosures to obligors, the terms of secured transactions, collection, repossession and claims handling procedures, multiple qualification and licensing requirements for doing business in various jurisdictions, and other trade practices. We believe that we are currently in compliance in all material respects with applicable regulations, but there can be no assurance that we will be able to maintain such compliance. Failure to comply with, or changes in, these laws or regulations, or the expansion of our business into jurisdictions that have adopted more stringent regulatory requirements than those in which we currently conduct business, could have an adverse effect on our company by, among other things, limiting the income we may generate on existing and additional loans, limiting the states in which we may operate or restricting our ability to realize on the collateral securing its loans.

We may be adversely affected by the result of certain legal proceedings.

        The Company has been, and may in the future be, subject to various legal proceedings. It is inherently difficult to assess the outcome of these matters, and there can be no assurance that the Company will prevail in any proceeding or litigation. Any such matter could result in substantial cost and diversion of our efforts, which by itself could have a material adverse effect on the Company's financial condition and operating results. Further, adverse determinations in such matters could materially adversely affect the Company's business, financial condition and results of operations.

We may be adversely affected by a disruption or termination of our relationships with our Acquisition Partnership investors.

        Our relationship with Cargill, Inc. is material in a number of respects. Cargill, Inc., a privately-held, multi-national agricultural and financial services company, has provided equity and debt financing for a large portion of our domestic and European Acquisition Partnerships. We believe that our relationship with Cargill significantly enhances our credibility as a purchaser of Portfolio Assets and facilitates our ability to expand into other businesses and foreign markets. Although management believes that our relationship with Cargill is excellent, there can be no assurance that such relationship will continue in the future. As we have begun to acquire more portfolios on our own or with other investors, and have secured alternative sources of financing, our dependence on Cargill has diminished. There can be no assurance that such alternative financing will continue to be available. Any termination of such relationship could have a material adverse effect on our consolidated financial position, results of operations and business prospects.

        American International Group, Inc. ("AIG"), an international insurance organization, and certain of its affiliates are investors in a substantial majority of our Latin American Acquisition Partnerships. Although management believes that our relationship with AIG is excellent, there can be no assurance that such relationship will continue in the future. The termination or disruption of our investing relationship with AIG could adversely impact the results of our Latin American Acquisition Partnerships. The consequences of a disturbance in our relationship with AIG could be exacerbated due to the significant influence they exert as a majority-owner in a substantial majority of our Latin American Acquisition Partnerships. If our current relationship with AIG deteriorates, or if we are unable to find another suitable investor for our Latin American Acquisition Partnerships in the event our investing relationship with AIG is terminated, our results of operations and financial condition could be materially adversely affected.

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We may be adversely affected by a termination of employment of certain key personnel.

        We are dependent on the efforts of our senior executive officers. We are also dependent on several key members of our management who are instrumental in developing and implementing the business strategy for the Company. In addition, our borrowing facilities include key personnel provisions. These provisions generally provide that if certain key personnel are no longer employed and suitable replacements are not found within a defined time limit, certain facilities become due and payable. We may be adversely affected by the inability or unwillingness of one or more of these individuals to continue in his present role. There can be no assurance that any of the foregoing individuals will continue to serve in his current capacity or for what time period such service might continue. We do not maintain key person life insurance for any of its senior executive officers.

Our directors and executive officers may effectively control any vote of stockholders of our company.

        Our directors and executive officers collectively beneficially own 18.47% of our common stock. Although there are no agreements or arrangements with respect to voting such common stock among such persons, they, if acting together, may effectively be able to control any vote of our stockholders and thereby exert considerable influence over the affairs of our company. James T. Sartain, President and Chief Executive Officer of FirstCity, is the beneficial owner of 6.7% of our common stock. There can be no assurance that the interests of management or the other entities and individuals will be aligned with our other common stockholders.

Restrictions on transfer of shares may prevent certain holders of our common stock from transferring such stock.

        Our Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") contains provisions restricting the transfer of ours securities that are designed to delay, defer or prevent a change of control of our Company by deterring unsolicited tender offers or other unilateral takeover proposals and compelling negotiations with our Board of Directors rather than non-negotiated takeover attempts even if such events may be in the best interests of our stockholders. Our Certificate of Incorporation also contains certain provisions restricting the transfer of securities in our Company that are designed to prevent ownership changes that might limit or eliminate our ability to use our NOLs resulting from the Merger. Such restrictions may prevent certain holders of our common stock from transferring such stock even if such holders are permitted to sell such stock without restriction under the Securities Act of 1933, as amended, and may limit our ability to sell our common stock to certain existing common stockholders at an advantageous time or at a time when capital may be required but unavailable from any other source.

We may be adversely affected by period to period variances.

        A large portion of our revenue is based on proceeds realized from the resolution of the Portfolio Assets, which proceeds have historically varied significantly and likely will continue to vary significantly from period to period. Consequently, our period-to-period revenue and results of operations have historically varied, and are likely to continue to vary, correspondingly. Such variances, alone or with other factors, such as conditions in the economy or the financial services industries or other developments affecting us, may result in significant fluctuations in our reported operations and in the trading prices of our securities, particularly our common stock.

We may be adversely affected by tax, monetary and fiscal policy changes.

        We originate and acquire financial assets, the value and income potential of which are subject to influence by foreign regulations, various state and federal tax, monetary and fiscal policies in effect from time to time. The nature and direction of such policies are entirely outside our control, and we

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cannot predict the timing or effect of changes in such policies. Changes in such policies could have a material adverse effect on our consolidated financial position, results of operations and business prospects.

We may incur impairment charges based on the provisions of American Institute of Certified Public Accountants Statement of Position 03-3.

        We have in the past been able to establish with reasonable accuracy the estimated future cash receipts over the life of a purchased asset pool. Changes in economic conditions, fluctuations in interest rates, deterioration of collateral values, and other factors described in this section could cause the estimates of future cash flows to be materially different than actual cash receipts—which could adversely impact the results of operations if our future cash flow estimates decrease on loan portfolios accounted for under AICPA Statement of Position 03-3, "Accounting for Loans or Certain Securities Acquired in a Transfer" ("SOP 03-3"). SOP 03-3 provides guidance on accounting for differences between contractual and expected cash flows from an investor's initial investment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. SOP 03-3 is effective for loan portfolios acquired in fiscal years beginning after December 15, 2004 and was adopted by us on January 1, 2005. SOP 03-3 limits the revenue that may be accrued to the excess of the estimate of expected future cash flows over a portfolio's initial cost of accounts receivable acquired. SOP 03-3 requires that the excess of the contractual cash flows over expected cash flows not be recognized as an adjustment of revenue, expense, or on the balance sheet. SOP 03-3 freezes the internal rate of return ("IRR") originally estimated when the accounts receivable are purchased for subsequent impairment testing. Rather than lower the estimated IRR if the expected future cash flow estimates are decreased, the carrying value of our receivable portfolios would be written down to maintain the then-current IRR. The SOP also amends AICPA Practice Bulletin 6 in a similar manner and applies to all loans acquired prior to January 1, 2005. Increases in expected future cash flows would be recognized prospectively through an upward adjustment of the IRR over a portfolio's remaining life. Any increased yield then becomes the new benchmark for impairment testing and income recognition. Since SOP 03-3 does not permit yields to be lowered, there is an increased probability of our having to incur impairment charges in the future if the expected future cash flow estimates are decreased, which would negatively impact our profitability.

If we cannot meet NASDAQ's continued listing requirements, NASDAQ may delist our common stock, which would have an adverse impact on the liquidity and market price of our common stock.

        Our common stock is currently listed on the NASDAQ Global Select Market ("NASDAQ"). Under NASDAQ rules, a stock can be delisted and not allowed to trade on NASDAQ if the closing bid price of the stock over a 30 consecutive trading-day period is less than $1.00. Since the beginning of the financial markets crisis, we have experienced and continue to experience significant volatility, including substantial decreases, in the price of our common stock. On March 27, 2009, the closing price of our common stock was a $1.43 per share. NASDAQ implemented a temporary suspension of the rules requiring a minimum $1.00 closing bid price on October 16, 2008, and later extended the suspension until July 19, 2009. If the suspension is not extended further, there is a risk in light of the continued depressed state of the economy and credit and capital markets that our common stock could further decline in share price below the minimum listing requirement, and thus be delisted from NASDAQ if the suspension is not further extended. A delisting of our common stock could negatively impact us by reducing the liquidity and market price of our common stock and the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing.

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Natural disasters, including, but not limited to, hurricanes, tornadoes, earthquakes, fires and floods, may adversely affect the general economy, financial and capital markets, specific industries, and our results of operations.

        We have a number of borrowers and financed properties that are located along the Gulf of Mexico and other regions where natural disasters may occur. These regions are known for being vulnerable to natural disasters and other risks, such as tornadoes, hurricanes, earthquakes, fires and floods. These types of natural disasters at times have disrupted the local economy, our borrowers and have posed physical risks to our properties that serve as loan collateral. A significant natural disaster could materially adversely affect our operating results.

Item 1B.    Unresolved Staff Comments.

        None.

Item 2.    Properties.

        The Company occupies approximately 65,000 square feet of office space, all of which is leased. The Company leases its current headquarters building under a non-cancellable operating lease, which expires December 31, 2011. All leases of the other offices of the Company and subsidiaries expire prior to 2015. Such office space is suitable and adequate for the Company's current needs. The following is a list of the Company's principal physical properties leased as of December 31, 2008.

Item 3.    Legal Proceedings.

        FirstCity and certain of its subsidiaries and affiliates (including Acquisition Partnerships) are involved in various claims and legal proceedings arising in the ordinary course of business. In view of the inherent difficulty of predicting the outcome of pending legal actions and proceedings, the Company cannot state with certainty the eventual outcome of any such proceedings. Based on current knowledge, management does not believe that liabilities, if any, arising from any single ordinary course proceeding will have a material adverse effect on the consolidated financial condition, operations, results of operations or liquidity of the Company.

FCLT Litigation

        On January 19, 2005, Prudential Financial, Inc. ("Prudential") filed a petition in interpleader seeking to interplead 321,211 shares of Prudential common stock and any associated dividends arising from the demutualization of Prudential in December 2000. The shares of Prudential common stock related to group annuity contracts purchased by First-City National Bank of Houston, as trustee of the First City Bancorporation Employee Retirement Trust (the "Trust") to fund obligations to participants in the First City Bancorporation Employee Retirement Plan (the "Plan") in connection with termination of the Plan and the Trust in 1987. FirstCity, FCLT Loans Asset Corp. ("FCLT"), an alleged assignee of the FirstCity Liquidating Trust, JP Morgan Chase Bank, National Association ("JP Morgan"), and First-City National Bank of Houston as trustee of the Trust were made defendants in the suit as claimants to the Prudential common stock and dividends. An agreed order dated

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January 27, 2005, was entered by the Court providing that the Prudential common stock be transferred to JP Morgan as record owner and that JP Morgan sell the stock. The January 27, 2005 order also provided that the proceeds from the sale be held by JP Morgan pending resolution, by agreement or court order, of all conflicting claims to the proceeds. JP Morgan advised that the Prudential common stock was sold on January 28, 2005 for total proceeds of approximately $17.5 million. JP Morgan also received funds in the amount of approximately $489,000, which were dividend payments related to the Prudential common stock. JP Morgan filed a third party action naming Mr. Blair as a third party defendant with an alleged interest in the demutualization proceeds. On October 1, 2005, the court certified a class represented by Mr. Blair.

        On March 21, 2006, FirstCity received notice that the 152^nd District Court, Harris County, Texas granted FirstCity's motion for partial summary judgment. The order granting FirstCity's motion for partial summary judgment rendered judgment in favor of FirstCity as to the ownership of the demutualization proceeds. The Court's summary judgment order also denied the claims to ownership of the demutualization proceeds by FCLT and Mr. Blair, individually and as representative of the proposed class of employee beneficiaries. The motions submitted to the Court prior to its order dated March 21, 2006 did not address all matters pending in the lawsuit. Mr. Blair, as class representative, filed a motion for new trial to set aside the summary judgment in favor of FirstCity and for reconsideration of granting Mr. Blair's motion for summary judgment. FCLT filed a motion for the Court to reconsider its order granting the partial summary judgment for FirstCity. FirstCity moved for summary judgment on all remaining claims and for entry of a final judgment on May 12, 2006. On August 14, 2006, the Court entered an order (i) finding that FirstCity is the sole owner of the "demutualization proceeds" being the proceeds from the sale of the 321,211 shares of Prudential Financial, Inc. stock, the dividends on such shares and all accrued interest and income arising there from, (2) granting FirstCity's motion for summary judgment against FCLT's claims for breach of contract and tortious interference, (3) providing that JP Morgan continue to hold the demutualization proceeds until the appellate process has been completed, (4) denying the request by FirstCity that FCLT or Mr. Blair be required to post bond or other form of security on appeal, and (5) denying all other claims for relief. FCLT and Mr. Blair filed notices of appeal to the First or Fourteenth Court of Appeals of the State of Texas. The appeal has been assigned to the First Court of Appeals and all parties have filed their briefs with the Court. The parties participated in their first Court ordered mediation on February 13, 2007 which was unsuccessful.

        In the trial court, FCLT filed a counterclaim against FirstCity for damages related to alleged breaches of contract by FirstCity related to failure to assign the proceeds to FCLT and FirstCity's assertion of a claim to the proceeds and a claim for tortious interference by FirstCity as a result of FirstCity's claim for the proceeds. In connection with that claim, FCLT seeks to recover attorney's fees and other damages related to the assertion by FirstCity of an interest in the shares of Prudential common stock. No amount has been asserted by FCLT Loans Asset Corp. and the Company does not believe that its actions give rise to a claim by FCLT Loans Asset Corp. The trial court denied these claims of FCLT in its orders resolving claims with respect to the motions for summary judgment filed by each of the parties. The appeal by FCLT seeks to overturn the summary judgment rendered against it with respect to these claims. FirstCity believes that the claims of FCLT are without merit and that it has valid defenses to these claims.

        On September 25, 2008, the Court of Appeals entered an order requiring the parties to undertake a second court-ordered mediation. On November 25, 2008, FirstCity, FCLT Loans Asset Corporation and Tony J. Blair, individually and as representative of a class of former employee beneficiaries, accepted a mediator's proposal for settlement of the claims in the interpleader suit styled Prudential Financial, Inc. v. JP Morgan Chase Bank, National Association, et. al. (the "Interpleader Suit"). According to JP Morgan, at the time of the mediation, the demutualization proceeds held by JP Morgan totaled approximately $18.6 million.

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        Pursuant to the mediator's proposal, each of the parties will receive 25% of the demutualization proceeds (approximately $4,650,000 each) upon approval of the settlement by the trial court and the remaining 25% ($4,650,000) will be held pending the determination of the appeal by the Court of Appeals. The remaining 25% will be distributed to FirstCity if the Court of Appeals affirms the summary judgment granted by the trial court in favor of FirstCity; in the event of any other result, the remaining 25% will be split one-third to each party (approximately $1,550,000 each). In the event that the Court of Appeals affirms the summary judgment granted by the trial court in favor of FirstCity, the total recovery to FirstCity will be 50% of the demutualization proceeds (approximately $9,300,000). If the Court of Appeals does not affirm the decision of the trial court, the total recovery to FirstCity will be 33.3% of the demutualization proceeds (approximately $6,200,000).

        Pursuant to the mediator's proposal, on December 31, 2008, the parties to the Interpleader Suit filed a motion with the Court of Appeals requesting it to abate the appeal, and remand the action to the trial court for approval or disapproval of the settlement on behalf of the class of former employees. The Court of Appeals has jurisdiction of the suit and the trial court's approval of the settlement is necessary. If the trial court does not approve the settlement the parties will be restored to their positions in the suit prior to the acceptance of the mediator's proposal.

        The mediator's proposal provides that the parties will enter into a more detailed settlement agreement including mutual releases of all parties. The settlement is subject to approval of the procedure for the settlement by the Court of Appeals and the preliminary approval of the terms of the settlement by the trial court, notice to the class of the action, and final approval by the trial court after hearings on the fairness of the settlement with respect to the class of former employees. The Court of Appeals has not taken any action on the motion filed by the parties to the suit. FirstCity cannot give any assurances as to whether the settlement will be approved by the Court of Appeals or trial court, the time period for the appeal of the final judgment in the event that the settlement is not approved or the timing of receipt or ultimate amount of proceeds to be received, if any.

