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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended July 31, 2002

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 0-26686

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First Investors Financial Services Group, Inc.(Exact Name of Registrant as Specified in its Charter)

Texas(State or Other Jurisdiction
of Incorporation or Organization)

76-0465087(I.R.S. Employer Identification No.)675 Bering Drive, Suite 710
Houston, Texas(Address of Principal Executive Offices)

77057(Zip Code)


(713) 977-2600(Registrant's Telephone Number, Including Area Code)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class

Shares Outstanding At
August 30, 2002Common Stock-$.001 Par Value

5,026,269


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FIRST INVESTORS FINANCIAL SERVICES GROUP, INC.
AND SUBSIDIARIES

FORM 10-Q

JULY 31, 2002

TABLE OF CONTENTS



|               |  |                       |  |                                                                                                                 
|-------------- |  | --------------------- |  | ----------------------------------------------------------------------------------------------------------------
|Part I         |  | Financial Information
|               |  | Item 1.               |  | Financial Statements                                                                                            
|               |  |                       |  | Consolidated Balance Sheets as of April 30, 2002 and July 31, 2002                                              
|               |  |                       |  | Consolidated Statements of Operations for the Three Months Months Ended July 31, 2001 and 2002                  
|               |  |                       |  | Consolidated Statement of Shareholders' Equity and Comprehensive Income for the Three Months Ended July 31, 2002
|               |  |                       |  | Consolidated Statements of Cash Flows for the Three Months Ended July 31, 2001 and 2002                         
|               |  |                       |  | Notes to Unaudited Consolidated Financial Statements                                                            
|               |  | Item 2.               |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                           
|               |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                                                      
|Part II        |  | Other Information    
|               |  | Item 6.               |  | Exhibits and Reports On Form 8-K                                                                                
|Signatures     |  |                       |  |                                                                                                                 
|Certifications |  |                       |  |                                                                                                                 

2

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FIRST INVESTORS FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETSAPRIL 30, 2002 AND JULY 31, 2002