Wave Tec Pools, Inc. Litigation

        On March 20, 2007, Superior Funding, Inc., Wave Tec Pools, Inc. and Nations Pool Supply, Inc. (collectively "Plaintiffs") filed a First Amended Petition adding FH Partners LLC (formerly FH Partners, L.P.) and FirstCity Servicing Corporation, each an indirectly wholly-owned subsidiary of FirstCity, and FirstCity Financial Corporation as defendants in a suit filed by Plaintiffs against State Bank and Cole Harmonson before the 98^th Judicial District Court of Travis County, Texas. FirstCity Financial Corporation was served with Plaintiff's Notice of Nonsuit Without Prejudice in the suit on April 25, 2007. In the First Amended Petition the Plaintiffs sought unspecified damages for breach of contract and conversion related to alleged breaches by FH Partners LLC ("FH Partners") and FirstCity Servicing Corporation in connection with a loan agreement related to a loan from State Bank to Plaintiffs that was purchased by FH Partners from State Bank on December 22, 2006. The Plaintiffs also raised other claims solely against the other defendants. The Plaintiffs allege that they entered into a loan or line of credit with State Bank and that due to an error by State Bank the Plaintiffs borrowed more on the line of credit than was allowed under the borrowing base. The Plaintiffs further allege that State Bank entered in an agreement with Plaintiffs that the default by Plaintiffs would be cured if the Plaintiffs pledged additional property to secure the loans and that the Plaintiffs would be allowed to borrow under the line of credit. Plaintiffs allege that State Bank, and subsequently FH Partners, have refused to honor the agreement by State Bank concerning the pledge of the additional property. On July 25, 2007, counsel for FH Partners received a Second Amended Petition in which the Plaintiffs allege that they have sustained actual damages of $165 million as a result of the joint actions of State Bank, Cole Harmonson, FH Partners and FirstCity Servicing Corporation. The Plaintiffs assert claims against FH Partners and FirstCity Servicing Corporation for breach of contract, conversion, civil conspiracy, tortious interference with prospective economic relationships and usury related to

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FH Partners and FirstCity Servicing Corporation treating the loans that FH Partners purchased from State Bank as being in default, retaining payments delivered to the lockbox for the loan, retaining mortgage loan files that the Plaintiffs allege were unrelated to the loan agreement, interfering with contracts and relationships of the Plaintiffs by such actions, and charging interest higher than the maximum amount allowed under the Texas Finance Code. The Plaintiffs additionally seek recovery of statutory penalties under the Texas Finance Code and attorney's fees. The Plaintiffs have made additional claims against the other defendants alleging promissory estoppel, fraud and business disparagement. On or about October 5, 2007, Plaintiffs' counsel suggested that his clients were considering non-suiting their claims against FH Partners and FirstCity Servicing Corporation. Therefore, instead of counter-claiming against the Plaintiffs in the same suit for the indebtedness owed under the loan, on October 9, 2007, FH Partners filed a separate collection suit against the Plaintiffs and guarantors Jason Herring and Kimberly Herring, now known as Kimberly McCormick. Plaintiffs' counsel has subsequently indicated that he had misunderstood the positions of the parties, that a non-suit is not likely to occur and that he will probably seek to consolidate the collection suit with the original action. All defendants in the collection suit have answered. Prosperity Bank, FH Partners and FirstCity Servicing Corporation filed motions for summary judgment in the original suit based upon a General Release and Indemnity Agreement. Shortly before the hearing on the summary judgment motions, the Plaintiffs filed their third amended petition to add Grandview Homes, Inc. as an additional plaintiff, to allege some of the previous claims against FH Partners and FirstCity Servicing Corporation as well as Prosperity Bank and to state additional claims for negligent misrepresentation, tortious interference with property rights, fraud in the inducement, duress, lack of consideration, unconscionability, estoppel and waiver. Since these additional parties and claims were not addressed by the summary judgment motions, the hearings were postponed. On or about December 14, 2007, Plaintiffs filed their fourth amended petition, which added the claim that the general release is invalid for lack of mutuality of obligation and for failure to meet the express negligence test. In the collection suit filed by FH Partners, against Superior Funding, Inc., on March 18, 2008, the District Court granted a temporary restraining order against Superior Funding, Inc. and Jason Herring and all parties in privity with them, ordering them to turn over all payments on notes in FH Partners' possession to FH Partners and not to interfere with FH Partners' collection of note payments. On March 27, 2008, the Court entered a temporary injunction that extended the temporary restraining order and also ordered Superior Funding, Inc. and Mr. Herring and all parties in privity with them to turn over books and records and execute transfer documents. Plaintiffs filed a Fifth Amended Petition adding additional parties related to Prosperity Bank on or about May 12, 2008, but asserting no new claims against FirstCity Servicing Corporation or FH Partners LLC, indirect wholly-owned subsidiaries of FirstCity. Discovery is in process in each of the lawsuits. Plaintiffs filed a Sixth Amended Petition on January 8, 2009 alleging that FH Partners and FirstCity were aware of State Bank's wrongful conduct and continued to engage in it and that the Plaintiffs were obligated to mitigate their damages. Discovery is in process in each of the lawsuits. Trial has been set in the collection suit for July 20, 2009 and in the suit by Superior et al. against FH Partners and Prosperity for October 26, 2009. FirstCity does not have sufficient information to estimate any potential liability or probability of liability, but is unaware of any factual or legal basis for liability. Given the magnitude of the Plaintiffs' wrongdoing and the lack of any evidence of any wrongdoing on the part of FirstCity or FH Partners, an unfavorable outcome in the lender liability suit seems unlikely. FirstCity and FH Partners intend to contest the case vigorously in the event that a settlement is not reached.

Item 4.    Submission of Matters to a Vote of Security Holders.

        No matters were submitted to a vote of security holders during the quarter ended December 31, 2008.

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

        The Company's common stock is traded on the Nasdaq Global Select Market under the symbol FCFC. The number of holders of record of common stock on March 23, 2009 was approximately 701, as provided by American Stock Transfer and Trust Company, the Company's transfer agent. High and low stock prices for the Company's common stock in the two years ended December 31, 2008 and December 31, 2007 are displayed in the following table:

        The Company has never declared or paid a dividend on the common stock. The Company currently intends to retain future earnings to finance its growth and development and therefore does not anticipate that it will declare or pay any dividends on the common stock in the foreseeable future. Any future determination as to payment of dividends will be made at the discretion of the Board of Directors of the Company and will depend upon the Company's operating results, financial condition, capital requirements, general business conditions and such other factors that the Board of Directors deems relevant. Certain loan facilities to which the Company and its subsidiaries are parties contain restrictions relating to the payment of dividends and other distributions.

        The following summarizes purchases of common stock during the fourth quarter of 2008:

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(1)

The Company had a stock repurchase program that was approved by the Board of Directors in August 2006 for the repurchase of up to 1,000,000 shares of the Company's common stock. In February 2008, the Board of Directors approved the repurchase of an additional 500,000 shares (up to a total of 1,500,000 shares) and the plan was extended to August 30, 2009. The Company completed the purchase of stock under its stock repurchase plan in October 2008.

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        The following table provides information as of December 31, 2008 with respect to the shares of our Common Stock that may be issued under the Company's equity compensation plans:

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(1)

Includes 49,500 issuable option shares of our Common Stock available under our 2004 Stock Option and Award Plan, and 351,500 issuable option shares of our Common Stock available under our 2006 Stock Option and Award Plan.

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Item 6.    Selected Financial Data.

        The following tables set forth selected consolidated financial information regarding the Company's results of operations and balance sheets. The data presented below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" under Item 7 and with the related Consolidated Financial Statements and Notes thereto under Item 8 of this Annual Report on Form 10-K, respectively.

        In November 2004, FirstCity and certain of its subsidiaries completed the sale of its 31% beneficial ownership interest in Drive Financial Services LP and its general partner, Drive GP LLC (collectively, "Drive"—an automobile finance operation) to IFA Drive GP Holdings LLC and IFA Drive LP Holdings LLC, which are wholly-owned subsidiaries of BoS(USA), Inc. (which is a wholly-owned subsidiary of Bank of Scotland). The total purchase price approximated $108.5 million in cash, which resulted in distributions and payments to FirstCity in the aggregate amount of $86.8 million in cash from various sources. As a result of the sale, the consumer lending segment conducted through Drive was no longer considered a principal reportable segment and was treated as a discontinued operation. The results of historical operations have been reflected as discontinued operations.

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

        The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements of the Company (including the Notes thereto) included in Part II, Item 8 of this Annual Report on Form 10-K.

Overview

        FirstCity Financial is a financial services company that engages in two major business segments—Portfolio Asset Acquisition and Resolution and Special Situations Platform. The Portfolio Asset Acquisition and Resolution business has been the Company's core business segment since it commenced operations in 1986. In the Portfolio Asset Acquisition and Resolution business, the Company acquires portfolios of performing and non-performing loans and other assets (collectively, "Portfolio Assets" or "Portfolios"), generally at a discount to their legal principal balances or appraised values, and services and resolves such Portfolio Assets in an effort to maximize the present value of the ultimate cash recoveries. The Company engages in its Special Situations Platform business through its majority ownership in a subsidiary that was formed in April 2007. Through its Special Situations Platform, the Company provides investment capital to privately-held middle-market companies through flexible capital structuring arrangements to generate an attractive risk-adjusted return. These capital investments primarily take the form of senior and junior financing arrangements, but also include direct equity investments, common equity warrants, distressed debt transactions, and leveraged buyouts.

        During 2008, the Company recorded a net loss to common stockholders on a diluted basis of $46.7 million or $4.55 per common share. The Company's consolidated operating contribution for 2008 resulted in a $19.9 million operating loss compared to an operating contribution of $11.4 million in 2007. The consolidated operating loss of $19.9 million for 2008 was comprised of a $21.8 million operating loss in the Portfolio Asset Acquisition and Resolution segment and a $1.9 million operating contribution in the Special Situations Platform segment. The consolidated operating contribution of $11.4 million for 2007 was comprised of an $11.5 million operating contribution from the Portfolio Asset Acquisition and Resolution segment and a $0.1 million operating loss from the Special Situations Platform segment.

        In 2008, the Company was involved in acquiring $89.3 million of Portfolio Assets with a Face Value of approximately $798.1 million—of which FirstCity's investment share was $72.3 million. FirstCity's global distribution of its 2008 Portfolio Asset investments includes $64.4 million in the United States, $0.8 million in Europe, and $7.1 million in Latin America. In addition to its Portfolio Asset acquisitions in 2008, FirstCity was involved in $96.4 million of investments in the form of loans receivable, direct equity investments, business and property acquisitions, and an investment security purchase—of which FirstCity's investment share was $52.9 million (see additional discussion below). FirstCity's total investment level in 2008 was $125.2 million compared to $148.7 million in 2007. Subsequent to December 31, 2008, the Company was involved in acquiring $72.4 million of Portfolio Assets with a face value of approximately $148.9 million—of which FirstCity's investment share was $67.1 million.

        FirstCity's 2008 investments include $16.6 million and $3.3 million in the form of debt investments and control-oriented direct equity investments, respectively, under its Special Situations Platform ("FirstCity Denver"). The Special Situations Platform allows us to invest in U.S. middle-market companies, where we believe the supply of primary capital is limited and the investment opportunities are attractive. The Company's 2008 investments also include $13.0 million of SBA loan originations and advances through its majority-owned subsidiary American Business Lending, Inc. ("ABL"). The Company believes that the ability to purchase and originate small business loans provides the diversity to create an attractive growth opportunity within the domestic market.

        At December 31, 2008, FirstCity's earning assets (Portfolio Assets, equity investments, debt investments, entity-level earning assets and investment security) approximated $296.3 million—

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compared to $243.6 million a year ago. FirstCity's global distribution of earning assets (at carrying value) at December 31, 2008 included $205.2 million in the United States; $48.6 million in Europe; and $42.5 million in Latin America.

        The Company's earnings in 2008 were negatively impacted by foreign currency transaction losses; and net impairment provisions, declining collections, and rising asset-level expenses related to the Company's domestic consolidated portfolios and partnerships:

Foreign Currency Transaction Losses

        The combined impact of foreign currency transactions from the Company's consolidated and non-consolidated foreign operations resulted in a $2.2 million foreign currency exchange loss in 2008 (compared to a combined impact of $1.1 million in foreign currency exchange gains in 2007). The global distribution of the Company's combined foreign currency exchange loss in 2008 included $0.5 million of exchange losses from European operations and $1.7 million of exchange losses from Latin American operations.

Net Impairment Provisions, Collections and Asset-Level Expenses

        The Company incurred $25.9 million of net impairment provisions in 2008—comprised of $17.8 million of net provisions recorded to our consolidated portfolios, and $8.1 million as our share of net impairment provisions recorded to portfolio assets held in our partnership interests. The global distribution of the $25.9 million of net impairment provisions recorded by the Company in 2008 includes $20.8 million in the United States, $3.2 million in Europe, and $1.9 million in Latin America. The impairment provisions in 2008 were attributed primarily to declines in values of loan collateral and real estate assets in our domestic portfolios, and additional delays in the timing of collections of expected cash flows on domestic loan portfolios. Collections on the Company's consolidated domestic portfolios decreased to $58.2 million in 2008 from $76.6 million in 2007, and aggregate collections on portfolios held in non-consolidated domestic partnerships decreased to $33.6 million in 2008 from $66.1 million in 2007. FirstCity also incurred $5.2 million of asset-level costs (i.e. property taxes, insurance, repairs and legal costs) in 2008 from its consolidated domestic portfolios to protect the Company's security interests in its loan collateral and to support foreclosed properties until they are sold. These asset-level costs are attributed primarily to increased levels of delinquent property tax and insurance payments by the borrowers, and increased loan defaults and foreclosures over the past 18 months. Management believes that declines in real estate values, delayed collections, and rising asset-level costs are the resulting adverse effects from a general decline in global economic conditions, and volatility and disruptions in the financial markets which adversely impacts our business due to rising loan defaults and foreclosures on loan collateral because borrowers cannot refinance their loans and/or continue to make payments, and significant declines in real estate values due to excess building inventories. The impairment provisions were identified in connection with management's quarterly evaluation of the collectability of the Company's Portfolio Assets and loans receivable. The process for evaluating and measuring impairment is critical to our financial results, as it requires subjective and complex judgments, as a result of the need to make estimates about the impact of matters that are uncertain. It remains unclear what impact the illiquid markets, real estate value declines and the overall economic slowdown will ultimately have on our financial results. Therefore, we cannot provide assurance that, in any particular period, we will not incur additional impairment provisions in the future.

        In spite of the substantial losses reported in the financial services sector over the past 18 months and downward pressure on economic growth due to a decline in general economic conditions, management remains positive on the outlook of the Company. Management believes that current market conditions should not hinder FirstCity's ability to expand its business, and that asset acquisition opportunities at attractive margins are available. As mentioned above, FirstCity was involved in

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acquiring $89.3 million of portfolio investments with a Face Value of approximately $798.1 million in 2008 (of which FirstCity's investment share was $72.3 million), and the Company invested an additional $52.9 million in the form of loans receivable, direct equity investments, business and property acquisitions, and an investment security purchase. In addition, subsequent to December 31, 2008, the Company was involved in acquiring $72.4 million of Portfolio Assets with a Face Value of approximately $148.9 million—of which FirstCity's investment share was $67.1 million.

        In addition, in light of tightened credit standards in the marketplace, management believes that the volatility and disruptions in the financial markets will not impact FirstCity's ability to finance its operations. Currently, FirstCity has (1) $350.0 million of credit facility commitments available to (i) finance the senior debt and equity portions of portfolio and asset purchases; (ii) finance equity investments in new ventures; and (iii) provide for the issuance of letters of credit working capital loans; and (2) a $25.0 million credit facility commitment to finance SBA loan originations and advances.

        The Company's financial results are affected by many factors including, but not limited to, general economic conditions; levels of and fluctuations in interest rates; fluctuations in the underlying values of real estate and other assets; the timing and ability to collect and liquidate assets; increased competition from other market players in the industries in which we operate; and the availability, prices and terms for loan portfolios and other investments in all of the Company's businesses. The Company's business and results of operations are also affected by the availability of financing with terms acceptable to the Company, and our access to capital markets. Refer to Item 1A. "Risk Factors" of this Annual Report on Form 10-K.

        As a result of the significant period-to-period fluctuations in the revenues and earnings of the Company's business, period-to-period comparisons of the Company's results of operations may not be meaningful.

Results of Operations

2008 Compared to 2007

        Net losses to common stockholders totaled $46.7 million in 2008 compared to net earnings of $2.2 million in 2007. On a per share basis, diluted net losses to common stockholders were $4.55 in 2008 compared to diluted net earnings per common share of $0.19 in 2007.

Portfolio Asset Acquisition and Resolution Business Segment

        The operating contribution from the Portfolio Asset Acquisition and Resolution segment resulted in a $21.8 million operating loss in 2008 compared to $11.5 million of operating income in 2007. FirstCity was involved in acquiring $89.3 million of Portfolio Assets in 2008 with a Face Value of approximately $798.1 million, compared to its involvement in acquiring $214.3 million of Portfolio Assets in 2007 with an approximate Face Value of $514.4 million. In 2008, FirstCity's investment share in the Portfolio Asset acquisitions was $72.3 million—comprised of $70.2 million acquired through consolidated Portfolios and $2.1 million acquired through Acquisition Partnerships. In 2007, FirstCity's investment share in the Portfolio Asset acquisitions was $126.7 million—comprised of $104.9 million acquired through consolidated Portfolios and $21.8 million through Acquisition Partnerships.

        In 2008, FirstCity also invested an additional $33.0 million in the form of SBA loan originations and advances, loan investments, direct equity investments, and other investments—compared to $10.5 million of such additional investments in 2007.

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        The following is a summary of the results of operations for the Company's Portfolio Asset Acquisition and Resolution business segment for 2008 and 2007:

        Servicing fee revenues.    Servicing fee revenues slightly increased to $10.8 million in 2008 from $10.4 million in 2007. Servicing fees from domestic Acquisition Partnerships totaled $2.4 million in 2008 compared to $2.6 million in 2007, while servicing fees from Latin American Acquisition Partnerships totaled $8.4 million in 2008 compared to $7.8 million in 2007. The overall increase in servicing fees is attributed primarily to service fees earned on new domestic and Latin American arrangements that were created since 2007; off-set primarily by a decline in domestic partnership collections to $33.6 million in 2008 compared to $66.1 million in 2007. Servicing fees from domestic Acquisition Partnerships are generally based on a percentage of the collections received from portfolios held by these non-consolidated domestic partnerships; whereas servicing fees from Latin American Acquisition Partnerships are generally based on the cost of servicing plus a profit margin.

        Income from Portfolio Assets.    Income from Portfolio Assets decreased to $20.8 million in 2008 compared to $22.8 million in 2007. FirstCity's average investment in consolidated Portfolio Assets was $127.1 million and $117.0 million for 2008 and 2007, respectively. However, collections from consolidated Portfolio Assets decreased to $62.9 million in 2008 compared to $85.9 million in 2007. Refer to Note 4 of the Company's 2008 Consolidated Financial Statements for a summary of income from Portfolio Assets.

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        Gain on sale of SBA loans held for sale.    The Company recorded a $0.2 million gain on the sales of SBA loans in 2008 with a basis in the loans sold of $5.1 million, compared to $0.7 million of gains recorded in 2007 with a basis in the loans sold of $17.8 million. Gains on SBA loan sales reflect the Company's participation in the SBA 7(a) loan program. Under the SBA 7(a) program, the SBA guarantees up to 85 percent of the principal of a qualifying loan. The Company generally sells the guaranteed portions of originated loans into the secondary market and retains the unguaranteed portion for investment.

        Interest income from SBA loans.    Interest income from SBA loans decreased to $1.6 million in 2008 compared to $2.1 million in 2007. The income decline is attributed to FirstCity's average investment in SBA loans falling to $16.4 million for 2008 from $17.2 million for 2007, coupled with a steady decline in market interest rates in 2008 (the Company's SBA loans are priced at variable interest rates).

        Interest income from affiliates.    Interest income from affiliates increased to $1.3 million for 2008 compared to $0.6 million for 2007. The increased income is attributed to FirstCity's average investment in loans receivable from affiliates rising to $8.5 million for 2008 from $5.0 million for 2007.

        Interest income from loans receivable—other.    Interest income from loans receivable—other was $0.7 million for 2008 and $3.5 million for 2007. The income decline is attributed to the Company's decreased investment level in loans to non-affiliated entities. FirstCity's average investment in loans receivable—other was $5.6 million and $20.0 million for 2008 and 2007, respectively.

        Other income.    Other income for 2008 increased by $1.2 million in comparison to 2007 primarily due to (1) rental income recorded in 2008 from the Company's office building investment (acquired in June 2008); (2) additional revenue generated by certain income-producing foreclosure properties in 2008; and (3) additional management oversight fees attributed to new Latin American portfolio investments in 2008.

        Expenses.    Operating expenses were $59.4 million in 2008 compared to $41.3 in 2007. The following is a discussion of the major components of operating expenses:

        Interest and fees on notes payable were $15.8 million and $18.1 million in 2008 and 2007, respectively. FirstCity's average outstanding debt decreased to $201.9 million for 2008 from $205.1 million for 2007, while the average cost of borrowings decreased to 7.8% in 2008 compared to 8.8% in 2007.

        Salaries and benefits increased to $14.9 million in 2008 from $12.6 million in 2007, primarily due to additional salaries and benefits in 2008 that resulted from the following: (1) increased staffing to service the Company's domestic and Latin American servicing platforms; and (2) increased staffing to accommodate the recent increase in Portfolio Asset investment opportunities and acquisitions. The total number of personnel within the Portfolio Asset Acquisition and Resolution business segment was 214 and 186 at December 31, 2008 and 2007, respectively.

        Net provisions for loan and impairment losses totaled $17.2 million in 2008 compared to $2.1 million in 2007. The increase is attributed primarily to net impairment provisions of $14.1 million recorded in 2008 to the Company's consolidated domestic portfolios and loans; and $3.0 million of provisions recorded to domestic real estate properties. The impairment provisions in 2008 were attributed primarily to declines in values of loan collateral and real estate assets in our domestic portfolios, and additional delays in the timing of collections of expected cash flows on domestic loan portfolios. Management believes that declines in real estate values, delayed collections, and rising asset-level costs are the resulting adverse effects from a decline in general economic conditions, and volatility and disruptions in the financial markets in the United States—which adversely impacts our business due to rising loan defaults and foreclosures on loan collateral because borrowers cannot refinance their

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loans and/or continue to make payments, and significant declines in real estate values due to excess building inventories. The impairment provisions were identified in connection with management's regular evaluation of the collectibility of the Company's Portfolio Assets and loans receivable. The process for evaluating and measuring impairment is critical to our financial results, as it requires subjective and complex judgments, as a result of the need to make estimates about the impact of matters that are uncertain. It remains unclear what impact the illiquid markets, real estate value declines and the overall economic slowdown will ultimately have on our financial results. Therefore, we cannot provide assurance that, in any particular period, we will not incur additional impairment provisions in the future.

        Asset-level expenses increased to $5.4 million in 2008 from $3.3 million in 2007. The increase is attributed primarily to additional property taxes, insurance and legal expenses incurred in 2008 to protect FirstCity's real estate security interests in its domestic consolidated loan portfolios and support foreclosed properties. This rise in asset-level costs is a direct effect of increased levels of delinquent property tax and insurance payments by the borrowers, and increased loan defaults and foreclosures over the past 18 months.

        Occupancy, data processing and other expenses increased to $6.5 million for 2008 from $5.2 million in 2007. The increase is attributed primarily to a decline in foreign currency exchange gains to $46,000 in 2008 compared to $1.0 million in 2007.

        Equity in earnings of investments.    Equity in earnings of investments sharply decreased to a $0.7 million loss in 2008 compared to $10.9 million of earnings in 2007. Equity in earnings of Acquisition Partnerships decreased to $1.0 million in 2008 from $9.5 million in 2007, while equity in earnings of servicing entities decreased to a $1.7 million loss in 2008 compared to $1.4 million in earnings in 2007. The following is a discussion of equity in earnings from FirstCity's Acquisition Partnerships by geographic region. Refer to Note 6 of the Company's 2008 Consolidated Financial Statements for a summary of revenues, earnings and equity in earnings of FirstCity's equity investments by region.

•

Domestic—Total revenues reported by domestic Acquisition Partnerships decreased to $10.9 million in 2008 from $18.9 million in 2007. Total net earnings reported by domestic partnerships decreased to a $3.5 million loss in 2008 compared to $4.6 million of net earnings in 2007. The decrease in total partnership earnings was attributed primarily to the following: (1) decrease in portfolio asset holdings (i.e. earning assets) to $58.7 million at 2008 from $88.0 million in 2007; (2) decrease in collections to $33.6 million in 2008 from $66.1 million in 2007—which collectively resulted in a decline in income generated by these assets to $10.9 million in 2008 compared to $18.9 million 2007; and (3) increase in net impairment provisions to $6.5 million in 2008 compared to $4.9 million in 2007. The decrease in total partnership earnings described above was partially off-set by a decrease in interest expense to $1.9 million in 2008 from $3.0 million in 2007. The collective activity described above translated to a decrease in FirstCity's share of domestic partnership earnings to a $1.9 million loss for 2008 from $2.3 million of net earnings for 2007.

FirstCity's average investment in domestic partnerships decreased to $20.7 million in 2008 from $33.6 million in 2007. As a result, FirstCity's share of domestic partnership revenues experienced a corresponding decrease as discussed above. Since a majority of FirstCity's domestic portfolio acquisitions over the past two years were acquired through consolidated Portfolios instead of equity investments in Acquisition Partnerships, the Company expects income from consolidated Portfolios to off-set the decline in equity in earnings from the domestic partnerships.

•

Latin America—Total revenues reported by Latin American Acquisition Partnerships decreased to $36.1 million in 2008 from $42.8 million in 2007. Latin American partnerships reported a total net loss of $19.5 million in 2008 compared to net earnings of $7.0 million in 2007. The

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decrease in total net earnings reported by Latin American partnerships was attributed primarily to the following: (1) foreign currency exchange losses of $14.5 million in 2008 compared to foreign currency exchange gains of $0.7 million in 2007—a $15.2 million negative impact; (2) increase in servicing fees expense to $14.9 million in 2008 compared to $12.4 million in 2007; and (3) increase in foreign tax expense to $1.3 million in 2008 from a foreign tax benefit of $3.0 million in 2007—a $4.3 million negative impact. The negative impact of these factors to total net earnings by Latin American partnerships was partially off-set by the following: (1) decrease in net impairment provisions to $8.0 million in 2008 compared to $9.8 million in 2007; and (2) decrease in interest expense to $5.3 million in 2008 from $7.6 million in 2007. The collective activity described above translated to an increase in FirstCity's share of net losses in Latin American partnerships to $2.2 million for 2008 compared to FirstCity's share of net income of $1.3 million for 2007.

•

Europe—Total revenues reported by European Acquisition Partnerships increased to $41.2 million in 2008 from $35.8 million in 2007. However, total net earnings reported by European partnerships decreased to $18.6 million in 2008 compared to $20.4 million in 2007. The decrease in total earnings reported by European partnerships was attributed primarily to (1) decrease in collections to $62.1 million in 2008 compared to $91.4 million in 2007; (2) increase in net impairment provisions to $6.6 million in 2008 compared to $2.1 million in 2007; and (3) increase in interest expense to $3.4 million in 2008 from $0.9 million in 2007. The collective activity described above translated to a decrease in FirstCity's share of European partnership earnings to $5.1 million for 2008 from $5.9 million 2007.

Special Situations Platform Business Segment

        The operating contribution from the Special Situations Platform business segment ("FirstCity Denver") totaled $1.9 million in 2008 compared to a $0.1 million operating loss in 2007. In 2008, FirstCity Denver was involved in middle-market transactions with total investment values approximating $28.8 million. In connection with these investments, FirstCity Denver provided $19.9 million of investment capital to privately-held middle-market companies—$16.6 million in the form of debt investments and $3.3 million as equity investments. In 2007, FirstCity Denver was involved in middle-market transactions with total investment values approximating $22.3 million. In connection with its 2007 investments, FirstCity Denver provided $11.5 million of investment capital to privately-held middle-market companies—$5.6 million in the form of debt investments and $5.9 million as equity investments.

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        The following is summary of the results of operations for the Company's Special Situations Platform business segment for 2008 and 2007:

        Interest income from affiliates.    Interest income from affiliates totaled $1.2 million for 2008 as a result of loan originations and advances to affiliated equity-method investees totaling $15.3 million in 2008. FirstCity Denver did not have any affiliated loans in 2007.

        Interest income from loans receivable—other.    Interest income from loans receivable—other increased to $1.1 million in 2008 from $0.3 million in 2007. The increased income is attributable to 2008 being the first full year of interest income on these loans that FirstCity Denver originated in 2007, and additional loan commitments of $1.4 million that FirstCity Denver originated in 2008. Loans receivable—other approximated $5.7 million and $5.6 million at December 31, 2008 and 2007, respectively.

        Revenue from railroad operations.    Revenue from railroad operations represents revenue generated by FirstCity Denver's majority-owned domestic railroad company that was acquired in August 2007. Revenue from railroad operations was $2.5 million for 2008 and $1.0 million for 2007. The revenue increase in 2008 is attributable to 2008 being the first full year of the railroad's operations under FirstCity Denver's ownership.

        Other income.    Other income for 2008 increased by $1.6 million in comparison to 2007 primarily due to (1) rental income recorded in 2008 from FirstCity Denver's office building investment (acquired in June 2008); and (2) additional non-operating income recorded by FirstCity Denver's majority-owned railroad operation in 2008.

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        Expenses.    Operating expenses were $5.4 million in 2008 compared to $1.4 in 2007. The following is a discussion of the major components of operating expenses:

        Interest and fees on notes payable approximated $0.4 million in 2008. The average debt for the period was $6.9 million in 2008, and the average cost of borrowing was 6.3% in 2008. FirstCity Denver did not have any notes payable in 2007.

        Salaries and benefits increased to $1.9 million in 2008 from $0.8 million in 2007, primarily attributable to 2008 being the first full year for FirstCity Denver (formed in April 2007) and its majority-owned railroad operation (acquired in August 2007). The total number of personnel within the Special Situations Platform business segment was 21 and 20 at December 31, 2008 and 2007, respectively.

        Occupancy, data processing and other expenses increased to $2.1 million for 2008 from $0.5 million in 2007. The increase is attributed primarily to 2008 being the first full year for FirstCity Denver (formed in April 2007) and its majority-owned railroad operation (acquired in August 2007).

        Equity in earnings of investments.    Equity in earnings of investments was $1.0 million in 2008—which is comprised of FirstCity Denver's equity earnings in its 2008 equity-method investment in a coal mine operation. FirstCity Denver did not have any equity-method investments in 2007.

Other Significant Items Affecting Operations

        The following items affect the Company's overall results of operations and are not directly allocated to the Portfolio Asset Acquisition and Resolution or the Special Situations Platform business segments discussed above.

        Corporate interest and overhead.    Net corporate overhead expenses (excluding taxes) decreased to $6.7 million in 2008 from $8.7 million in 2007, primarily due to $2.2 million of expenses incurred in 2007 in connection with an independent investigation authorized by the audit committee that was conducted and completed in 2007.

        Income taxes.    Provision for income taxes was $20.2 million in 2008 compared to $0.8 million in 2007. Tax expense in 2008 includes a $20.1 million deferred tax expense recorded in connection with a full valuation allowance established by the Company for its deferred tax asset. The valuation allowance was established due to the lack of objectively verifiable evidence regarding the realization of our deferred tax asset in the foreseeable future. Refer to Note 11 of the Company's 2008 Consolidated Financial Statements for additional information.

2007 Compared to 2006

        Net earnings to common stockholders totaled $2.2 million in 2007 compared to $9.8 million in 2006. On a per share basis, diluted net earnings to common stockholders was $0.19 in 2007 compared to $0.83 in 2006. The Company reported earnings from continuing operations of $2.2 million in 2007 compared to $9.9 million in 2006.

Portfolio Asset Acquisition and Resolution Business Segment

        The operating contribution from the Portfolio Asset acquisition and resolution business of $11.5 million in 2007 decreased from $15.1 million in 2006. FirstCity was involved in $214.3 million of Portfolio Asset acquisitions in 2007 ($106.6 million in consolidated portfolios and $107.7 million through Acquisition Partnerships), compared to $297.0 million in 2006 ($91.0 million in consolidated portfolios and $206.0 million through Acquisition Partnerships). FirstCity's investment share in these Portfolio Asset acquisitions (including SBA loans) was $126.7 million in 2007 compared to $144.0 million in 2006—which includes investments in consolidated portfolios of $104.9 million in 2007

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and $82.5 million in 2006. Additional investments (loan originations and business acquisitions) backed by FirstCity totaled $10.5 million in 2007 compared to $28.2 million in 2006.

        The following is summary of the results of operations for the Company's Portfolio Asset Acquisition and Resolution business segment for 2007 and 2006:

        Servicing fee revenues.    Servicing fee revenues decreased to $10.4 million in 2007 from $12.9 million in 2006. Servicing fee revenues in 2006 include $1.9 million of incentive service fees resulting from the restructure of the Company's Mexican investment platform. This factor contributed to the decrease in service fees from Latin American partnerships to $7.8 million in 2007 from $9.5 million in 2006. Service fees from domestic Acquisition Partnerships totaled $2.6 million in 2007 compared to $3.4 million in 2006. Also contributing to the overall decrease in servicing fees is a decline in collections from loans held by domestic and Latin American Acquisition Partnerships to $122.2 million in 2007 from $188.0 million in 2006. Since a majority of the Portfolio acquisitions over the past two years were purchased through consolidated Portfolios instead of investments in Acquisition Partnerships, the Company expects income from consolidated Portfolio Assets to off-set the decline in servicing fee revenues (which are generated primarily from loan portfolios held by Acquisition Partnerships).

        Income from Portfolio Assets.    Income from Portfolio Assets increased to $22.8 million in 2007 compared to $11.0 million in 2006, primarily due to increased purchases of consolidated domestic Portfolio Assets. FirstCity's average investment in consolidated Portfolio Assets increased to

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$117.0 million for 2007 from $62.5 million for 2006. Refer to Note 4 of the Company's 2008 Consolidated Financial Statements for a summary of income from Portfolio Assets.

        Gain on sale of SBA loans held for sale.    The Company recorded net gains on SBA loan sales of $0.7 million in 2007. The Company's basis in SBA loans sold in 2007 approximated $17.8 million. Gains on SBA loan sales reflect the Company's participation in the SBA 7(a) guaranteed loan program. Under the program, SBA guarantees up to 85 percent of the principal of a qualifying loan. The Company generally sells the guaranteed portion of the loan into the secondary market and retains the unguaranteed portion.

        Interest income from SBA loans.    Interest income from SBA loans was $2.1 million in 2007 as a result of the SBA portfolio acquisition and SBA loan originations in 2007.

        Interest income from affiliates.    Interest income from affiliates decreased to $0.6 million in 2007 from $1.5 million in 2006 primarily due to the conversion of $21.3 million of affiliated loans to equity as part of the Company's restructure of its Mexican investments in 2006—which significantly reduced the amount of affiliated loans outstanding and the corresponding interest income.

        Interest income from loans receivable—other.    Interest income from loans receivable—other increased to $3.5 million in 2007 from $0.6 million in 2006. The income increase is attributed to the Company's increased level of investments in the form of loan originations to domestic entities in 2007. FirstCity's average investment in loans receivable—other approximated $20.0 million in 2007 and $4.8 million in 2006.

        Other income.    Other income experienced a slight increase to $1.8 million in 2007 from $1.6 million in 2006.

        Expenses.    Operating expenses were $41.3 million in 2007 compared to $26.4 in 2006. The following is a discussion of the major components of operating expenses:

        Interest and fees on notes payable increased to $18.1 million in 2007 compared to $8.3 million in 2006. The average debt for the period increased to $205.1 million in 2007 from $100.3 million in 2006, and the average cost of borrowing increased to 8.8% in 2007 from 8.3% in 2006. The increase in the Company's debt level is a result of increased limits on existing credit facilities and the addition of a new loan facility the Company secured in 2007 to accommodate its growth and investment acquisitions.

        Salaries and benefits increased to $12.6 million in 2007 from $11.4 million in 2006—primarily due to additional salaries and benefits of $1.6 million in 2007 attributed to ABL (new SBA lending program). Total personnel within the Portfolio Asset acquisition and resolution segment were 186 and 176 at December 31, 2007 and 2006, respectively.

        Provisions for loan and impairment losses totaled $2.1 million in 2007 compared to $0.3 million in 2006. The increase in loan and impairment provisions from 2006 to 2007 is attributed to increased net provisions of $1.6 million to consolidated portfolios and $0.2 million of net provisions to SBA loans in 2007.

        Asset-level expenses increased to $3.3 million in 2007 from $1.3 million in 2006. The increase is attributed primarily to additional property taxes, insurance and legal expenses incurred in 2007 to protect FirstCity's real estate security interests in its domestic consolidated loan portfolios and support foreclosed properties.

        Occupancy, data processing and other expenses remained level at $5.2 million in 2007 and 2006.

        Equity in earnings of investments.    Equity in earnings of investments decreased slightly to $10.9 million in 2007 compared to $11.8 million in 2006. Equity in earnings of Acquisition Partnerships decreased to $9.5 million in 2007 from $10.9 million in 2006, while equity in earnings of servicing

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entities increased to $1.4 million in 2007 from $0.8 million in 2006. The following is a discussion of equity in earnings from the Company's Acquisition Partnerships by geographic region. Refer to Note 6 of the Company's 2008 Consolidated Financial Statements for a summary of revenues, earnings and equity in earnings of FirstCity's equity investments by region.

•

Domestic—Domestic Acquisition Partnerships reflected total net earnings of $4.6 million in 2007 compared to $13.8 million in 2006. Accordingly, FirstCity's share of the domestic partnerships' total net earnings decreased to $2.3 million in 2007 compared to $6.5 million in 2006. The decrease in FirstCity's share of the partnerships' total net earnings is attributed primarily to a decline in the Company's average investment in domestic partnerships to $33.6 million in 2007 from $45.5 million in 2006. Since a majority of the domestic portfolio acquisitions over the past two years were acquired through consolidated Portfolios instead of through Acquisition Partnerships, the Company expects income from consolidated Portfolios to off-set the decline in equity in earnings from the domestic partnerships. Another significant factor that contributed to a decrease in the partnerships' total net earnings, which decreased FirstCity's share of net earnings, stemmed from an increase in net impairment provisions to $4.9 million in 2007 from $1.8 million in 2006.



•

Latin America—Latin American Acquisition Partnerships reflected total net earnings of $7.0 million in 2007 compared to total net losses of ($6.9) million in 2006. As such, FirstCity's share of the partnership's total net earnings (losses) increased to $1.3 million in 2007 from ($0.2) million in 2006. The increase in FirstCity's share of the partnerships' total net earnings is attributed primarily to an increase in the Company's average investment in Latin American partnerships to $21.0 million in 2007 from $10.9 million in 2006. Other significant factors that contributed to an increase in the partnerships' total net earnings, which increased FirstCity's share of net earnings, relate to foreign currency exchange gains of $0.7 million in 2007 compared to foreign currency exchange losses of ($10.5) million in 2006; and $3.0 million of income tax benefits recorded in 2007 compared to ($4.2) million of income tax expense recorded in 2006—off-set by increased net impairment provisions of $9.8 million in 2007 compared to $1.4 million in 2006.



•

Europe—European Acquisition Partnerships reflected total net earnings of $20.4 million in 2007 compared to $17.4 million in 2006. As such, FirstCity's share of the partnership's total net earnings increased to $5.9 million in 2007 from $4.6 million in 2006. The increase in FirstCity's share of the partnerships' total net earnings is attributed primarily to an increase in the Company's average investment in European partnerships to $40.4 million in 2007 from $22.8 million in 2006. The increase in total net earnings of the European partnerships was off-set by an increase in servicing fee expenses to $6.4 million in 2007 from $3.6 million in 2006, and an increase in net impairment provisions to $2.1 million in 2007 from a net impairment recovery of ($2.3) million in 2006.

        Gain on sale of subsidiaries and equity investments.    Gain on sale of subsidiaries of $0.2 million was recorded in 2007, which consists of the sale of two Latin American subsidiaries. Gain on sale of equity investments of $2.5 million was recorded in 2006. This gain primarily consisted of the following: (1) sale of a domestic equity investment resulting in a gain of $1.3 million; and (2) partial sale of twelve Latin American equity investments to AIG resulting in a gain of $1.2 million in accordance with the restructuring of the Company's Mexican investment platform.