|                                                                                                        |                                                                                                                                                                           | April 30,
2002             |             | July 31,
2002 |            
|------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ----------- | ------------- | -----------
|
|ASSETS                                                                                                  |                                                                                                                                                                           |                            |             |               |            
|Receivables Held for Investment, net                                                                    |                                                                                                                                                                           | $                          | 215,658,981 |               | $          
|Receivables Acquired for Investment, net                                                                |                                                                                                                                                                           |                            | 9,019,906   |               |            
|Cash and Short-Term Investments, including restricted cash of $23,409,146 and $23,953,775, respectively |                                                                                                                                                                           |                            | 23,994,873  |               |            
|Accrued Interest Receivable                                                                             |                                                                                                                                                                           |                            | 3,309,916   |               |            
|Assets Held for Sale                                                                                    |                                                                                                                                                                           |                            | 1,314,919   |               |            
|Other Assets:                                                                                           |                                                                                                                                                                           |                            |             |               |            
|                                                                                                        | Funds held under reinsurance agreement                                                                                                                                    |                            |             | 3,434,907     |            
|                                                                                                        | Deferred financing costs and other assets, net of accumulated amortization and depreciation of $4,468,636 and $4,642,510, respectively                                    |                            |             | 4,543,743     |            
|                                                                                                        | Current income taxes receivable, net                                                                                                                                      |                            |             | 786,574       |            
|                                                                                                        | Deferred income taxes receivable, net                                                                                                                                     |                            |             | 994,650       |            
|                                                                                                        | Interest rate derivative positions                                                                                                                                        |                            |             | 3,119,200     |            
|                                                                                                        |                                                                                                                                                                           |                            |             |               |            
|                                                                                                        |                                                                                                                                                                           | Total assets               |             | $             | 266,177,669
|                                                                                                        |                                                                                                                                                                           |                            |             |               |            
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                    |                                                                                                                                                                           |                            |             |               |            
|Debt:                                                                                                   |                                                                                                                                                                           |                            |             |               |            
|                                                                                                        | Warehouse credit facilities                                                                                                                                               |                            | $           | 31,213,433    |            
|                                                                                                        | Term Notes                                                                                                                                                                |                            |             | 183,259,784   |            
|                                                                                                        | Acquisition term facility                                                                                                                                                 |                            |             | 3,670,765     |            
|                                                                                                        | Working capital facility                                                                                                                                                  |                            |             | 11,798,520    |            
|                                                                                                        | Other borrowings                                                                                                                                                          |                            |             | 525,000       |            
|Other Liabilities:                                                                                      |                                                                                                                                                                           |                            |             |               |            
|                                                                                                        | Accounts payable and accrued liabilities                                                                                                                                  |                            |             | 2,041,980     |            
|                                                                                                        | Interest rate derivative positions                                                                                                                                        |                            |             | 5,885,940     |            
|                                                                                                        |                                                                                                                                                                           |                            |             |               |            
|                                                                                                        |                                                                                                                                                                           | Total liabilities          |             |               | 238,395,422
|                                                                                                        |                                                                                                                                                                           |                            |             |               |            
|Commitments and Contingencies                                                                           |                                                                                                                                                                           |                            |             |               |            
|Minority Interest                                                                                       |                                                                                                                                                                           |                            | 931,558     |               |            
|Shareholders' Equity:                                                                                   |                                                                                                                                                                           |                            |             |               |            
|                                                                                                        | Common stock, $0.001 par value, 10,000,000 shares authorized, 5,566,669 shares issued; 5,396,669 outstanding at April 30, 2002 and 5,026,269 outstanding at July 31, 2002 |                            |             | 5,567         |            
|                                                                                                        | Additional paid-in capital                                                                                                                                                |                            |             | 18,678,675    |            
|                                                                                                        | Retained earnings                                                                                                                                                         |                            |             | 10,413,333    |            
|                                                                                                        | Accumulated other comprehensive incomeunrealized derivative gains (losses), net of taxes                                                                                 |                            |             | (1,731,886    | )          
|                                                                                                        | Less, treasury stock, at cost, 170,000 and 540,400 shares, respectively                                                                                                   |                            |             | (515,000      | )          
|                                                                                                        |                                                                                                                                                                           |                            |             |               |            
|                                                                                                        |                                                                                                                                                                           | Total shareholders' equity |             |               | 26,850,689 
|                                                                                                        |                                                                                                                                                                           |                            |             |               |            
|Total liabilities and shareholders' equity                                                              |                                                                                                                                                                           | $                          | 266,177,669 |               | $          
|                                                                                                        |                                                                                                                                                                           |                            |             |               |            

The
accompanying notes are an integral part of these consolidated financial statements.

3

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FIRST INVESTORS FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended July 31, 2001 and 2002

(Unaudited)

|                                                               |                                                       | For the Three Months Ended
July 31, |           
|-------------------------------------------------------------- | ----------------------------------------------------- | ----------------------------------- | ----------
|
|Interest Income                                                |                                                       | $                                   | 10,263,225
|Interest Expense                                               |                                                       |                                     | 4,218,029 
|                                                               |                                                       |                                     |           
|                                                               |                                                       | Net interest income                 |           
|Provision for Credit Losses                                    |                                                       |                                     | 1,793,750 
|                                                               |                                                       |                                     |           
|Net Interest Income After Provision for Credit Losses          |                                                       |                                     | 4,251,446 
|                                                               |                                                       |                                     |           
|Other Income:                                                  |                                                       |                                     |           
|                                                               | Late fees and other                                   |                                     |           
|                                                               | Unrealized loss on interest rate derivative positions |                                     |           
|                                                               |                                                       |                                     |           
|                                                               |                                                       | Total other income                  |           
|Operating Expenses:                                            |                                                       |                                     |           
|                                                               | Salaries and benefits                                 |                                     |           
|                                                               | Other interest expense                                |                                     |           
|                                                               | Other                                                 |                                     |           
|                                                               |                                                       |                                     |           
|                                                               |                                                       | Total operating expenses            |           
|                                                               |                                                       |                                     |           
|Income Before Provision for Income Taxes and Minority Interest |                                                       |                                     | 974,696   
|                                                               |                                                       |                                     |           
|Provision (Benefit) for Income Taxes:                          |                                                       |                                     |           
|                                                               | Current                                               |                                     |           
|                                                               | Deferred                                              |                                     |           
|                                                               |                                                       |                                     |           
|                                                               |                                                       | Total provision for income taxes    |           
|Minority Interest                                              |                                                       |                                     | 261,053   
|                                                               |                                                       |                                     |           
|Net Income                                                     |                                                       | $                                   | 453,309   
|                                                               |                                                       |                                     |           
|Basic and Diluted Net Income per Common Share                  |                                                       | $                                   | 0.08      
|                                                               |                                                       |                                     |           