Special Situations Platform Business Segment

        The operating contribution from the Special Situations Platform business segment ("FirstCity Denver"), which was formed in April 2007, resulted in a $0.1 million loss in 2007. In 2007, FirstCity Denver was involved in middle-market transactions with total investment values approximating

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$22.3 million. In connection with its 2007 investments, FirstCity Denver provided $11.5 million of investment capital to privately-held middle-market companies—$5.6 million in the form of debt investments and $5.9 million as equity investments.

        The following is summary of the results of operations for the Company's Special Situations Platform business segment for 2007 and 2006:

        Interest income from loans receivable—other.    Interest income from loans receivable—other was $0.3 million in 2007. The interest income is attributable to $5.6 million of loans originated and advanced by FirstCity Denver in 2007.

        Revenue from railroad operations.    Revenue from railroad operations of $1.0 million represents revenue generated by FirstCity Denver's majority-owned domestic railroad company that was acquired in August 2007.

        Expenses.    Operating expenses were $1.4 million in 2007. The following is a discussion of the major components of operating expenses:

        Salaries and benefits of $0.8 million in 2007 is attributable to FirstCity Denver (formed in April 2007) and its majority-owned railroad operation (acquired in August 2007).

        Occupancy, data processing and other expenses of $0.5 million in 2007 is attributable to FirstCity Denver (formed in April 2007) and its majority-owned railroad operation (acquired in August 2007).

Other Significant Items Affecting Operations

        The following items affect the Company's overall results of operations and are not directly allocated to the Portfolio Asset acquisition and resolution business discussed above.

        Corporate interest and overhead.    Net corporate overhead expenses (excluding taxes) increased to $8.7 million in 2007 from $5.2 million in 2006, primarily due to increased legal and accountings costs of $2.6 million (including $2.2 million of expenses incurred in 2007 in connection with an independent investigation authorized by the audit committee that was conducted and completed in 2007).

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        Income taxes.    Provision for income taxes was $0.8 million in 2007 compared to $0.2 million in 2006, and taxes in both years related primarily to state income taxes. Refer to Note 11 of the Company's 2008 Consolidated Financial Statements for additional information.

Portfolio Asset Acquisitions—Portfolio Asset Acquisition and Resolution Business Segment

        In 2008, the Company invested $72.3 million in consolidated and non-consolidated Portfolio Assets acquired through Acquisition Partnerships and subsidiaries. Acquisitions by the Company over the last five years are summarized as follows:

        Subsequent to December 31, 2008, the Company was involved in acquiring $72.4 million of Portfolio Assets with a Face Value of approximately $148.9 million—of which FirstCity's investment share was $67.1 million.

        Revenues with respect to the Company's Portfolio Asset Acquisition and Resolution business segment consist primarily of (i) servicing fees from Acquisition Partnerships for the servicing activities performed related to the assets held in the Acquisition Partnerships; (ii) interest income on performing Portfolio Assets and loans receivable; and (iii) gains on disposition of assets. The Company also records equity in earnings of non-consolidated Acquisition Partnerships and servicing entities accounted for under the equity-method of accounting.

Middle-Market Company Capital Investments—Special Situations Platform Business Segment

        In 2008, FirstCity Denver was involved in middle-market capital transactions with total investment values approximating $28.8 million. Investments by FirstCity Denver since its inception in April 2007 are summarized below:

        Revenues with respect to the Company's Special Situations Platform business segment consist primarily of (i) interest and fee income from loan investments; (ii) revenues from majority-owned operating entities; and (iii) equity in earnings of non-consolidated investments accounted for under the equity-method of accounting.

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Liquidity and Capital Resources

        Historically, our primary sources of cash have been cash flows from operations, equity distributions from Acquisition Partnerships, interest and principal payments collected on subordinated intercompany debt, dividends and distributions from the Company's subsidiaries, borrowings from credit facilities with external lenders, and other special purpose short-term borrowings. Generally, cash has been used for Portfolio Asset acquisitions, investments in and advances to entities formed to acquire Portfolios ("Acquisition Partnerships"), capital investments in privately-held middle-market companies, other investments, repayments of bank borrowings and other debt, and working capital to support our growth.

        We believe that funds generated from collections from consolidated loan and real estate portfolios, loans receivable and other investments; fees generated from servicing assets; equity distributions from existing Acquisition Partnerships and other equity investments; and sales of guaranteed portions of existing and originated SBA loans—together with existing cash and available borrowings under our existing credit agreements—will be sufficient to finance our current operations and support our growth at least through the next twelve months.

        Cash generated from our operations and investments is dependent primarily upon our ability to collect on our consolidated Portfolio Assets (and Portfolio Assets in our Acquisition Partnerships) and loans receivable. Many factors, including general economic conditions, are essential to our ability to generate cash flows. Fluctuations in our collections, investment income, credit availability, and adverse changes in other factors, could have a negative impact on our ability to generate sufficient cash flows to support our business.

        Our operating activities used cash of $49.2 million, $16.6 million and $63.3 million for the years ended December 31, 2008, 2007, and 2006, respectively. In 2008, net cash used in operations was attributable primarily to a net loss of $46.7 million, Portfolio Asset purchases of $15.5 million (net of principal collections), and a non-cash deduction of $20.8 million for income accretion on Portfolio Assets—off-set partially by $37.9 million of non-cash add-backs related to our deferred tax asset write-off and provisions for loan and impairment losses. Net cash used in 2007 was attributable primarily to non-cash deductions of $33.7 million for income accretion on Portfolio Assets and equity earnings on equity-method investments—off-set partially by $2.2 million of net earnings, $8.1 million of principal collections on Portfolio Assets (net of purchases), and $5.0 million of non-cash add-backs for depreciation, amortization, and provisions for loan and impairment losses. In 2006, net cash used in operations was attributable primarily to $48.3 million of Portfolio Asset purchases (net of principal collections), and non-cash deductions of $22.7 million for income accretion on Portfolio Assets and equity earnings on equity-method investments—off-set partially by $9.8 million of net earnings. The remaining changes in all periods were due primarily to net changes in other accounts related to our operating activities.

        Our investing activities used cash of $18.4 million in 2008, provided cash of $39.5 million in 2007, and used cash of $19.6 million in 2006. Net cash used in 2008 for investing activities was attributable primarily to $29.6 million of net advances and originations on our loan investments, $3.1 million of equity investment contributions, and $6.5 million disbursed for an investment security purchase—off-set partially by $21.6 million of distributions from equity-method investments. In 2007, net cash provided by investing activities was attributable primarily to $66.5 million of distributions from equity-method investments, and $19.0 million of net collections on loan investments—off-set partially by $26.1 million of equity investment contributions, $17.4 million of loan purchases, and $5.6 million for a business acquisition. Net cash used in 2006 for investing activities was attributable primarily to $28.7 million of net advances and originations for loan investments—off-set partially by $9.4 million of proceeds from the sales of equity investments and subsidiaries. The remaining changes in all periods were due primarily to net changes in other accounts related to our investing activities.

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        Our financing activities provided cash of $64.8 million in 2008, used cash of $18.5 million in 2007, and provided cash of $88.5 million in 2006. In 2008, net cash provided by financing activities was attributable primarily to $69.7 million of net borrowings to finance our Portfolio Asset acquisitions and investments and working capital—off-set partially by $4.9 million of common stock repurchases. Net cash used in 2007 for financing activities was attributable primarily to $18.1 million of net repayments on our borrowings. In 2006, net cash provided by financing activities was attributable primarily to $94.0 million of net borrowings to finance our Portfolio Asset acquisitions and investments—off-set partially by $5.6 million of common stock repurchases. The remaining changes in all periods were due primarily to net changes in other accounts related to our financing activities.

        Cash paid for interest expense approximated $12.9 million, $15.4 million and $6.9 million in 2008, 2007 and 2006, respectively. Substantially all of our interest expense was paid on our credit facilities and other borrowings. FirstCity's average outstanding debt decreased to $201.9 million for 2008 from $205.1 million for 2007, while the average cost of borrowings decreased to 7.8% in 2008 compared to 8.8% in 2007. In 2006, our average debt approximated $100.3 million and our average cost of borrowing was 8.3%. The increase in the Company's debt levels since 2006 is a result of increased limits on existing credit facilities and the addition of a new loan facility the Company secured in 2007 to accommodate its growth and investment acquisitions.

        The following is a summary of FirstCity's primary external lending facilities that it uses to provide liquidity for equity and loan investments, Portfolio Asset acquisitions, Acquisition Partnership investments, capital investments, and working capital:

$225.0 Million Revolving Loan Facility—Bank of Scotland

        FirstCity has a $225.0 million revolving acquisition facility with Bank of Scotland that matures in November 2010. The revolving loan facility is used to finance the senior debt and equity portion of portfolio and asset purchases made by FirstCity and to provide for the issuance of letters of credit and working capital loans. The obligations of FirstCity under this facility are guaranteed by substantially all of the wholly-owned subsidiaries of FirstCity and are secured by security interests in substantially all of the assets of FirstCity and its wholly-owned subsidiaries. The primary terms and key covenants of the $225.0 million revolving credit facility, as amended, are as follows:

•

The maximum outstanding amount of loans and letters of credit issued under the loan facility that may be outstanding under the loan facility is $225.0 million;



•

Provides for a fluctuating interest rate equal to the highest of (i) one month London Interbank Offering Rate ("LIBOR") plus 1.0%; (ii) federal funds rate plus 0.5%; or (iii) Bank of Scotland's prime rate;



•

Limits loans that can be borrowed in Euros under the loan facility to $50.0 million;



•

The maximum amount of letters of credit that can be issued under the loan facility is $40.0 million;



•

The maximum amount of working capital loans that can be outstanding under the loan facility is $35.0 million;



•

Allows loans to be made based upon a borrowing base of (a) 70% of the net present equity value of certain affiliates of FirstCity engaged in the asset and portfolio investment business, and (b) 40% of the equity investment of FirstCity and its subsidiaries in certain new ventures;



•

The maximum value for assets that can be included in the borrowing base from the acquisition of portfolio assets in certain countries are as follows: Mexico—$40.0 million, Brazil—$10.0 million, Chile—$25.0 million, and Argentina or Uruguay—$6.0 million;

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•

Provides for a ratio of indebtedness to tangible net worth not to exceed 5.25 to 1.00 for the last day of each fiscal quarter;



•

Provides for a minimum tangible net worth of $50.0 million for the last day of each fiscal quarter;



•

Provides for a minimum ratio of cumulative current recovered and projected collections to cumulative original projected collections of 0.90 to 1.00;



•

Provides for a ratio of net cash flows (as defined) to total interest and fee expense of not less than 5.00 to 1.00 for the four fiscal quarters then ended; and



•

Provides for a cash conversion rate (as defined) of not less than 25% for the four fiscal quarters then ended.

        At December 31, 2008, the Company was in compliance with all material covenants or other requirements set forth in the credit agreement or other agreements with Bank of Scotland. As a result of an amendment to the credit agreement on March 30, 2009, as described below, the Company will be in compliance with the financial covenants related to tangible net worth and the ratio of indebtedness to tangible net worth and all other financial covenants with respect to the Company's financial statements to be delivered for the period ending December 31, 2008.

        On July 14, 2008, FirstCity and Bank of Scotland entered into an amendment to the $225.0 million revolving loan facility that added a "net cash flow" and "cash conversion" financial covenant to the loan facility that applies to FirstCity and all other members of the consolidated group. The additional covenants, which are included in the primary terms and key covenants outlined above, are applicable to the fiscal quarters ending September 30, 2008 and thereafter.

        On and effective December 12, 2008, FirstCity and Bank of Scotland entered into an amendment to the $225.0 million revolving loan facility to decrease the "indebtedness to tangible net worth" ratio requirement, decrease the "minimum tangible net worth" requirement, and revise the loan facility's interest rate. The additional covenants are included in the primary terms and key covenants outlined above. In addition, the amendment includes provisions that allow for additional modifications of the "indebtedness to tangible net worth" ratio requirement and the "minimum tangible net worth" requirement that are conditioned on the outcome of the Company's pending lawsuit related to Prudential Financial, Inc. (refer to Note 16 of the Company's 2008 Consolidated Financial Statements).

        On March 30, 2009, FirstCity and Bank of Scotland entered into an amendment to the $225.0 million revolving loan facility to amend the definitions of "indebtedness" and "tangible net worth" such that in the determination of "tangible net worth" and the computation of the ratio of "indebtedness to tangible net worth" for the fiscal quarters ending December 31, 2008 and thereafter, "tangible net worth" and "indebtedness" would be adjusted by deducting non-controlling interests (i.e. minority interests) in subsidiaries from liabilities and adding non-controlling interests in subsidiaries to equity as will be provided under GAAP (pursuant to SFAS 160) for fiscal quarters ending after December 31, 2008.

        FirstCity has $32.1 million in Euro-denominated debt on the $225.0 million revolving loan facility with Bank of Scotland described above for the purpose of hedging a portion of the net equity investments in Europe. In general, the type of risk hedged relates to the foreign currency exposure of net investments in Europe caused by movements in Euro exchange rates. The Company expects that changes in the net investments being hedged will be off-set by corresponding changes in the values of the Euro-denominated debt. Effectiveness of the hedging relationship is measured and designated at the beginning of each month by comparing the outstanding balance of the Euro-denominated debt to the carrying value of the designated net equity investments. The net foreign currency translation gain

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(loss) included in accumulated other comprehensive income relating to the Euro-denominated debt was $2.6 million for the year ended December 31, 2008, ($2.4) million for 2007, and ($2.5) million for 2006.

$100.0 Million Revolving Loan Facility—Bank of Scotland

        FH Partners LLC ("FH Partners"), an indirect wholly-owned affiliate of FirstCity, has a $100.0 million revolving loan facility with Bank of Scotland that provides financing for Portfolio and asset purchases by FH Partners. This revolving loan facility matures in November 2010, and is secured by all assets of FH Partners and a guaranty by FirstCity and certain of its wholly-owned subsidiaries. The primary terms and key covenants of this $100.0 million revolving loan facility, as amended, are as follows:

•

The maximum outstanding amount of loans that may be outstanding under the loan facility is $100.0 million;



•

Provides for a fluctuating interest rate equal to the highest of (i) one month LIBOR plus 1.0%; (ii) federal funds rate plus 0.5%; or (iii) Bank of Scotland's prime rate;



•

Allows loans to be made for the acquisition of Portfolio Assets in the United States, and provides for loans to be used for other purposes with advance approval from Bank of Scotland;



•

Provides that each loan may be in an amount of up to 70% of the net present value of the assets being acquired with the proceeds of the loan;



•

Provides that the aggregate outstanding balances of all loans will not exceed 65% of the net present value of the assets securing the loan facility;



•

Provides for a ratio of net cash flows (as defined) to total interest and fee expense of not less than 7.00 to 1.00 for the four fiscal quarters then ended;



•

Provides for a cash conversion rate (as defined) of not less than 35% for the four fiscal quarters then ended; and



•

Provides that all other financial covenants will generally mirror the key covenants of the $225.0 million revolving loan facility that FirstCity has with Bank of Scotland (as described above).

        At December 31, 2008, the Company was in compliance with all material covenants or other requirements set forth in the credit agreement or other agreements with Bank of Scotland. As a result of an amendment to the credit agreement on March 30, 2009, as described below, the Company will be in compliance with the financial covenants related to tangible net worth and the ratio of indebtedness to tangible net worth and all other financial covenants with respect to the Company's financial statements to be delivered for the period ending December 31, 2008.

        On July 14, 2008, FH Partners and Bank of Scotland entered into an amendment to the $100.0 million revolving loan facility that added a "net cash flow" and "cash conversion" financial covenant to the loan facility that applies FH Partners. The additional covenants, which are included in the primary terms and key covenants outlined above, are applicable to the fiscal quarters ending September 30, 2008 and thereafter.

        On and effective December 12, 2008, FH Partners and Bank of Scotland entered into an amendment to the $100.0 million revolving loan facility to decrease the "indebtedness to tangible net worth" ratio requirement, decrease the "minimum tangible net worth" requirement, and revise the loan facility's interest rate. The additional covenants are included in the primary terms and key covenants outlined above. In addition, the amendment includes provisions that allow for additional modifications of the "indebtedness to tangible net worth" ratio requirement and the "minimum tangible net worth"

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requirement that are conditioned on the outcome of the Company's pending lawsuit related to Prudential Financial, Inc. (refer to Note 16 of the Company's 2008 Consolidated Financial Statements).

        On March 30, 2009, FH Partners and Bank of Scotland entered into an amendment to the $100.0 million revolving loan facility to amend the definitions of "indebtedness" and "tangible net worth" such that in the determination of "tangible net worth" and the computation of the ratio of "indebtedness to tangible net worth" for the fiscal quarters ending December 31, 2008 and thereafter, "tangible net worth" and "indebtedness" would be adjusted by deducting non-controlling interests (i.e. minority interests) in subsidiaries from liabilities and adding non-controlling interests in subsidiaries to equity as will be provided under GAAP (pursuant to SFAS 160) for fiscal quarters ending after December 31, 2008.

$25.0 Million Subordinated Credit Agreement—BoS (USA)

        FirstCity has a $25.0 million subordinated credit agreement with BoS (USA) which may be used to finance equity investments in new ventures, equity investments made in connection with portfolio and asset purchases and loans made by FirstCity and its subsidiaries to acquisition entities, provide for the issuance of letters of credit, and for working capital loans. This credit facility matures in November 2010 and is guaranteed by substantially all of FirstCity's wholly-owned subsidiaries and secured by substantially all of the assets of FirstCity and its wholly-owned subsidiaries. The primary terms and key covenants of this $25.0 million loan facility, as amended, are as follows:

•

Allows loans to be made in maximum aggregate amount of $25.0 million during the term of the loan facility;



•

Provides for a fluctuating interest rate equal to the highest of (i) one month LIBOR plus 1.0%; (ii) federal funds rate plus 0.5%; or (iii) Bank of Scotland's prime rate;



•

Allows loans to be made based upon a borrowing base of (a) 80% of the net present equity value of certain affiliates of FirstCity engaged in the asset and portfolio investment business, and (b) 90% of the equity investment of FirstCity and its subsidiaries in certain new ventures;



•

Limits that the maximum value for assets that can be included in the borrowing base from the acquisition of portfolio assets in certain countries as follows (a) Mexico up to $40.0 million, (b) Brazil up to $10.0 million, (c) Chile up to $25.0 million and (d) Argentina and Uruguay up to $6.0 million;



•

Provides for inclusion in the borrowing base of loans made to the FirstCity Denver (majority-owned subsidiary of FirstCity) to be advanced for the purpose of investing in distressed debt, special loan originations, leveraged buyouts and other special opportunities and revised other terms and provisions of the facility to allow acquisition loans under the facility;



•

Provides for inclusion in the borrowing base of certain loans made by FirstCity subsidiaries to non-affiliated entities that are secured by real estate;



•

Provides for a ratio of indebtedness to tangible net worth not to exceed 5.25 to 1.00 for the last day of each fiscal quarter;



•

Provides for a minimum tangible net worth of $50.0 million for the last day of each fiscal quarter;



•

Provides for a minimum ratio of cumulative current recovered and projected collections to cumulative original projected collections of 0.90 to 1.00;



•

Provides for a ratio of net cash flows (as defined) to total interest and fee expense of not less than 5.00 to 1.00 for the four fiscal quarters then ended; and

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•

Provides for a cash conversion rate (as defined) of not less than 25% for the four fiscal quarters then ended.

        At December 31, 2008, the Company was in compliance with all material covenants or other requirements set forth in the credit agreement or other agreements with BoS (USA). As a result of an amendment to the credit agreement on March 30, 2009, as described below, the Company will be in compliance with the financial covenants related to tangible net worth and the ratio of indebtedness to tangible net worth and all other financial covenants with respect to the Company's financial statements to be delivered for the period ending December 31, 2008.

        On July 14, 2008, FirstCity and BoS (USA) entered into an amendment to the $25.0 million subordinated credit agreement that added a "net cash flow" and "cash conversion" financial covenant to the credit facility that applies to FirstCity and all other members of the consolidated group. The additional covenants, which are included in the primary terms and key covenants outlined above, are applicable to the fiscal quarters ending September 30, 2008 and thereafter.

        On and effective December 12, 2008, FirstCity and BoS (USA) entered into an amendment to the $25.0 million subordinated credit agreement to decrease the "indebtedness to tangible net worth" ratio requirement, decrease the "minimum tangible net worth" requirement, and revise the credit facility's interest rate. The additional covenants are included in the primary terms and key covenants outlined above. In addition, the amendment includes provisions that allow for additional modifications of the "indebtedness to tangible net worth" ratio requirement and the "minimum tangible net worth" requirement that are conditioned on the outcome of the Company's pending lawsuit related to Prudential Financial, Inc. (refer to Note 16 of the Company's 2008 Consolidated Financial Statements).

        On March 30, 2009, FirstCity and BoS (USA) entered into an amendment to the $25.0 million subordinated credit agreement to amend the definitions of "indebtedness" and "tangible net worth" such that in the determination of "tangible net worth" and the computation of the ratio of "indebtedness to tangible net worth" for the fiscal quarters ending December 31, 2008 and thereafter, "tangible net worth" and "indebtedness" would be adjusted by deducting non-controlling interests (i.e. minority interests) in subsidiaries from liabilities and adding non-controlling interests in subsidiaries to equity as will be provided under GAAP (pursuant to SFAS 160) for fiscal quarters ending after December 31, 2008.

        BoS (USA) has a warrant to purchase 425,000 shares of the Company's voting common stock at $2.3125 per share. BoS (USA) is entitled to additional warrants in connection with this existing warrant for 425,000 shares under certain specific situations to retain its ability to acquire approximately 4.86% of the Company's voting common stock. The warrant expires on August 31, 2010 if it is not exercised prior to that date.

Banco Santander, S.A.

        FirstCity Mexico SA de CV, a Mexican affiliate of FirstCity, has a term note with Banco Santander, S.A. with an unpaid principal balance of 142,240,000 Mexican pesos at December 31, 2008, which was equivalent to $10.8 million U.S. dollars on that date. The loan proceeds are used to pay down the acquisition facility with the Bank of Scotland. Pursuant to the terms of the credit facility, FirstCity Mexico SA de CV was required to provide a stand-by letter of credit from Bank of Scotland that would satisfy the loan balance upon demand. At December 31, 2008, FirstCity had a letter of credit in the amount of $12.6 million from Bank of Scotland under the terms of FirstCity's revolving acquisition facility with Bank of Scotland. In the event that a demand is made under the $12.6 million letter of credit, FirstCity is required to reimburse Bank of Scotland by making payment to Bank of Scotland for all amounts disbursed or to be disbursed by Bank of Scotland under the letter of credit.

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Wells Fargo Foothill, LLC

        At December 31, 2008, American Business Lending, Inc. ("ABL"), a majority-owned subsidiary of FirstCity, had a $40.0 million revolving loan facility with Wells Fargo Foothill, LLC ("WFF"), for the purpose of financing and acquiring SBA loans. The obligations under this facility are secured by substantially all of the assets of ABL. In connection with this loan facility, FirstCity provided WFF with an unconditional guaranty, up to a maximum of $5 million plus enforcement cost, of the obligations of ABL under the loan facility that relate to funds in the amount of $31.7 million advanced by WFF to ABL in connection with a SBA loan portfolio acquired by ABL in February 2007. This guaranty remains in effect until the obligations incurred in connection with the advance related to the acquisition of the portfolio of SBA loans are paid in full. The primary terms and key covenants of the $40.0 million revolving loan facility at December 31, 2008 are outlined below. As further discussed below, the maximum credit line and other terms of this loan facility were subsequently amended in February 2009.

•

Allows advances in the maximum amount of $40.0 million to be made under the facility;



•

Provides for a borrowing base for originating loans by which (a) the sum of (1) up to 100% of the net eligible SBA guaranteed loans originated by ABL, plus (2) up to 80% of the net eligible non-guaranteed loans originated by ABL, exceeds (b) the sum of (1) any reserves for obligations of ABL related to the bank products, plus (2) the aggregate amount, if any, of loan reserves then established and outstanding, plus (3) the aggregate amount of any other reserves established by WFF;



•

Provides for a borrowing base for the portfolio of SBA loans acquired in February 2007 by which (a) the sum of (1) up to 100% of the net eligible SBA guaranteed performing loans acquired by ABL in February 2007, (provided, that such percentage shall be reduced by 5% on November 1, 2007 and on the first day of each month thereafter), plus (2) up to 80% of the net eligible non-guaranteed performing loans acquired by ABL, exceeds (b) the sum of (1) any reserves with respect to acquired performing loans related to the bank products, plus (2) the aggregate amount, if any, of loan reserves then established and outstanding, plus (3) the aggregate amount of any other reserves established by WFF;



•

Provides for an interest rate of LIBOR plus 2.625% or, alternatively, the greater of (x) the Wells Fargo prime rate or (y) 7.50% per annum;



•

Provides in the event of the termination of the facility by ABL for a prepayment fee of 1.0% of the maximum credit line if paid during the period beginning December 15, 2008 and ending December 13, 2009; and



•

Provides for a maturity date of December 14, 2009.

        The security agreement executed by ABL to secure the obligations under this credit facility grants a security interest to WFF in all of the assets of ABL, except the unguaranteed portions of certain SBA-guaranteed loans, certain other assets, and the Small Business Lending Corporation license. In addition, the loan facility contains certain defined financial covenants including a maximum ratio of debt to equity, minimum level of tangible net worth, minimum interest coverage ratios, and asset quality ratios related to the underlying loan collateral. At December 31, 2008, ABL was in compliance with all material covenants or other requirements set forth in the credit agreement or other agreements with WFF, except for two covenants related to loan losses and tangible net worth. At the end of each fiscal quarter, ABL's loan losses for the twelve-month period then ending should not exceed 2.0% of the average amount of non-guaranteed loans outstanding during the period (ABL's loan loss measure under this condition was 2.9% at December 31, 2008). In addition, at the end of each fiscal quarter, ABL is required to maintain, on a consolidated basis, tangible net worth of not less than $6.5 million (ABL's tangible net worth approximated $6.4 million at December 31, 2008). WFF has waived these requirements of the agreement as of and for the quarter ended December 31, 2008.

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        In February 2009, ABL and WFF entered into an agreement to amend the $40.0 million revolving credit facility by reducing the maximum credit line to $25.0 million. In connection with this amendment, FirstCity will provide WFF with an unconditional guaranty for all of ABL's obligations up to a maximum of $5.0 million plus enforcement costs. The primary terms and key covenants of the $25.0 million revolving loan facility, as amended in February 2009, are as follows:

•

Allows advances in the maximum amount of $25.0 million to be made under the facility;



•

Provides for a borrowing base for originating loans by which (a) the sum of (1) up to one hundred percent (100%) of the net eligible SBA guaranteed loans originated by ABL, plus (2) up to eighty percent (80%) of the net eligible non-guaranteed loans originated by ABL that are real estate loans, plus (3) up to seventy percent (70%) of the non-guaranteed loans originated by ABL that are mixed collateral loans, exceeds (b) the sum of (1) any reserves for obligations of ABL related to the bank products, plus (2) the aggregate amount, if any, of loan reserves then established and outstanding, plus (3) the aggregate amount of any other reserves established by WFF;



•

Provides for a minimum tangible net worth requirement of $5,500,000 plus 100% of the sum of the positive amounts, if any, (but not any negative amounts), of net income for quarters ending March 31, 2009 and for each quarter thereafter;



•

Provides for a rate of interest equal to the greater of 3.625% or 90-day LIBOR plus 2.625%; and



•

Provides for a maturity date of January 31, 2010.

        Excluding the terms of the credit facilities for the non-consolidated Acquisition Partnerships, as of December 31, 2008, the Company and its consolidated subsidiaries had credit facilities providing for borrowings in an aggregate principal amount of $423.1 million and outstanding borrowings of $251.5 million.

Discussion of Critical Accounting Policies

        In the ordinary course of business, the Company has made a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of its consolidated financial statements in conformity with accounting principles generally accepted in the United States. Actual results could differ significantly from those estimates under different assumptions and conditions. The Company believes that the following discussion addresses the Company's most critical accounting policies, which are those that are most important to the portrayal of the Company's consolidated financial position and results and require management's most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

REVENUE RECOGNITION: PORTFOLIO ASSETS

        The Company invests in performing and non-performing commercial and consumer loans, real estate and certain other assets ("Portfolio Assets" or "Portfolios"), and services and resolves such Portfolio Assets in an effort to maximize the present value of the ultimate cash recoveries. The Portfolio Assets are generally non-homogeneous assets, including loans of varying qualities that are secured by diverse collateral types and real estate. Some Portfolio Assets are loans for which resolution is tied primarily to the real estate securing the loan, while others may be collateralized business loans, the resolution of which may be based on the cash flows of the business or the underlying collateral.

        On January 1, 2005, FirstCity adopted and began accounting for its acquisitions of loan portfolios with credit deterioration in accordance with the provisions of AICPA Statement of Position 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer ("SOP 03-3"). SOP 03-3 addresses accounting differences between contractual cash flows and cash flows expected to be collected from an investor's initial investment in acquired loans if those differences are attributable, at least in part, to

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credit quality. SOP 03-3 requires acquired loans with credit deterioration to be initially recorded at fair value and prohibits "carrying over" or the creation of valuation allowances in the initial accounting of acquired loans that are within the scope of SOP 03-3. Under SOP 03-3, the excess cash flows expected at acquisition over the loan portfolio's purchase price is recorded as interest income over the life of the portfolio.

        For Portfolio Assets comprised of loan pools acquired prior to January 1, 2005, the Company designated such Portfolios as non-performing or performing. The designations were made on the acquisition date of the Portfolio and do not subsequently change even though the actual performance of the underlying loans may change. The following is a description of the classifications and related accounting policies for the Company's various classes of Portfolio Assets:

Loans Acquired Prior to 2005

        For Portfolio Assets acquired before January 1, 2005, the Company initially recorded the purchased assets at cost, and acquisition-date purchase discounts and loan loss allowances of the underlying assets were included as components of the cost and carrying value of the Portfolio Assets, as applicable. Income recognition for loans acquired prior to 2005 is based on management's initial designation of the purchased Portfolio Assets as non-performing or performing. Such designations were made on the acquisition date and do not subsequently change even though the actual performance of the Portfolio Assets may subsequently change. The following describes the Company's accounting policies for performing and non-performing Portfolio Assets acquired prior to 2005:

Non-Performing Portfolio Assets Acquired Prior to 2005

        Non-performing Portfolio Assets acquired prior to 2005 consist primarily of distressed loans and loan-related assets (i.e. foreclosed loan collateral). Prior to January 1, 2005, Portfolio Assets were designated as non-performing if a majority of the loans in the Portfolio was significantly under-performing in accordance with the contractual terms of the underlying loan agreements at the date of acquisition. Income on non-performing Portfolio Assets is recognized only to the extent that collections exceed a pro-rata portion of allocated cost from the pool. Cost allocation is based on a proration of actual collections divided by total estimated collections of the pool. Interest income is not recognized separately on non-performing Portfolio Assets. All collection proceeds, of whatever type, are included in the determination of income recognition for these Portfolio Assets. The Company accounts for these non-performing Portfolio Assets on a pool basis.

Performing Portfolio Assets Acquired Prior to 2005

        Performing Portfolio Assets acquired prior to 2005 consist primarily of Portfolios of consumer and commercial loans acquired at a discount from the aggregate contractual amounts of the borrowers' obligations. Portfolio Assets were designated by management as performing if substantially all of the loans in the Portfolio were being paid in accordance with the contractual terms of the underlying loan agreements at the date of acquisition. Performing Portfolio Assets are carried at the unpaid principal balance of the underlying loans, net of unamortized acquisition discounts and allowance for loan losses. Income on Portfolio Assets is recognized using the interest method, based on the Portfolio's internal rate of return ("IRR"), and acquisition discounts for the Portfolios as a whole are accreted as an adjustment to yield over the estimated life of the respective Portfolios. Income on performing Portfolio Assets is accrued monthly based on each loan pool's effective IRR. Significant increases in expected future cash flows may be recognized prospectively through an upward adjustment of the IRR over a portfolio's remaining life. Any increase to the IRR then becomes the new benchmark for impairment testing. Cash flows greater than the interest accrual will reduce the carrying value of the pool. Likewise, cash flows that are less than the accrual will increase the carrying balance. The IRR is estimated based on the timing and amount of anticipated cash flows using the Company's proprietary collection model. Gains are recognized on performing Portfolio Assets when sufficient funds are received to fully satisfy the obligation on loans included in the pool, either from collections received from the borrower or proceeds received from the sale of the loan. The gain recognized represents the difference between the

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proceeds received and the allocated carrying value of the individual loan in the pool. The Company accounts for these performing Portfolio Assets on a pool basis.

Impairment of Loans Acquired Prior to 2005

        The Company evaluates and measures impairment for these performing and non-performing Portfolio Assets on a pool basis at least quarterly. Management's estimate of IRR as of January 1, 2005 is the basis for subsequent impairment testing for these Portfolio Assets acquired prior to 2005. If it is probable that a pool's cash flows estimated at acquisition plus any expected cash flow changes arising from changes in estimates after acquisition will not be collected, the carrying value of the pool will be reduced by establishing an allowance through provisions charged to operations to maintain the then-current IRR.

        A pool can become fully amortized (zero-basis carrying value on the balance sheet) while still generating cash collections. In this case, all cash collections are recognized as income when received. Additionally, the Company uses the cost-recovery method when timing and amount of collections on a particular pool of accounts cannot be reasonably predicted. Under the cost recovery method, no income is recognized until the Company has fully collected the cost of the portfolio, or until such time that the Company considers the collections to be probable and estimable and begins to recognize income based on the interest method as described above.

Loans Acquired After 2004

        A substantial portion of the Company's loans acquired after 2004 have experienced deterioration of credit quality between origination and the Company's acquisition of the accounts. The amounts paid for the loans reflect the Company's determination the loans have experienced deterioration in credit quality since origination and that it is probable the Company will be unable to collect all amounts due according to the contractual terms of the underlying loans. At acquisition, the Company reviews the loan portfolio both by account and aggregate pool to determine whether there is evidence of deterioration of credit quality since origination and if it is probable that the Company will be unable to collect all amounts due according to the account's contractual terms. The following describes the Company's accounting policies for non-performing and performing loan portfolios acquired after 2004.

Loans With Credit Deterioration Acquired After 2004

        Commencing January 1, 2005, FirstCity adopted and began accounting for its acquisitions of loan portfolios with credit deterioration in accordance with the provisions of SOP 03-3. As permitted by SOP 03-3, the Company generally establishes static pools for purchased loan accounts that have common risk characteristics (primarily loan type and collateral). Each static pool is accounted for as a single unit for the recognition of income, principal payments and loss provision. Once a static pool is established, individual accounts are generally not added to or removed from the pool (unless the Company sells, forecloses or writes-off the loan). At acquisition, FirstCity determines the excess of the loan pool's scheduled contractual payments over all cash flows expected to be collected as an amount that should not be accreted ("nonaccretable difference"). The excess of the portfolio's cash flows expected to be collected at acquisition over the initial investment in the portfolio ("accretable yield") is generally accreted into interest income over the remaining life of the portfolio. The discount (i.e. the difference between the cost of each static pool and the related aggregate contractual receivable balance) is not recorded because the Company does not expect to fully collect each static pool's contractual receivable balance. As a result, loan portfolios are generally recorded at cost (which approximates fair value) at the time of acquisition.

        In accordance with SOP 03-3, the Company accounts for its investments in SOP 03-3 loan portfolios using either the interest method or the cost-recovery method. Application of the interest method is dependent on management's ability to develop a reasonable expectation as to both the timing and amount of cash flows expected to be collected. In the event the Company cannot develop or

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establish a reasonable expectation as to both the timing and amount of cash flows expected to be collected, SOP 03-3 permits the use of the cost-recovery method.

        Under the interest method, an effective interest rate, or internal rate of return ("IRR"), is applied to the cost basis of the pool. SOP 03-3 requires that the excess of the contractual cash flows over expected cash flows not be recognized as an adjustment of income or expense or on the balance sheet. SOP 03-3 initially freezes the IRR that is estimated when the loan accounts are purchased as the basis for subsequent impairment testing (performed at least quarterly). Significant increases in actual, or expected future cash flows, is used first to reverse any existing valuation allowance for that loan pool; and any remaining increase may be recognized prospectively through an upward adjustment of the IRR over the portfolio's remaining life. Any increase to the IRR then becomes the new benchmark for impairment testing and income recognition. Under SOP 03-3, subsequent decreases in projected cash flows do not change the IRR, but are recognized as an impairment of the cost basis of the pool (to maintain the then-current IRR), and are reflected in the consolidated statements of operations through provisions charged to operations, with a corresponding valuation allowance off-setting the loan portfolio in the consolidated balance sheets. FirstCity establishes valuation allowances for loan portfolios acquired with credit deterioration to reflect only those losses incurred after acquisition—that is, the cash flows expected at acquisition that are not expected to be collected. Income from loan portfolios accounted for under the interest method is accrued based on each pool's IRR applied to each pool's adjusted cost basis. Gross collections in excess of the interest accrual and impairments will reduce the carrying value of the static pool, while gross collections less than the interest accrual will increase the carrying value. The IRR is estimated based on the timing and amount of anticipated cash flows using the Company's proprietary collection models. A pool can become fully amortized (zero-basis carrying balance on the balance sheet) while still generating cash collections. In this case, cash collections are recognized as income when received.

        If the amount and timing of future cash collections on a loan pool are not reasonably estimable, the Company accounts for such portfolios on the cost-recovery method. Under the cost-recovery method, no income is recognized until the Company has fully collected the cost of the portfolio, or until such time the Company considers the timing and amount of collections to be reasonably estimable and begins to recognize income based on the interest method as described above. At least quarterly, the Company performs an evaluation to determine if the remaining amount that is probable of collection is less than the portfolio's carrying value, and if so, recognizes impairment through provisions charged to operations. At December 31, 2008 and 2007, the carrying value of SOP 03-3 loan pools accounted for under the cost-recovery method approximated $20.7 million and $1.4 million, respectively.