The
accompanying notes are an integral part of these consolidated financial statements.

4

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FIRST INVESTORS FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES        CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND  COMPREHENSIVE INCOME        For the Three Months Ended July 31,
 2002        (Unaudited)

|                                                  |                                                         | Common
Stock |       | Additional
Paid-In
Capital |   | Retained
Earnings |   | Treasury
Stock, at
cost |            | Accumulated
Other
Comprehensive
Income (Loss) |   | Total      |           
|------------------------------------------------- | ------------------------------------------------------- | ------------ | ----- | -------------------------- | - | ----------------- | - | ----------------------- | ---------- | --------------------------------------------- | - | ---------- | ----------
|Balance at April 30, 2002, as previously reported |                                                         | $            | 5,567 |                            | $ | 18,678,675        |   | $                       | 11,397,996 |                                               | $ | (515,000   | )         
|Prior period adjustment                           |                                                         |              |      |                            |   |                  |   |                         | (984,663   | )                                             |   |           |           
|                                                  |                                                         |              |       |                            |   |                   |   |                         |            |                                               |   |            |           
|Balance at April 30, 2002, as restated            |                                                         |              | 5,567 |                            |   | 18,678,675        |   |                         | 10,413,333 |                                               |   | (515,000   | )         
|Comprehensive income:                             |                                                         |              |       |                            |   |                   |   |                         |            |                                               |   |            |           
|                                                  | Net income                                              |              |       |                           |   |                   |  |                         |            | 143,693                                       |   |            |          
|                                                  | Unrealized gains on derivatives, net of taxes of $2,788 |              |       |                           |   |                   |  |                         |            |                                              |   |            |          
|                                                  | Reclassification of earnings, net of taxes of $118,955  |              |       |                           |   |                   |  |                         |            |                                              |   |            |          
|                                                  | Comprehensive income                                    |              |       |                           |   |                   |  |                         |            |                                              |   |            |          
|                                                  | Treasury stock purchases                                |              |       |                           |   |                   |  |                         |            |                                              |   |            | (1,260,865
|                                                  |                                                         |              |       |                            |   |                   |   |                         |            |                                               |   |            |           
|Balance at July 31. 2002                          |                                                         | $            | 5,567 |                            | $ | 18,678,675        |   | $                       | 10,557,026 |                                               | $ | (1,775,865 | )         
|                                                  |                                                         |              |       |                            |   |                   |   |                         |            |                                               |   |            |           

The
accompanying notes are an integral part of these consolidated financial statements.

5

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FIRST INVESTORS FINANCIAL SERVICES GROUP, INC., AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        For the Three Months Ended July 31, 2001 and 2002

|                                                       |                                                                                   | 2001                                      |                                           | 2002        |            
|------------------------------------------------------ | --------------------------------------------------------------------------------- | ----------------------------------------- | ----------------------------------------- | ----------- | -----------
|Cash Flows From Operating Activities:                  |                                                                                   |                                           |                                           |             |            
|                                                       | Net income                                                                        |                                           | $                                         | 453,309     |            
|                                                       | Adjustments to reconcile net income to net cash provided by operating activities |                                           |                                           |             |            
|                                                       |                                                                                   | Depreciation and amortization expense     |                                           |             | 1,248,500  
|                                                       |                                                                                   | Provision for credit losses               |                                           |             | 1,793,750  
|                                                       |                                                                                   | Minority Interest                         |                                           |             | 261,053    
|                                                       | (Increase) decrease in:                                                           |                                           |                                           |             |            
|                                                       |                                                                                   | Accrued interest receivable               |                                           |             | 154,503    
|                                                       |                                                                                   | Restricted cash                           |                                           |             | (667,377   
|                                                       |                                                                                   | Deferred financing costs and other assets |                                           |             | (173,922   
|                                                       |                                                                                   | Funds held under reinsurance agreement    |                                           |             | 66,984     
|                                                       |                                                                                   | Deferred income taxes receivable          |                                           |             |           
|                                                       |                                                                                   | Current income tax receivable             |                                           |             | (70,582    
|                                                       |                                                                                   | Interest rate derivative positions        |                                           |             |           
|                                                       | Increase (decrease) in:                                                           |                                           |                                           |             |            
|                                                       |                                                                                   | Accounts payable and accrued liabilities  |                                           |             | (586,558   
|                                                       |                                                                                   | Deferred income taxes payable             |                                           |             | 328,209    
|                                                       |                                                                                   | Interest rate derivative positions        |                                           |             |           
|                                                       |                                                                                   |                                           |                                           |             |            
|                                                       |                                                                                   |                                           | Net cash provided by operating activities |             |            
|                                                       |                                                                                   |                                           |                                           |             |            
|Cash Flows From Investing Activities:                  |                                                                                   |                                           |                                           |             |            
|                                                       | Purchase of Receivables Held for Investment                                       |                                           |                                           | (19,569,073 | )          
|                                                       | Principal payments from Receivables Held for Investment                           |                                           |                                           | 25,083,145  |            
|                                                       | Principal payments from Receivables Acquired for Investment                       |                                           |                                           | 4,400,140   |            
|                                                       | Payments received on Assets Held for Sale                                         |                                           |                                           | 1,677,513   |            
|                                                       | Purchase of furniture and equipment                                               |                                           |                                           | (263,610    | )          
|                                                       |                                                                                   |                                           |                                           |             |            
|Net cash provided by investing activities              |                                                                                   |                                           | 11,328,115                                |             |            
|                                                       |                                                                                   |                                           |                                           |             |            
|Cash Flows From Financing Activities:                  |                                                                                   |                                           |                                           |             |            
|                                                       | Proceeds from advances on                                                        |                                           |                                           |             |            
|                                                       |                                                                                   | Warehouse credit facilities               |                                           |             | 19,166,370 
|                                                       |                                                                                   | Other borrowings                          |                                           |             |           
|                                                       | Principal payments made on                                                       |                                           |                                           |             |            
|                                                       |                                                                                   | Warehouse credit facilities               |                                           |             | (17,187,498
|                                                       |                                                                                   | Term Notes                                |                                           |             | (13,033,776
|                                                       |                                                                                   | Acquisition term facility                 |                                           |             | (1,930,451 
|                                                       |                                                                                   | Working capital facility                  |                                           |             | (975,000   
|                                                       |                                                                                   | Treasury stock purchased                  |                                           |             |           
|                                                       |                                                                                   |                                           |                                           |             |            
|                                                       |                                                                                   |                                           | Net cash used in financing activities     |             |            
|                                                       |                                                                                   |                                           |                                           |             |            
|Increase in Cash and Short-Term Investments            |                                                                                   |                                           | 175,629                                   |             |            
|Cash and Short-Term Investments at Beginning of Period |                                                                                   |                                           | 1,011,249                                 |             |            
|                                                       |                                                                                   |                                           |                                           |             |            
|Cash and Short-Term Investments at End of Period       |                                                                                   | $                                         | 1,186,878                                 |             | $          
|                                                       |                                                                                   |                                           |                                           |             |            
|Supplemental Disclosures of Cash Flow Information:     |                                                                                   |                                           |                                           |             |            
|                                                       | Cash paid during the period for                                                  |                                           |                                           |             |            
|                                                       |                                                                                   | Interest                                  |                                           | $           | 4,152,592  
|                                                       |                                                                                   | Income taxes                              |                                           |             | 2,706      
|                                                       | Non-cash financing activities                                                    |                                           |                                           |             |            
|                                                       |                                                                                   | Exchange of warrants for financing fees   |                                           | $           | 38,757     

The accompanying notes are an integral part of these consolidated financial statements.