Loans Without Credit Deterioration Acquired After 2004

        Loans acquired without evidence of credit deterioration at acquisition for which FirstCity has the positive intent and ability to hold for the foreseeable future are classified as held for investment and reported at their unpaid principal balance net of unamortized purchase discounts or premiums. Differences between the initial investment and the related loan's principal amount at the purchase date are recognized as an adjustment of interest income over the life of the loan. Income on the loans is recognized under the interest method. Interest accrual generally ceases when payments become 90 days contractually past due. A loan is impaired when based on current information and events it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. When a loan is determined to be impaired, management establishes an allowance for loan losses through a provision charged to operations. At least quarterly, management evaluates the need for an allowance on an individual-loan basis by considering information about specific borrower situations, estimated collateral values, general economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged-off. Loans are written-off against the allowance when all possible means of collection have been exhausted and the potential for recovery is considered remote.

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LOANS RECEIVABLE

        Loans receivable consist of loans made to affiliated entities (including Acquisition Partnerships) and non-affiliated entities, and purchased and originated U.S. Small Business Administration ("SBA") loans. The repayment of the loans is generally dependent upon future cash flows of the borrowers, future cash flows of the underlying collateral, and distributions made from affiliated entities. Interest is accrued when earned in accordance with the contractual terms of the loans. Loan origination fees and costs, as well as purchase premiums and discounts, are amortized as level-yield adjustments over the respective loan terms. Unamortized net fees, premiums or discounts are recognized upon early repayment or sale of the loans.

        The Company evaluates loans receivable for impairment on an individual-loan basis at least quarterly by reviewing the collectibility of the loans in light of various factors, as applicable, such as estimated future cash receipts of the borrower or underlying collateral, historical experience, estimated value of underlying collateral, prevailing economic conditions, and industry concentrations. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. A loan is considered impaired if it is probable that the Company will not ultimately collect all principal or interest amounts contractually due. Loans that experience insignificant payment shortfalls generally are not classified as impaired. When a loan is determined to be impaired, the Company generally ceases to accrue interest on the note and unpaid interest is reversed against interest income. When ultimate collectibility of the impaired note is in doubt, all collections are generally applied to reduce the principal amount of such notes until the principal has been recovered, and collections thereafter are recognized as interest income. Impairment losses are charged against an allowance account through provisions charged to operations in the period impairment is identified. Loans are written-off against the allowance when all possible means of collection have been exhausted and the potential for recovery is considered remote.

DEFERRED TAX ASSET

        We record income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and attributable to operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or paid. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted.

        Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes ("SFAS 109") requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish a valuation allowance against deferred tax assets is assessed periodically based on the SFAS 109 more-likely-than-not realization threshold criterion. In the assessment for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, excess of appreciated asset value over the tax basis of net assets, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.

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        During the fiscal year ended December 31, 2008, we established a full valuation allowance to reduce the deferred tax assets to $0. The valuation allowance was established due to the lack of objectively verifiable evidence regarding the realization of these assets in the foreseeable future. Our analysis of the need for a valuation allowance recognizes that effective in the fourth quarter of 2008 we have incurred a three year cumulative loss and also considered the general decline in global economic conditions over the past year, which dramatically weakened in the fourth quarter of 2008, causing a significant increase in our pre-tax loss due primarily to significantly higher impairments of certain loan and real estate portfolios.

        Regardless of the deferred tax valuation allowance established in 2008, the Company continues to retain net operating loss carryforwards for federal income tax purposes of approximately $224 million available to off-set future federal taxable income, if any, through the year 2027. To the extent that the Company generates taxable income in the future to utilize the tax benefits of the related deferred tax assets, subject to certain potential limitations, it may be able to reduce its effective tax rate by reducing the valuation allowance.

        We believe that the accounting estimate for the valuation of deferred tax assets is a critical accounting estimate because judgment is required in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns. We base our estimate of deferred tax assets and liabilities on current tax laws and rates and, in certain cases, business plans and other expectations about future outcomes. Changes in existing tax laws or rates could affect actual tax results and future business results, including further market deterioration, may affect the amount of deferred tax liabilities or the valuation of deferred tax assets over time. Changes that are not anticipated in our current estimates could have a material period-to-period impact on our financial position or results of operations (see "Item 1A. Risk Factors" of this Annual Report on Form 10-K).

ESTIMATES OF CASH RECEIPTS ON PORTFOLIO ASSETS

        The Company uses estimates to determine future cash receipts from Portfolio Assets. These estimates of future cash receipts from acquired Portfolio Asset pools are utilized in four primary ways:

(i)

to calculate the allocation of cost of sales of non-performing Portfolios;



(ii)

to determine the effective yield of performing Portfolios;



(iii)

to determine the reasonableness of settlement offers received in the liquidation of the Portfolio Assets; and



(iv)

to determine whether or not there is impairment in a pool of Portfolio Assets.

        The Company uses a proprietary asset management software program to manage the Portfolio Assets it owns and services. Each asset within a pool is analyzed by an account manager who is responsible for analyzing the characteristics of each asset within a pool. The account manager projects future cash receipts and expenses related to each asset and the sum of which provides the total estimated future cash receipts related to a particular purchased asset pool. These estimates are routinely monitored by the Company to determine reasonableness of the estimates provided.

CONSOLIDATION POLICY

        The Company's consolidated financial statements include the accounts of FirstCity, its wholly-owned and majority-owned subsidiaries, and certain variable interest entities. All significant intercompany transactions and balances have been eliminated in consolidation. Certain amounts in prior-year financial statements have been reclassified to conform to the current year presentation. These reclassifications are not significant and have no impact on net income (loss), total assets or stockholders' equity.

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        In accordance with Financial Accounting Standards Board ("FASB") Interpretation No. 46(R), Consolidation of Variable Interest Entities ("FIN 46R"), the Company consolidates any variable interest entities ("VIE") of which it is the primary beneficiary. In general, a VIE is an entity (1) that has total equity at risk that is not sufficient to finance its principal activities without additional subordinated financial support from other entities; (2) where the group of equity owners does not have the ability to make significant decisions about the entity's activities; (3) where the group of equity owners does not have the obligation to absorb losses or the right to receive residual returns generated by its operations, or both; or (4) where the voting rights of some investors are not proportional to their obligations to absorb the losses or the right to receive residual returns of the entity, or both, and substantially all of the entity's activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. If any of these characteristics is present, the entity is subject to a variable interests consolidation analysis, and consolidation is based on variable interests, and not solely on ownership of the entity's outstanding voting stock. Variable interests are generally defined as contractual, ownership or other economic interests in an entity that change with fluctuations in the entity's net asset value. The primary beneficiary consolidates the VIE; the primary beneficiary is the enterprise that absorbs a majority of expected losses or receives a majority of residual returns (if the losses or returns occur), or both. The Company also consolidates entities not deemed to be VIEs in which it holds, directly or indirectly, more than 50% of the voting interests or where it exercises control in accordance with ARB No. 51, Consolidated Financial Statements.

        The Company does not consolidate equity investments in 20% to 50% owned Acquisition Partnerships or other entities that are not VIEs where the Company owns less than a majority (controlling) interest, or equity investments in 20% to 50% owned Acquisition Partnerships or other entities that are VIEs where the Company is not the primary beneficiary. Rather, such investments are accounted for under the equity method of accounting since the Company has the ability to exercise significant influence over the investees' operating and financial policies. The Company also accounts for non-consolidated equity investments in less than 20% owned affiliates (mainly Acquisition Partnerships) under the equity method of accounting. FirstCity has the ability to exercise significant influence over the operating and financial policies of these entities, despite its comparatively smaller ownership percentage, due primarily to its active participation in the policy-making process as well as its involvement in the daily management activities. These entities are formed to share in the risks and rewards in developing new markets as well as to pool resources.

        Distributions of cash flow from the Acquisition Partnerships are a function of the terms and covenants of the loan agreements related to the secured borrowings of the Acquisition Partnerships. Generally, the terms of the underlying loan agreements permit some distribution of cash flow to the equity partners so long as loan-to-cost and loan-to-value relationships are in compliance with the terms and covenants of the applicable loan agreement. Once the secured borrowings of the Acquisition Partnerships are fully paid, all cash flow in excess of operating expenses is available for distribution to the equity partners.

        Equity earnings in most of the foreign Acquisition Partnerships are recorded on a one-month lag due to the timing of FirstCity's receipt of those financial statements.

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Contractual Obligations and Commercial Commitments

        The following tables present contractual cash obligations and commercial commitments of the Company as of December 31, 2008. See Notes 7, 13 and 16 of the of the Company's 2008 Consolidated Financial Statements.

 

Effect of Newly Issued Accounting Standards

        In April 2008, the FASB issued FASB Staff Position FAS 142-3, Determination of the Useful Life of Intangible Assets ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of adopting FSP FAS 142-3, but does not expect the adoption of the provisions of FSP FAS 142-3 to have a material effect on the Company's financial condition and results of operations.

        In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS 161"), an amendment to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 161 requires enhanced disclosures about derivative instruments and hedged items that are accounted for under SFAS No. 133 and related interpretations. SFAS 161 will be effective for the Company's interim and annual financial statements for periods beginning after November 15, 2008, with early adoption permitted. SFAS 161 expands the disclosure requirements for derivatives and hedged items and has no impact on the Company's accounting for any such instruments. The Company is currently evaluating the impact of adopting SFAS 161, but does not expect the adoption of the provisions of SFAS 161 to have a material effect on the Company's financial condition and results of operations.

        In December 2007, the FASB issued SFAS No. 141(R), Business Combinations ("SFAS 141R"). SFAS 141R establishes principle and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination, recognizing assets acquired and liabilities assumed arising from contingencies, and determining what information to disclose to enable user of the financial statements to evaluate the nature and financial impact of the business combination. SFAS 141R is effective for fiscal years beginning after December 15, 2008. Accordingly, the Company

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will apply the provisions for business combinations completed after December 31, 2008. The Company expects SFAS 141R will have an impact on its consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions that the Company consummates after the effective date.

        In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB 51 ("SFAS 160"), which defines non-controlling interest as the portion of equity in a subsidiary not attributable, directly or indirectly, to the parent. SFAS 160 requires the ownership interests in subsidiaries held by parties other than the parent (previously referred to as minority interest) to be clearly presented in the consolidated balance sheet within equity, but separate from the parent's equity. The amount of consolidated net income attributable to the parent and to any non-controlling interest must be clearly presented on the face of the consolidated statement of operations. Changes in the parent's ownership interest while the parent retains its controlling financial interest (greater than 50 percent ownership) are to be accounted for as equity transactions with no re-measurement to fair value. Upon a loss of control, any gain or loss on the interest sold will be recognized in earnings. Additionally, any ownership interest retained will be remeasured at fair value on the date control is lost, with any gain or loss recognized in earnings. SFAS 160 is effective for fiscal years beginning after December 15, 2008. Accordingly, the Company will adopt the provisions of SFAS 160 in the first quarter of 2009. The Company does not expect the adoption of the provisions of SFAS 160 to have a material effect on the Company's financial condition and results of operations.

        In February 2007, the FASB issued SFAS No.159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 ("SFAS 159"). SFAS 159 provides entities an opportunity to choose to measure eligible items at fair value at specified election dates. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. The fair value option (i) may be applied instrument by instrument, with certain exceptions, (ii) is irrevocable (unless a new election date occurs) and (iii) is applied only to entire instruments and not to portions of instruments. Adoption of SFAS 159 is optional and, if adopted, would be effective for the Company's 2008 fiscal year. The Company elected not to adopt SFAS 159 and, as a result, SFAS 159 did not impact the Company's financial condition or results of operations.

Effects of Newly Adopted Accounting Standards

        In January 2009, the FASB issued FSP EITF 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20 ("FSP EITF 99-20-1"), which eliminates the requirement that the holder's best estimate of cash flows be based upon those that a "market participant" would use. FSP EITF 99-20-1 was amended to require recognition of other-than-temporary impairment when it is "probable" that there has been an adverse change in the holder's best estimate of cash flows from the cash flows previously projected. This amendment aligns the impairment guidance under EITF 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets, with the guidance in SFAS 115. FSP EITF 99-20-1 retains and re-emphasizes the other-than-temporary impairment guidance and disclosures in pre-existing GAAP and SEC requirements. FSP EITF 99-20-1 is effective for interim and annual reporting periods ending after December 15, 2008. FSP EITF 99-20-1 did not have a material impact on the Company's financial condition or results of operations.

        In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities ("FSP FAS 140-4 and FIN 46R-8"), which requires expanded disclosures for transfers of financial assets and involvement with variable interest entities ("VIEs"). Under this guidance, the disclosure objectives related to transfers of financial assets now include providing information on (i) a company's continued

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involvement with financial assets transferred in a securitization or asset backed financing arrangement, (ii) the nature of restrictions on assets held by a company that relate to transferred financial assets, and (iii) the impact on financial results of continued involvement with assets sold and assets transferred in secured borrowing arrangements. VIE disclosure objectives now include providing information on (i) significant judgments and assumptions used by a company to determine the consolidation or disclosure of a VIE, (ii) the nature of restrictions related to the assets of a consolidated VIE, (iii) the nature of risks related to a company's involvement with the VIE, and (iv) the impact on financial results related to the company's involvement with the VIE. Certain disclosures are also required where a company is a non-transferor sponsor or servicer of a QSPE. FSP FAS 140-4 and FIN 46R-8 is effective for the first reporting period ending after December 15, 2008. Since the FSP only requires certain additional disclosures, it did not affect the Company's consolidated financial position or results of operations.

        Effective January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and enhances disclosures about fair value measurements. Fair value is defined under SFAS 157 as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The adoption of SFAS 157 did not impact our financial condition and results of operations at the date of adoption.

        In February 2008, the FASB issued FASB Staff Position 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS 157 for non-financial assets and non-financial liabilities that are not required or permitted to be measured at fair value on a recurring basis. The Company will be required to apply SFAS 157, effective January 1, 2009, to non-financial assets and liabilities that qualified for the deferral.

        In October 2008, the FASB issued FASB Staff Position 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active ("FSP FAS 157-3"). FSP FAS 157-3 applies to financial assets within the scope of accounting pronouncements that require or permit fair value measurements under SFAS 157, and clarifies the application of SFAS 157 in a market that is not active. FSP FAS 157-3 states that an entity should not automatically conclude that a particular transaction price is determinative of fair value. In a dislocated market, judgment is required to evaluate whether individual transactions are forced liquidations or distressed sales. When relevant observable market information is not available, a valuation approach that incorporates management's judgments about the assumptions that market participants would use in pricing the asset in a current sale transaction would be acceptable. FSP FAS 157-3 is effective immediately and applies to prior periods for which financial statements have not been issued, including interim or annual periods ending on or before September 30, 2008. Accordingly, we adopted FSP FAS 157-3 prospectively, beginning July 1, 2008. The adoption of FSP FAS 157-3 did not have a material impact on the Company's financial results or fair value determinations.

        Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the financial statement recognition and disclosure requirements for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and derecognition of tax positions taken or expected to be taken in a tax return. Furthermore, FIN 48 provides related guidance on measurement, classification, interest and penalties, and disclosure. The adoption of FIN 48 did not have a significant impact on the Company's financial condition and results of operations.

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        Effective January 1, 2007, the Company adopted SFAS No. 156, Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140 ("SFAS 156"). SFAS 156 requires an entity to recognize a servicing asset or liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in specified situations. Such servicing assets or liabilities would be initially measured at fair value, if practicable, and subsequently measured at amortized value or fair value based upon an election of the reporting entity. SFAS 156 also specifies certain financial statement presentations and disclosures in connection with servicing assets and liabilities. The Company elected to measure the servicing assets, subsequent to the date of sale, by using the amortization method which amortizes servicing assets in proportion to and over the period of estimated net servicing income and assesses servicing assets for impairment based on fair value at each reporting date. The adoption of SFAS 156 by the Company on January 1, 2007 did not have a significant impact on the Company's financial condition or results of operations.

        On December 31, 2006, the Company adopted SEC Staff Accounting Bulletin Topic 1N, Financial Statements—Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements ("SAB 108"). SAB 108 provides guidance on how prior year misstatements should be evaluated when determining the materiality of misstatements in the current year financial statements and it also addresses how to correct material misstatements. The Company's adoption of SAB 108 resulted in an adjustment to opening retained earnings for the year ended December 31, 2006 by approximately $327,000, all of which relates to the Company's investments in certain Acquisition Partnerships accounted for under the equity method of accounting. Approximately $152,000 reflects a correction to write-off cumulative translation adjustments related to certain foreign investments during the periods 2002 through 2005, and approximately $106,000 reflects a correction in a Partnership's accounting for property taxes in 2005. The remaining $69,000 reflects the Company's 2005 correction of accounting for equity earnings on a pro-rata basis recorded in an acquired investment subsequent to the acquisition date. The Company reviewed the annual amount of reduced equity earnings incurred in prior periods for these corrections and considered the effects to be immaterial to prior periods both individually and in the aggregate.

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Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

        Market risk is the risk of loss from adverse changes in market prices and interest rates. The Company's operations are materially impacted by net gains on sales of loans and net interest margins. The level of gains from loan sales the Company achieves is dependent on demand for the products originated. Net interest margins are dependent on the Company's ability to maintain the spread or interest differential between the interest it charges the customer for loans and the interest the Company is charged for the financing of those loans. The following describes each component of interest bearing assets held by the Company and how each could be affected by changes in interest rates.

        The Company invests in Portfolio Assets both directly through consolidated subsidiaries and indirectly through equity investments in Acquisition Partnerships. Portfolio Assets consist of investments in pools of non-homogenous assets that predominantly consist of loan and real estate assets. Earnings from these assets are based on the estimated future cash flows from such assets and recorded when those cash flows occur. The underlying loans within these pools bear both fixed and variable rates. Due to the non-performing nature and history of these loans, changes in prevailing benchmark rates (such as the prime rate or LIBOR) generally have a nominal effect on the ultimate future cash flow to be realized from the Portfolio Assets.

        Loans receivable consist primarily of loans made to affiliated entities (including Acquisition Partnerships) and non-affiliated entities, and generally bear interest at fixed rates. The repayment of the loans is generally dependent upon future cash flows of the borrowers, future cash flows of the underlying collateral, and distributions from affiliated entities. Since these loans are predominantly fixed-rate financial instruments, changes in market interest rates would not have a significant impact on the collectibility of these loans.

        SBA loans receivable were $19.3 million at December 31, 2008, of which $4.9 million were related to the guaranteed portion of these loans. The guaranteed portion is backed by the full faith and credit of the U.S. Small Business Administration, and is generally sold into the secondary market. Virtually all of the SBA loans have variable interest rates. Assuming that the balance sheet were to remain constant and no actions were taken to alter the existing interest rate sensitivity, a hypothetical immediate change in interest rates would have a minimal effect on interest income from SBA loans for 2008. Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the balance sheet, and other business developments that could affect a net increase (decrease) in assets. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by this estimate.