6

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FIRST INVESTORS FINANCIAL SERVICES GROUP, INC. AND SUBSIDIARIES        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS        July 31, 2002

1.    The Company

Organization.First Investors Financial Services Group, Inc. (First Investors) together with its wholly- and
majority-owned subsidiaries (collectively referred to as the Company) is principally involved in the business of acquiring and holding for investment retail installment contracts and promissory notes
secured by new and used automobiles and light trucks (receivables) originated by factory authorized franchised dealers. As of July 31, 2002, approximately 26 percent of Receivables Held
for Investment had been originated in Texas. The Company currently operates in 27 states.

On
October 2, 1998, the Company completed the acquisition of First Investors Servicing Corporation (FISC) formerly known as Auto Lenders Acceptance Corporation. Headquartered in
Atlanta, Georgia, FISC was engaged in essentially the same business as the Company and additionally performs servicing and collection activities on a portfolio of receivables acquired for investment.
As a result of the acquisition, the Company increased the total dollar value on its balance sheet of receivables, acquired an interest in certain Trust Certificates related to the asset
securitizations and acquired certain servicing rights along with furniture, fixtures, equipment and technology to perform the servicing and collection functions for the portfolio of receivables under
management. The Company performs servicing and collection functions on loans originated from 31 states on a managed receivables portfolio of $217 million as of July 31, 2002.

On
August 8, 2000, the Company entered into a partnership agreement whereby a subsidiary of the Company is the general partner owning 70 percent of the partnership assets
and First Union Investors, Inc. serves as the limited partner and owns 30 percent of the partnership assets (the "Partnership"). The Partnership consists primarily of a portfolio of
loans previously owned or securitized by FISC and certain other financial assets including charged-off accounts owned by FISC.

2.    Interim Financial Information

Basis of Presentation.The consolidated financial statements include the accounts of First Investors and its wholly- and
majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

The
results for the interim periods are not necessarily indicative of the results of operations that may be expected for the fiscal year. In the opinion of management, the information
furnished reflects all adjustments which are of a normal recurring nature and are necessary for a fair presentation of the Company's financial position as of July 31, 2002, and the results of
its operations for the three months ended July 31, 2001 and 2002, and its cash flows for the three months ended July 31, 2001 and 2002.

The
consolidated financial statements for the interim periods have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to make the information not misleading. These financial statements should be read in conjunction with the audited
consolidated financial statements included in the Company's 2002 Annual Report on Form 10-K filed July 24, 2002.

Treasury Stock.On December 14, 2001, the Board of Directors authorized the Company to repurchase up to 5% of the
Company's outstanding common stock. During the quarter ended January 31, 2002, 170,000 shares were repurchased under this authorization at an average price of $3.03

7

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and during the quarter ended July 31, 2002, 370,400 shares were repurchased at an average price of $3.40. There has been no other repurchase activity.

Reclassifications.Certain reclassifications have been made to the fiscal 2002 amounts to conform with the fiscal 2003
presentation.

3.    Receivables Held for Investment

Net receivables consisted of the following:

April 30,
2002

July 31,
2002Receivables

$
212,926,747

$
211,050,388Unamortized premium and deferred fees


5,070,859


5,097,555Allowance for credit losses


(2,338,625
)

(2,320,118
)Net receivables

$
215,658,981

$
213,827,825


Activity
in the allowance for credit losses was as follows:

For the Three Months Ended
July 31,2001

2002Balance, beginning of period

$
2,688,777

$
2,338,625Provision for credit losses


1,793,750


2,368,550Charge-offs, net of recoveries


(1,896,208
)

(2,387,057
)Balance, end of period

$
2,586,319

$
2,320,118


4.    Receivables Acquired for Investment

Receivables Acquired for Investment are comprised of loans previously originated by Auto Lenders Acceptance Corporation and include a portfolio of warehouse loans
and a portfolio of loans that were previously securitized. The securitized loans were subsequently redeemed and funded through the FIACC credit facility. These loans that were purchased at a discount
relating to credit quality were included in the balance sheet amounts of Receivables Acquired for Investment as follows as of April 30, 2002 and July 31, 2002:

April 30,
2002

July 31,
2002Contractual payments receivable from Receivables Acquired for Investment purchased at a discount relating to credit quality

$
11,912,032

$
8,513,254Nonaccretable difference


(1,733,298
)

(765,250
)Accretable yield


(1,158,828
)

(920,773
)Receivables Acquired for Investment purchased at a discount relating to credit quality, net

$
9,019,906

$
6,827,231


8

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The
carrying amount of Receivables Acquired for Investment is net of accretable yield and nonaccretable difference. Nonaccretable difference represents contractual principal and interest
payments that the Company has determined that it would be unable to collect.

Nonaccretable
Difference

Accretable
YieldBalance at April 30, 2002

$
1,733,298

$
1,158,828Accretion





(367,324
)Eliminations


(838,779
)

Reclassifications


(129,269
)

129,269Balance at July 31, 2002

$
765,250

$
920,773


Nonaccretable
difference eliminations represent contractual principal and interest amounts on loans charged-off for the period ended July 31, 2002. The increase in
accretable yield results from slight improvement in forecasted loss rates coupled with an increase the remaining term of the underlying receivables. Since the loans are liquidating at a slower pace
than anticipated, the cash flow projection model must be extended and accretable yield must be provided for the extended periods.

5.    Debt

The Company finances the acquisition of its receivables portfolio through two warehouse credit facilities. The Company's credit facilities provide for
one-year terms and have been renewed annually. Management of the Company believes that the credit facilities will continue to be renewed or extended or that it would be able to secure
alternate financing on satisfactory terms; however, there can be no assurance that it will be able to do so. In January 2000 and January 2002, the Company issued $168 million and
$159 million, respectively, in asset-backed notes ("Term Notes") secured by discrete pools of receivables. Proceeds from the two note issuances were used to repay outstanding borrowings under
the various revolving credit facilities. Substantially all receivables retained by the Company are pledged as collateral for the credit facilities and the Term Notes. The weighted average interest
rate for the Company's secured borrowings including the effect of program fees, dealer fees and other comprehensive income (loss) amortization was 5.4% for the three-month period ending
July 31, 2002. The weighted average interest rate for the Company's secured borrowings including the effect of program fees, dealer fees and derivative instruments was 6.7% for the three-month
period ending July 31, 2001.

FIRC Credit Facility.The primary source of initial acquisition financing for receivables has been provided through a
syndicated warehouse credit facility agented by First Union National Bank. The borrowing base is defined as the sum of the principal balance of the receivables pledged and the amount on deposit with
the Company to fund receivables to be acquired. The Company is required to maintain a reserve account equal to the greater of one percent of the principal amount of receivables financed or $250,000.
Borrowings under the FIRC credit facility bear interest at a rate selected by the Company at the time of the advance of either the base rate, defined as the higher of the prime rate or the federal
funds rate plus .5 percent, the LIBOR rate plus .5 percent, or a rate agreed to by the Company and the banks. The facility also provides for the payment of a fee of .25 percent
per annum based on the total committed amount.

9

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On
November 14, 2001, the facility was renewed to December 7, 2001. On December 7, 2001, the Company entered into an agreement with First Union National Bank to
extend the maturity date of the facility until December 5, 2002. In conjunction with this renewal, First Union assumed the role of agent and increased its commitment to $50 million from
$20 million. The total commitment remains at $50 million and there were no other material changes to the terms and conditions of the facility. Under the renewal mechanics of the
facility, should the lenders elect not to renew the facility beyond December 5, 2002, the facility would convert to a term loan facility which would mature six months thereafter and amortize
monthly in accordance with the borrowing base with any remaining balance due at maturity.

Borrowings
under the FIRC credit facility were $28,610,000 and $41,990,000 at April 30, 2002 and July 31, 2002, respectively.

The
Company presently intends to seek a renewal of the facility from its lenders prior to maturity. Management considers its relationship with its lenders to be satisfactory and has no
reason to believe that this credit facility will not be renewed. If the facility were not renewed however, or if material changes were made to its terms and conditions, it could have a material
adverse effect on the Company.