        FirstCity had $251.5 million in debt outstanding at December 31, 2008. The Company is exposed to interest rate risk primarily through its variable rate debt, which totaled $234.6 million or 93% of the Company's total debt. A 50 basis point change in interest rates would increase or decrease FirstCity's annual interest expense by approximately $1.2 million annually.

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Foreign Currency Risk

        The Company currently has loans and equity investments in Europe, Latin America (i.e. Mexico, Argentina, Dominican Republic, Brazil and Chile) and Canada.

        In Europe and in Mexico, the Company's investments are primarily in the form of equity and represent a significant portion of the Company's total equity investments. As previously discussed, the revolving acquisition facility with Bank of Scotland for $225 million allows loans to be made in Euros up to a maximum amount in Euros that is equivalent to $50 million U.S. dollars. At December 31, 2008, the Company had $32.1 million in Euro-denominated debt for the purpose of hedging a portion of the net equity investments in Europe. In November 2006, the Company entered into a loan agreement with Banco Santander, S.A. that allows loans to be made in Mexican pesos. At December 31, 2008, the Company had 142,240,000 in Mexican peso-denominated debt, which was equivalent to $10.8 million U.S. dollars. Management of the Company feels that these loan agreements will help reduce the risk of adverse effects of currency changes on these investments.

        A sharp change in the foreign currencies related to the investments in Europe, and Latin America relative to the U.S. dollar could materially adversely affect the financial position and results of operations of the Company. A 5% and 10% incremental depreciation of these currencies would result in an estimated decline in the valuation of the Company's foreign investments and are indicated in the following table. These amounts are estimates; consequently, these amounts are not necessarily indicative of the actual effect of such changes with respect to the Company's consolidated financial position or results of operations.

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Item 8.    Financial Statements and Supplementary Data.

FIRSTCITY FINANCIAL CORPORATION AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 AND COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands)

See accompanying notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

See accompanying notes to consolidated financial statements.

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(a)    Description of Business

        FirstCity Financial Corporation (the "Company" or "FirstCity") is a financial services company with offices in the United States and Mexico, and a presence in France, Germany, Brazil, Argentina and Chile. The Company began operating in the financial services business in 1986 as an acquirer of distressed assets from the Federal Deposit Insurance Corporation and the Resolution Trust Corporation. From its original office in Waco, Texas, with a staff of four professionals, the Company's asset acquisition and resolution business expanded to become a significant participant in an industry fueled by challenges experienced in the financial services sector throughout the world. FirstCity became a publicly-held institution in July 1995 by the merger of J-Hawk Corporation and First City Bancorporation of Texas, Inc. (the "Merger").

        At December 31, 2008, the Company was engaged in two major business segments—Portfolio Asset Acquisition and Resolution and Special Situations Platform. The Portfolio Asset Acquisition and Resolution business has been the Company's core business operation since commencing operations in 1986. In the Portfolio Asset Acquisition and Resolution business, the Company acquires portfolios of performing and non-performing commercial and consumer loans and other assets (collectively, "Portfolio Assets" or "Portfolios"), generally at a discount to their legal principal balances or appraised values, and services and resolves such Portfolio Assets in an effort to maximize the present value of the ultimate cash recoveries. FirstCity acquires the Portfolio Assets for its own account or through investment entities formed with one or more other co-investors (each such entity, an "Acquisition Partnership"). The Company engages in its Special Situations Platform business through its majority ownership interest in FirstCity Denver Investment Corp. ("FirstCity Denver")—which was formed in April 2007. Through its Special Situations Platform, the Company provides investment capital to privately-held middle-market companies through flexible capital structuring arrangements to generate an attractive risk-adjusted return. These capital investments primarily take the form of senior and junior financing arrangements, but also include direct equity investments, common equity warrants, distressed debt transactions, and buyouts. Refer to Note 8 for additional information on the Company's major business segments.

(b)    Use of Estimates

        The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates that are particularly susceptible to significant change in the near-term relate to the estimation of future collections on Portfolio Assets used in the calculation of income from Portfolio Assets; valuation of the deferred tax asset and assumptions used in the calculation of income taxes; valuation of servicing assets, investment securities, loans receivable (including loans receivable held in securitization trusts), and real estate; guarantee obligations; indemnifications; and legal contingencies. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile financial, real estate and foreign currency markets, and declines in business and consumer spending have combined to

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1. Summary of Significant Accounting Policies (Continued)

increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

(c)    Basis of Presentation and Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of FirstCity, its wholly-owned and majority-owned subsidiaries, and certain variable interest entities (collectively, "FirstCity" or "the Company"). All significant intercompany transactions and balances have been eliminated in consolidation. Certain amounts in prior-year financial statements have been reclassified to conform to the current year presentation. These reclassifications are not significant and have no impact on net income (loss), total assets or stockholders' equity.

        In accordance with Financial Accounting Standards Board ("FASB") Interpretation No. 46(R), Consolidation of Variable Interest Entities ("FIN 46R"), the Company consolidates any variable interest entities ("VIE") of which it is the primary beneficiary. In general, a VIE is an entity (1) that has total equity at risk that is not sufficient to finance its principal activities without additional subordinated financial support from other entities; (2) where the group of equity owners does not have the ability to make significant decisions about the entity's activities; (3) where the group of equity owners does not have the obligation to absorb losses or the right to receive residual returns generated by its operations, or both; or (4) where the voting rights of some investors are not proportional to their obligations to absorb the losses or the right to receive residual returns of the entity, or both, and substantially all of the entity's activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. If any of these characteristics is present, the entity is subject to a variable interests consolidation analysis, and consolidation is based on variable interests, and not solely on ownership of the entity's outstanding voting stock. Variable interests are generally defined as contractual, ownership or other economic interests in an entity that change with fluctuations in the entity's net asset value. The primary beneficiary consolidates the VIE; the primary beneficiary is the enterprise that absorbs a majority of expected losses or receives a majority of residual returns (if the losses or returns occur), or both. The Company also consolidates entities not deemed to be VIEs in which it holds, directly or indirectly, more than 50% of the voting interests or where it exercises control in accordance with ARB No. 51, Consolidated Financial Statements. Refer to Note 14 for further information regarding the Company's investments in VIEs.

        The Company does not consolidate equity investments in 20% to 50% owned entities that are not VIEs where the Company owns less than a majority (controlling) interest, or equity investments in 20% to 50% owned entities that are VIEs where the Company is not the primary beneficiary. Rather, such investments are accounted for under the equity method of accounting since the Company has the ability to exercise significant influence over the investees' operating and financial policies. The following

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1. Summary of Significant Accounting Policies (Continued)

is a schedule of the 20% to 50% owned equity investments held and accounted for under the equity method of accounting at December 31, 2008:

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1. Summary of Significant Accounting Policies (Continued)

        Non-consolidated equity investments in less than 20% owned affiliates are also accounted for under the equity method of accounting. FirstCity has the ability to exercise significant influence over the operating and financial policies of these entities, despite its comparatively smaller ownership percentage, due primarily to its active participation in the policy-making process as well as its involvement in the daily management activities. These entities are formed to share in the risks and rewards in developing new markets as well as to pool resources. The following is a schedule of the less than 20% owned equity investments held and accounted for under the equity method of accounting at December 31, 2008:

        Equity earnings in the Company's unconsolidated foreign equity investments, with the exception of MCS et Associes, SA and HMCS Investment GmbH, are recorded on a one-month delay due to the timing of FirstCity's receipt of those financial statements.

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1. Summary of Significant Accounting Policies (Continued)

        The Company has loans receivable from certain Acquisition Partnerships—see Note 5. In situations where the Company is not required to advance additional funds to the Acquisition Partnership and previous losses have reduced the equity investment to zero, the Company continues to report its share of equity method losses in its consolidated statements of operations to the extent of and as an adjustment to the adjusted basis of the related loan receivable in compliance with EITF 98-13, Accounting by an Equity Method Investor for Investee Losses When the Investor Has Loans to and Investments in Other Securities of the Investee ("EITF 98-13").

(d)    Cash and Cash Equivalents

        For purposes of the consolidated statements of cash flows, the Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company maintains cash balances in various depository institutions that periodically exceed federally insured limits. Management periodically evaluates the creditworthiness of such institutions.

(e)    Restricted Cash

        Restricted cash includes monies due on loan-related remittances received by the Company and due to third parties.

(f)    Portfolio Assets

        The Company invests in performing and non-performing commercial and consumer loans, real estate and certain other assets ("Portfolio Assets" or "Portfolios"), and services and resolves such Portfolio Assets in an effort to maximize the present value of the ultimate cash recoveries. The Portfolio Assets are generally non-homogeneous assets, including loans of varying qualities that are secured by diverse collateral types and real estate. Some Portfolio Assets are loans for which resolution is tied primarily to the real estate securing the loan, while others may be collateralized business loans, the resolution of which may be based on the cash flows of the business or the underlying collateral.

        On January 1, 2005, FirstCity adopted and began accounting for its acquisitions of loan portfolios with credit deterioration in accordance with the provisions of AICPA Statement of Position 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer ("SOP 03-3"). SOP 03-3 addresses accounting differences between contractual cash flows and cash flows expected to be collected from an investor's initial investment in acquired loans if those differences are attributable, at least in part, to credit quality. SOP 03-3 requires acquired loans with credit deterioration to be initially recorded at fair value and prohibits "carrying over" or the creation of valuation allowances in the initial accounting of acquired loans that are within the scope of SOP 03-3. Under SOP 03-3, the excess cash flows expected at acquisition over the loan portfolio's purchase price is recorded as interest income over the life of the portfolio.

        For Portfolio Assets comprised of loan pools acquired prior to January 1, 2005, the Company designated such Portfolios as non-performing or performing. The designations were made on the acquisition date of the Portfolio and do not subsequently change even though the actual performance

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December 31, 2008, 2007 and 2006

1. Summary of Significant Accounting Policies (Continued)

of the underlying loans may change. The following is a description of the classifications and related accounting policies for the Company's various classes of Portfolio Assets:

Loans Acquired Prior to 2005

        For Portfolio Assets acquired before January 1, 2005, the Company initially recorded the purchased assets at cost, and acquisition-date purchase discounts and loan loss allowances of the underlying assets were included as components of the cost and carrying value of the Portfolio Assets, as applicable. Income recognition for loans acquired prior to 2005 is based on management's initial designation of the purchased Portfolio Assets as non-performing or performing. Such designations were made on the acquisition date and do not subsequently change even though the actual performance of the Portfolio Assets may subsequently change. The following describes the Company's accounting policies for performing and non-performing Portfolio Assets acquired prior to 2005:

Non-Performing Portfolio Assets Acquired Prior to 2005

        Non-performing Portfolio Assets acquired prior to 2005 consist primarily of distressed loans and loan-related assets (i.e. foreclosed loan collateral). Prior to January 1, 2005, Portfolio Assets were designated as non-performing if a majority of the loans in the Portfolio was significantly under-performing in accordance with the contractual terms of the underlying loan agreements at the date of acquisition. Income on non-performing Portfolio Assets is recognized only to the extent that collections exceed a pro-rata portion of allocated cost from the pool. Cost allocation is based on a proration of actual collections divided by total estimated collections of the pool. Interest income is not recognized separately on non-performing Portfolio Assets. All collection proceeds, of whatever type, are included in the determination of income recognition for these Portfolio Assets. The Company accounts for these non-performing Portfolio Assets on a pool basis.

Performing Portfolio Assets Acquired Prior to 2005

        Performing Portfolio Assets acquired prior to 2005 consist primarily of Portfolios of consumer and commercial loans acquired at a discount from the aggregate contractual amounts of the borrowers' obligations. Portfolio Assets were designated by management as performing if substantially all of the loans in the Portfolio were being paid in accordance with the contractual terms of the underlying loan agreements at the date of acquisition. Performing Portfolio Assets are carried at the unpaid principal balance of the underlying loans, net of unamortized acquisition discounts and allowance for loan losses. Income on Portfolio Assets is recognized using the interest method, based on the Portfolio's internal rate of return ("IRR"), and acquisition discounts for the Portfolios as a whole are accreted as an adjustment to yield over the estimated life of the respective Portfolios. Income on performing Portfolio Assets is accrued monthly based on each loan pool's effective IRR. Significant increases in expected future cash flows may be recognized prospectively through an upward adjustment of the IRR over a portfolio's remaining life. Any increase to the IRR then becomes the new benchmark for impairment testing. Cash flows greater than the interest accrual will reduce the carrying value of the pool. Likewise, cash flows that are less than the accrual will increase the carrying balance. The IRR is estimated based on the timing and amount of anticipated cash flows using the Company's proprietary collection model. Gains are recognized on performing Portfolio Assets when sufficient funds are received to fully satisfy

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1. Summary of Significant Accounting Policies (Continued)

the obligation on loans included in the pool, either from collections received from the borrower or proceeds received from the sale of the loan. The gain recognized represents the difference between the proceeds received and the allocated carrying value of the individual loan in the pool. The Company accounts for these performing Portfolio Assets on a pool basis.

Impairment of Loans Acquired Prior to 2005

        The Company evaluates and measures impairment for these performing and non-performing Portfolio Assets on a pool basis at least quarterly. Management's estimate of IRR as of January 1, 2005 is the basis for subsequent impairment testing for these Portfolio Assets acquired prior to 2005. If it is probable that a pool's cash flows estimated at acquisition plus any expected cash flow changes arising from changes in estimates after acquisition will not be collected, the carrying value of the pool will be reduced by establishing an allowance through provisions charged to operations to maintain the then-current IRR.

        A pool can become fully amortized (zero-basis carrying value on the balance sheet) while still generating cash collections. In this case, all cash collections are recognized as income when received. Additionally, the Company uses the cost-recovery method when timing and amount of collections on a particular pool of accounts cannot be reasonably predicted. Under the cost recovery method, no income is recognized until the Company has fully collected the cost of the portfolio, or until such time that the Company considers the collections to be probable and estimable and begins to recognize income based on the interest method as described above.

Loans Acquired After 2004

        A substantial portion of the Company's loans acquired after 2004 have experienced deterioration of credit quality between origination and the Company's acquisition of the accounts. The amounts paid for the loans reflect the Company's determination the loans have experienced deterioration in credit quality since origination and that it is probable the Company will be unable to collect all amounts due according to the contractual terms of the underlying loans. At acquisition, the Company reviews the loan portfolio both by account and aggregate pool to determine whether there is evidence of deterioration of credit quality since origination and if it is probable that the Company will be unable to collect all amounts due according to the account's contractual terms. The following describes the Company's accounting policies for non-performing and performing loan portfolios acquired after 2004.

Loans With Credit Deterioration Acquired After 2004

        Commencing January 1, 2005, FirstCity adopted and began accounting for its acquisitions of loan portfolios with credit deterioration in accordance with the provisions of SOP 03-3. As permitted by SOP 03-3, the Company generally establishes static pools for purchased loan accounts that have common risk characteristics (primarily loan type and collateral). Each static pool is accounted for as a single unit for the recognition of income, principal payments and loss provision. Once a static pool is established, individual accounts are generally not added to or removed from the pool (unless the Company sells, forecloses or writes-off the loan). At acquisition, FirstCity determines the excess of the loan pool's scheduled contractual payments over all cash flows expected to be collected as an amount that should not be accreted ("nonaccretable difference"). The excess of the portfolio's cash flows

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expected to be collected at acquisition over the initial investment in the portfolio ("accretable yield") is generally accreted into interest income over the remaining life of the portfolio. The discount (i.e. the difference between the cost of each static pool and the related aggregate contractual receivable balance) is not recorded because the Company does not expect to fully collect each static pool's contractual receivable balance. As a result, loan portfolios are generally recorded at cost (which approximates fair value) at the time of acquisition.

        In accordance with SOP 03-3, the Company accounts for its investments in SOP 03-3 loan portfolios using either the interest method or the cost-recovery method. Application of the interest method is dependent on management's ability to develop a reasonable expectation as to both the timing and amount of cash flows expected to be collected. In the event the Company cannot develop or establish a reasonable expectation as to both the timing and amount of cash flows expected to be collected, SOP 03-3 permits the use of the cost-recovery method.

        Under the interest method, an effective interest rate, or internal rate of return ("IRR"), is applied to the cost basis of the pool. SOP 03-3 requires that the excess of the contractual cash flows over expected cash flows not be recognized as an adjustment of income or expense or on the balance sheet. SOP 03-3 initially freezes the IRR that is estimated when the loan accounts are purchased as the basis for subsequent impairment testing (performed at least quarterly). Significant increases in actual, or expected future cash flows, is used first to reverse any existing valuation allowance for that loan pool; and any remaining increase may be recognized prospectively through an upward adjustment of the IRR over the portfolio's remaining life. Any increase to the IRR then becomes the new benchmark for impairment testing and income recognition. Under SOP 03-3, subsequent decreases in projected cash flows do not change the IRR, but are recognized as an impairment of the cost basis of the pool (to maintain the then-current IRR), and are reflected in the consolidated statements of operations through provisions charged to operations, with a corresponding valuation allowance off-setting the loan portfolio in the consolidated balance sheets. FirstCity establishes valuation allowances for loan portfolios acquired with credit deterioration to reflect only those losses incurred after acquisition—that is, the cash flows expected at acquisition that are not expected to be collected. Income from loan portfolios accounted for under the interest method is accrued based on each pool's IRR applied to each pool's adjusted cost basis. Gross collections in excess of the interest accrual and impairments will reduce the carrying value of the static pool, while gross collections less than the interest accrual will increase the carrying value. The IRR is estimated based on the timing and amount of anticipated cash flows using the Company's proprietary collection models. A pool can become fully amortized (zero-basis carrying balance on the balance sheet) while still generating cash collections. In this case, cash collections are recognized as income when received.

        If the amount and timing of future cash collections on a loan pool are not reasonably estimable, the Company accounts for such portfolios on the cost-recovery method. Under the cost-recovery method, no income is recognized until the Company has fully collected the cost of the portfolio, or until such time the Company considers the timing and amount of collections to be reasonably estimable and begins to recognize income based on the interest method as described above. At least quarterly, the Company performs an evaluation to determine if the remaining amount that is probable of collection is less than the portfolio's carrying value, and if so, recognizes impairment through provisions charged to operations. At December 31, 2008 and 2007, the carrying value of SOP 03-3 loan pools

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accounted for under the cost-recovery method approximated $20.7 million and $1.4 million, respectively.

Loans Without Credit Deterioration Acquired After 2004

        Loans acquired without evidence of credit deterioration at acquisition for which FirstCity has the positive intent and ability to hold for the foreseeable future are classified as held for investment and reported at their unpaid principal balance net of unamortized purchase discounts or premiums. Differences between the initial investment and the related loan's principal amount at the purchase date are recognized as an adjustment of interest income over the life of the loan. Income on the loans is recognized under the interest method. Interest accrual generally ceases when payments become 90 days contractually past due. A loan is impaired when based on current information and events it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. When a loan is determined to be impaired, management establishes an allowance for loan losses through a provision charged to operations. At least quarterly, management evaluates the need for an allowance on an individual-loan basis by considering information about specific borrower situations, estimated collateral values, general economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged-off. Loans are written-off against the allowance when all possible means of collection have been exhausted and the potential for recovery is considered remote.