FIARC Commercial Paper Facility.The Company has indirect access to the commercial paper market through a commercial paper
conduit facility provided by Variable Funding Capital Corporation (VFCC), a commercial paper conduit administered by First Union National Bank (the "FIARC commercial paper facility"). Receivables are
transferred periodically from the FIRC credit facility to FIARC commercial paper facility through the assignment of an undivided interest in a specified group of receivables. VFCC issues commercial
paper (indirectly secured by the receivables), the proceeds of which are used to repay the FIRC credit facility.

The
financing is provided to a special-purpose, wholly-owned subsidiary of the Company, FIARC. Credit enhancement for the $150 million facility is provided to the commercial paper
investors by a surety bond issued by MBIA Insurance Corporation. The Company is not a guarantor of, or otherwise a party to, such commercial paper. Borrowings under the commercial paper facility bear
interest at the commercial paper rate plus a borrowing spread equal to .30 percent per annum. Additionally, the agreement provides for additional fees based on the unused amount of the facility
and dealer fees associated with the issuance of the commercial paper. A surety bond premium equal to .35 percent per annum is assessed based on the outstanding borrowings under the facility. A
one percent cash reserve must be maintained as additional credit support for the facility. At July 31, 2002, the Company had borrowings of $9,381,432 outstanding under the commercial paper
facility. The Company had no outstanding borrowings under the FIARC facility as of April 30, 2002.

The
FIARC commercial paper facility expired on January 12, 2002. In conjunction with the renewal of the facility to January 13, 2003 the facility commitment was assigned
from Enterprise Funding Corporation, a commercial paper conduit administered by Bank of America, to VFCC. No other material changes were made to the facility in conjunction with the assignment to
VFCC.

If
the facility was not extended beyond the maturity date, receivables pledged, as collateral would be allowed to amortize; however, no new receivables would be allowed to transfer from
the FIRC credit facility. The Company presently intends to seek a renewal of the facility from its lenders prior to maturity. Management considers its relationship with its lenders to be satisfactory
and has no reason to believe that this credit facility will not be renewed. If the facility were not renewed however, or if

10

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material changes were made to its terms and conditions, it could have a material adverse effect on the Company.

FIACC Commercial Paper Facility.On January 1, 1998, FIACC entered into a $25 million commercial paper conduit
facility with Variable Funding Capital Corporation ("VFCC"), a commercial paper conduit administered by First Union National Bank, (the FIACC commercial paper facility"), to fund the acquisition of
additional receivables generated under certain of the Company's financing programs. FIACC acquired receivables from the Company and may borrow up to 88% of the face amount of receivables, which are
pledged as collateral for the commercial paper borrowings. VFCC funds the advance to FIACC through the issuance of commercial paper (indirectly secured by the receivables) to institutional or public
investors. The Company is not a guarantor of, or otherwise a party to, such commercial paper. The Company's interest cost is based on VFCC's commercial paper rates for specific maturities plus
..55 percent. At April 30, 2002 and July 31, 2002, borrowings were $2,603,433 and $1,344,699, respectively, under the FIACC commercial paper facility. The current term of the FIACC
commercial paper facility expires on March 11, 2003. If the facility were not renewed on or prior to the maturity date, the outstanding balance under the facility would continue to amortize
utilizing cash collections from the receivables pledged as collateral. The Company presently intends to seek a renewal of the facility from its lenders prior to maturity. Management considers its
relationship with its lenders to be satisfactory and has no reason to believe that this credit facility will not be renewed. If the facility were not renewed however, or if material changes were made
to its terms and conditions, it could have a material adverse effect on the Company.