Real Estate

        Real estate Portfolio Assets consist of real estate properties purchased from a variety of sellers or acquired through loan foreclosure. Rental income, net of expenses, is generally recognized when received. The Company accounts for its real estate properties on an individual-asset basis as opposed to a pool basis. The following is a description of the classifications and related accounting policies for the Company's various classes of real estate Portfolio Assets:

Classification and Impairment Evaluation

        Real estate held for sale primarily includes real estate acquired through loan foreclosure. The Company classifies a property as held for sale if (1) management commits to a plan to sell the property; (2) the Company actively markets the property in its current condition for a price that is reasonable in comparison to its fair value; and (3) management considers the sale of such property within one year of the balance sheet date to be probable. Real estate held for sale is stated at the lower of cost or fair value less estimated disposition costs. Real estate is not depreciated while it is classified as held for sale. Impairment losses are recorded if a property's fair value less estimated disposition costs is less than its carrying amount, and charged to operations in the period the impairment is identified.

        Real estate held for investment generally includes acquired properties and is carried at cost less depreciation and amortization, as applicable. The Company classifies a property as held for investment if the property is still under development and/or management does not expect the property to be sold within one year of the balance sheet date. The Company periodically reviews its property held for investment for impairment whenever events or changes in circumstances indicate the carrying amount

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of the asset may not be recoverable. Recoverability of property held for investment is measured by comparison of the carrying amount of the asset to future net undiscounted cash flows expected to be generated by the property. If the property is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property exceeds the fair value of the property. Fair value is determined by discounted cash flows or market comparisons.

Cost Capitalization and Allocation

        Real estate properties acquired through, or in lieu of, loan foreclosure are initially recorded at the lower of cost (i.e. the underlying loan's carrying value) or estimated fair value less disposition costs at the date of foreclosure—establishing a new cost basis. The amount, if any, by which the carrying value of the underlying loan exceeds the property's fair value less estimated disposition costs at the foreclosure date is charged as a loss against operations. Expenditures for repairs, maintenance, and other holding costs are charged to operations as incurred.

        Real estate properties acquired through a purchase transaction are initially recorded at the cost of the acquisition. The cost of acquired property includes the purchase price of the property, legal fees, and certain other acquisition costs. Subsequent to acquisition, the Company capitalizes capital improvements and expenditures related to significant betterments and replacements, including costs related to the development and improvement of the property for its intended use. Expenditures for repairs, maintenance, and other holding costs are charged to operations as incurred.

        When acquiring real estate with an existing building through a purchase transaction, the Company generally allocates the purchase price between land, land improvements, building, tenant improvements, and intangible assets related to in-place leases based on their relative fair values in accordance with Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations ("SFAS 141") and SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). The fair values of acquired land and buildings are generally determined based on an estimated discounted future cash flow model with lease-up assumptions as if the building was vacant upon acquisition, third-party valuations, and other relevant data. The fair value of in-place leases includes the value of net lease intangibles for above- and below-market rents and tenant origination costs, determined on a lease-by-lease basis. Amounts allocated to building and improvements are depreciated over their estimated remaining lives. Amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles are amortized over the remaining life of the underlying leases. At December 31, 2008 and 2007, accumulated depreciation and amortization was not significant.

Disposition of Real Estate

        Gains on disposition of real estate are recognized upon sale of the underlying property in accordance with SFAS No. 66, Accounting for Sales of Real Estate. We evaluate real estate transactions to determine if it qualifies for gain recognition under the full accrual method. If the transaction does not meet the criteria for the full accrual method of profit recognition based on our assessment, we account for the sale based on an appropriate deferral method determined by the nature and extent of the buyer's investment and our continuing involvement.

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(g)    Loans Receivable

        Loans receivable consist of loans made to affiliated entities (including Acquisition Partnerships) and non-affiliated entities, and purchased and originated U.S. Small Business Administration ("SBA") loans. The repayment of the loans is generally dependent upon future cash flows of the borrowers, future cash flows of the underlying collateral, and distributions made from affiliated entities. Interest is accrued when earned in accordance with the contractual terms of the loans. Loan origination fees and costs, as well as purchase premiums and discounts, are amortized as level-yield adjustments over the respective loan terms. Unamortized net fees, premiums or discounts are recognized upon early repayment or sale of the loans.

        The Company evaluates loans receivable for impairment on an individual-loan basis at least quarterly by reviewing the collectibility of the loans in light of various factors, as applicable, such as estimated future cash receipts of the borrower or underlying collateral, historical experience, estimated value of underlying collateral, prevailing economic conditions, and industry concentrations. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. A loan is considered impaired if it is probable that the Company will not ultimately collect all principal or interest amounts contractually due. Loans that experience insignificant payment shortfalls generally are not classified as impaired. When a loan is determined to be impaired, the Company generally ceases to accrue interest on the note and unpaid interest is reversed against interest income. When ultimate collectibility of the impaired note is in doubt, all collections are generally applied to reduce the principal amount of such notes until the principal has been recovered, and collections thereafter are recognized as interest income. Impairment losses are charged against an allowance account through provisions charged to operations in the period impairment is identified. Loans are written-off against the allowance when all possible means of collection have been exhausted and the potential for recovery is considered remote.

(h)    Investment Security Available-for-Sale

        The Company has an investment security that consists of a purchased beneficial interest attributable to loans sold through a securitization transaction. In accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities ("SFAS 115"), the investment is classified as available-for-sale and, accordingly, measured at fair value on the consolidated balance sheet, with unrealized gains and losses included in "Accumulated other comprehensive income." Fair value of the purchased residual interest is estimated based on the present value of expected collections on the underlying receivables using an internal valuation model, incorporating market-based assumptions when such information is available. Additional information on the fair value measurement is included in Note 17.

        The Company accounts for the purchased beneficial interest in accordance with Emerging Issues Task Force ("EITF") Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests that Continue to Be Held by a Transferor in Securitized Financial Assets, as amended, ("EITF 99-20"). The excess of all cash flows attributable to the beneficial interest estimated at the acquisition date over the initial investment amount (i.e. the accretable yield) is recognized as interest income over the life of the beneficial interest using the interest method. The Company continues to estimate the projected cash flows over the life of the beneficial interest for the

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purposes of both recognizing interest income and evaluating impairment. Other-than-temporary impairment would be recognized in the period in which the fair value of the beneficial interest has declined below the previous carrying amount and an adverse change in the timing and/or amount of estimated cash flows has occurred. To the extent that there is not an adverse change in expected cash flows related to the beneficial interest, but the fair value of such beneficial interest has declined below its previous carrying amount, the Company would qualitatively assess the investment for other-than-temporary impairment pursuant to SFAS 115.

(i)    Property and Equipment

        Property and equipment are carried at cost less accumulated depreciation, and reported in "Other assets" in the consolidated balance sheets. Property and equipment are depreciated over their estimated useful lives using the straight-line method of depreciation. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the improvements (or the terms of the underlying leases, if shorter). Generally, buildings and building improvements are depreciated over 25 to 30 years; office equipment is depreciated over 3 to 10 years; depreciable rail property is depreciated over 25 years; machinery and equipment are depreciated over 10 to 15 years; and leasehold improvements are amortized over 4 to 10 years. Maintenance and repairs are charged to expense in the period incurred. Expenditures for improvements and significant betterments that increase productive capacity or extend useful life are capitalized and depreciated over the useful lives of such assets. When property or equipment is sold or retired, the cost and related accumulated depreciation are removed from the consolidated balance sheet and any gain or loss is included in income.

(j)    Servicing Assets and Revenue Recognition on Service Fees

        The Company generally services Portfolio Assets acquired through its investment with an Acquisition Partnership. The Company does not recognize capitalized servicing rights related to its Portfolio Assets owned by the Acquisition Partnerships because (1) servicing is not contractually separated from the underlying assets by sale or securitization of the assets with servicing retained or separate purchase or assumption of the servicing; (2) consideration is not exchanged between the Company and the Acquisition Partnerships for the servicing rights of the acquired Portfolio Assets; (3) the Company has ownership interests in the Acquisition Partnerships that own the Portfolio Assets it services; and (4) the Company does not have the risks and rewards of ownership of servicing rights. The Company services, in all material respects, the Portfolio Assets owned for its own account, the Portfolio Assets owned by the Acquisition Partnerships and, to a very limited extent, certain Portfolio Assets owned by third parties. In connection with the Acquisition Partnerships in the United States, the Company generally earns a servicing fee, which is a percentage of gross cash collections generated rather than a management fee based on the Face Value of the asset being serviced. The rate of servicing fee charged is generally a function of the average Face Value of the assets within each pool being serviced (the larger the average Face Value of the assets in a Portfolio, the lower the fee percentage within the prescribed range), the type of assets and the level of servicing required on each asset. For the Mexican Acquisition Partnerships, the Company earns a servicing fee based on costs of servicing plus a profit margin. The Acquisition Partnerships in Europe and South America are serviced

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by various entities in which the Company maintains an equity interest. In all cases, service fees are recognized as they are earned in accordance with the servicing agreements.

        In connection with the Company's SBA lending activities, the Company recognizes servicing assets in a purchase or through the sale of originated or purchased loans when servicing rights are retained. The Company generally recognizes and measures at fair value purchased servicing rights and servicing rights retained obtained from the sale of SBA loans previously originated or purchased. The Company subsequently measures the servicing assets by using the amortization method, which amortizes servicing assets in proportion to, and over the period of, estimated net servicing income. The amortization of the servicing assets is analyzed periodically and is adjusted to reflect changes in prepayment rates and other estimates. See Note 18 for more information on servicing rights related to SBA loans.

(k)    Revenue Recognition on Contingent Fees

        The Company has certain servicing contracts with its Mexican investment entities whereby the Company is entitled to additional compensation for servicing once a specified return to the investors has been achieved. The Company recognizes revenue related to these contracts when the investors receive the required level of returns specified in the contracts and the Mexican investment entity receives cash in an amount greater than the required returns. There is no guarantee that the required level of returns to the investors will be achieved or that any additional compensation to the Company related to the contracts will be realized. The amount of these fees recognized by the Company was $2.2 million in 2006—which included $1.9 million for incentive service fees resulting from the sale of certain equity investments in Mexico (which generated a large cash flow receipt by the investment entities). The Mexican investment entities record an accrued expense for these contingent fees provided that these fees are probable and reasonably estimable.

(l)    Accumulated Other Comprehensive Income

        SFAS No. 130, Reporting Comprehensive Income ("SFAS 130"), established standards for reporting and displaying comprehensive income (loss) and its components in a financial statement that is displayed with the same prominence as other financial statements. SFAS 130 also requires the accumulated balance of other comprehensive income (loss) to be displayed separately in the equity section of the consolidated balance sheet. The Company's other comprehensive income (loss) consists of foreign currency transactions and an unrealized gain on an available-for-sale investment security.

(m)    Translation Adjustments

        The Company has determined that the local currency is the functional currency for its operations outside the United States (primarily Europe and Latin America). Assets and liabilities denominated in foreign functional currencies are translated at the exchange rate as of the balance sheet date. Translation adjustments are recorded as a separate component of stockholders' equity in accumulated other comprehensive income (loss). Revenues, costs and expenses denominated in foreign currencies

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are translated at the weighted average exchange rate for the period. An analysis of the changes in the cumulative adjustments during 2008, 2007 and 2006 follows (dollars in thousands):

        Increases or decreases in expected functional currency cash flows upon settlement of a foreign currency transaction are recorded as foreign currency transaction gains or losses and included in the results of operations in the period in which the transaction is settled. Aggregate foreign currency transaction gains included in the consolidated statements of operations for 2008, 2007 and 2006 were $46,000, $984,000 and $935,000, respectively.

        The net foreign currency translation gain (loss) included in accumulated other comprehensive income relating to the Euro-denominated debt was $2,629,000 for 2008, ($2,365,000) for 2007 and ($2,509,000) for 2006.

(n)    Income Taxes

        The Company files a consolidated federal income tax return with its 80% or greater owned subsidiaries. The Company records all of the allocated federal income tax provision of the consolidated group in the parent corporation.

        Income taxes are accounted for under the asset and liability method in accordance with SFAS No. 109, Accounting for Income Taxes ("SFAS 109"). Deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates, if any, would be recognized in earnings in the period that includes the enactment date. SFAS 109 requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically by the Company based on the SFAS 109 more-likely-than-not realization threshold criterion. In the assessment, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other factors, the nature,

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frequency and severity of current and cumulative losses, forecasts of future profitability, excess of appreciated asset value over the tax basis of net assets, the duration of statutory carryforward periods, the Company's experience with utilizing available operating loss and tax credit carryforwards, and tax planning strategies. In making such assessments, significant weight is given to evidence that can be objectively verified.

        Beginning with the adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109 ("FIN 48") as of January 1, 2007, the Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Prior to the adoption of FIN 48, the Company generally recognized the effect of income tax positions only if such positions were probable of being sustained.

(o)    Net Earnings Per Common Share

        Basic net earnings per common share calculations are based upon the weighted average number of common shares outstanding. Potentially dilutive common share equivalents include warrants and employee stock options in the diluted loss per common share calculations.

        Basic and diluted earnings from continuing operations per share were determined as follows:

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(p)    Long-Lived Assets

        The Company assesses the impairment of long-lived assets and certain identifiable intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future net undiscounted cash flows expected to be generated by the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value of the asset exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market prices and third-party independent appraisals, as considered necessary.

(q) Stock-Based Compensation

        Effective January 1, 2006, FirstCity adopted SFAS No. 123 (revised 2004), Share-Based Payment ("SFAS 123R"). SFAS 123R requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the fair value of the award. The Company adopted SFAS 123R using the modified prospective method of application. Accordingly, during 2006, the Company recorded stock-based compensation expense for awards granted prior to, but not yet vested at January 1, 2006, as if the fair value method required for pro forma disclosure under SFAS No. 123, Accounting for Stock-Based Compensation, were in effect for expense recognition purposes, adjusted for estimated forfeitures. For these awards, the Company recognized compensation expense using the straight-line amortization method. For stock-based awards granted after January 1, 2006, the Company uses the Black-Scholes option-pricing model to recognize compensation expense based on the estimated grant date fair value method using a straight-line amortization method. As SFAS 123R requires that stock-based compensation expense be based on awards that are ultimately expected to vest, the Company's stock-based compensation is generally reduced for estimated forfeitures. When estimating forfeitures, FirstCity considers voluntary termination behaviors as well as trends of actual option forfeitures.

(r) Fair Value Measurements

        On January 1, 2008, the Company adopted the provisions SFAS No. 157, Fair Value Measurements ("SFAS 157"), for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 also establishes a framework for measuring fair value and expands disclosures about fair value measurements (refer to Note 17). FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157 ("FSP FAS 157-2"), delays the effective date of SFAS 157 until fiscal years beginning after November 15, 2008 for all non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. In accordance with FSP FAS 157-2, the Company has not applied the provisions of SFAS 157 to the following assets and liabilities that have been recognized or disclosed at fair value for the year ended December 31, 2008: (1) initial measurement of intangible assets acquired in business combinations during 2008 (Notes 3 and 4); and (2) measurement of non-financial Portfolio Assets (i.e. real estate)

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upon recognition of impairment charges during 2008 (Note 17). On January 1, 2009, the Company will be required to apply the provisions of SFAS 157 to fair value measurements of non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The Company is in the process of evaluating the impact, if any, of applying these provisions on its financial position and results of operations.

        In October 2008, the FASB issued FASB Staff Position FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active ("FSP FAS 157-3"), which was effective immediately. FSP FAS 157-3 clarifies the application of SFAS 157 in cases where the market for a financial instrument is not active and provides an example to illustrate key considerations in determining fair value in those circumstances. The Company has applied the guidance provided by FSP FAS 157-3 in its determination of estimated fair values during 2008.

(s) Recently Issued Accounting Standards

        In April 2008, the FASB issued FASB Staff Position FAS 142-3, Determination of the Useful Life of Intangible Assets ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of adopting FSP FAS 142-3, but does not expect the adoption of the provisions of FSP FAS 142-3 to have a material effect on the Company's financial condition and results of operations.

        In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS 161"), an amendment to SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 161 requires enhanced disclosures about derivative instruments and hedged items that are accounted for under SFAS No. 133 and related interpretations. SFAS 161 will be effective for the Company's interim and annual financial statements for periods beginning after November 15, 2008, with early adoption permitted. SFAS 161 expands the disclosure requirements for derivatives and hedged items and has no impact on the Company's accounting for any such instruments. The Company is currently evaluating the impact of adopting SFAS 161, but does not expect the adoption of the provisions of SFAS 161 to have a material effect on the Company's financial condition and results of operations.

        In December 2007, the FASB issued SFAS No. 141(R), Business Combinations ("SFAS 141R"). SFAS 141R establishes principle and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination, recognizing assets acquired and liabilities assumed arising from contingencies, and determining what information to disclose to enable user of the financial statements to evaluate the nature and financial impact of the business combination. SFAS 141R is effective for fiscal years beginning after December 15, 2008. Accordingly, the Company will apply the provisions for business combinations completed after December 31, 2008. The Company expects SFAS 141R will have an impact on its consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions that the Company consummates after the effective date.

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        In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB 51 ("SFAS 160"), which defines non-controlling interest as the portion of equity in a subsidiary not attributable, directly or indirectly, to the parent. SFAS 160 requires the ownership interests in subsidiaries held by parties other than the parent (previously referred to as minority interest) to be clearly presented in the consolidated balance sheet within equity, but separate from the parent's equity. The amount of consolidated net income attributable to the parent and to any non-controlling interest must be clearly presented on the face of the consolidated statement of operations. Changes in the parent's ownership interest while the parent retains its controlling financial interest (greater than 50 percent ownership) are to be accounted for as equity transactions with no remeasurement to fair value. Upon a loss of control, any gain or loss on the interest sold will be recognized in earnings. Additionally, any ownership interest retained will be re-measured at fair value on the date control is lost, with any gain or loss recognized in earnings. SFAS 160 is effective for fiscal years beginning after December 15, 2008. Accordingly, the Company will adopt the provisions of SFAS 160 in the first quarter of 2009. The Company does not expect the adoption of the provisions of SFAS 160 to have a material effect on the Company's financial condition and results of operations.

        In February 2007, the FASB issued SFAS No.159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 ("SFAS 159"). SFAS 159 provides entities an opportunity to choose to measure eligible items at fair value at specified election dates. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. The fair value option (i) may be applied instrument by instrument, with certain exceptions, (ii) is irrevocable (unless a new election date occurs) and (iii) is applied only to entire instruments and not to portions of instruments. Adoption of SFAS 159 is optional and, if adopted, would be effective for the Company's 2008 fiscal year. The Company elected not to adopt SFAS 159 and, as a result, SFAS 159 did not impact the Company's financial condition or results of operations.

(t) Recently Adopted Accounting Standards