On
September 15, 2000, the Company elected to exercise its right to repurchase the senior notes issued in connection with the ALAC Automobile Receivables Owner Trust
1997-1, (the "ALAC 97-1 Securitization"). Accordingly, the Company acquired $8,110,849 in outstanding receivables from the trust and borrowed $6,408,150 under the FIACC
facility which, combined with amounts on deposit in the collection account and the outstanding balance in a cash reserve account, was utilized to repay $7,874,689 in senior notes and redeem $1,033,456
of the trust certificates. On March 15, 2001, the Company elected to exercise its right to repurchase the senior notes issued in connection with the ALAC Automobile Receivables Owner Trust
1998-1, (the "ALAC 98-1 Securitization). Accordingly, the Company acquired $9,257,612 in outstanding receivables from the trust and borrowed $7,174,509 under the FIACC facility
which, combined with amounts on deposit in the collection account and the outstanding balance in a cash reserve account, was utilized to repay $7,997,615 in senior notes and redeem $1,946,178 of the
Trust Certificates. The receivables purchased were used as collateral to secure the FIACC borrowing with any residual cash flow generated by the receivables pledged to the Partnership. As a result of
utilizing FIACC to fund the repurchase of the ALAC securitizations, the Company has elected to utilize the FIACC commercial paper facility solely as the financing source for the repurchases and does
not expect to utilize the facility to finance Receivables Held for Investment.

Term Notes.On January 29, 2002, the Company, through its indirect, wholly-owned subsidiary First Investors Auto Owner
Trust 2002-A ("2002 Auto Trust") completed the issuance of $159,036,000 of 3.46% percent Class A asset-backed notes ("2002-A Term Notes"). The initial pool of automobile
receivables transferred to the 2002 Auto Trust totaled $135,643,109, which were previously owned by FIRC and FIARC, secure the 2002-A Term Notes. In addition to the issuance of the
Class A Notes, the 2002 Auto Trust also issued $4,819,000 in Class B Notes which were retained by the Company and pledged to secure the Working Capital Facility as further described
below. Proceeds from the issuance, which totaled $159,033,471 were used to (i) fund a $25,000,000 pre-funding account to be used for

11

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future loan originations; (ii) repay all outstanding borrowings under the FIARC commercial paper facility, (iii) reduce the outstanding borrowings under the FIRC credit facility,
(iv) pay transaction fees related to the 2002-A Term Note issuance, and (v) fund a cash reserve account of 2 percent or $2,712,862
of the initial receivables pledged which will serve as a portion of the credit enhancement for the transaction. The Class A Term Notes bear interest at 3.46 percent and require monthly
principal reductions sufficient to reduce the balance of the Class A Term Notes to 97 percent of the outstanding balance of the underlying receivables pool. The final maturity of the
2002-A Term Notes is December 15, 2008. The Class B Notes do not bear interest but require principal reductions sufficient to reduce the balance of the Class B Notes
to 3 percent of the outstanding balance of the underlying receivables pool. A surety bond issued by MBIA Insurance Corporation provides credit enhancement for the Class A Notes.
Additional credit support is provided by the cash reserve account, which equals 2 percent of the original balance of the receivables pool plus 2 percent of the original balance of
receivables transferred under the pre-funding provision. Further enhancement is provided through an initial 1 percent overcollateralization which is required to be increased to
3 percent through excess monthly principal and interest collections. In the event that certain asset quality covenants are not met, the reserve account target level will increase to
6 percent of the then current principal balance of the receivables pool. As of April 30, 2002 and July 31, 2002, the outstanding principal balance on the 2002-A Term
Notes were $143,096,983 and $127,849,735, respectively.

On
January 24, 2000, the Company, through its indirect, wholly-owned subsidiary First Investors Auto Owner Trust 2000-A ("Auto Trust") completed the issuance of
$167,969,000 of 7.174 percent asset-backed notes ("2000-A Term Notes"). A pool of automobile receivables totaling $174,968,641, which were previously owned by FIRC, FIARC and FIACC,
secures the 2000-A Term Notes. Proceeds from the issuance, which totaled $167,967,690 were used to repay all outstanding borrowings under the FIARC and FIACC commercial paper facilities,
to reduce the outstanding borrowings under the FIRC credit facility, to pay transaction fees related to the 2000-A Term Note issuance and to fund a cash reserve account of 2 percent
or $3,499,373 which will serve as a portion of the credit enhancement for the transaction. The 2000-ATerm Notes bear interest at 7.174 percent and require monthly principal
reductions sufficient to reduce the balance of the 2000-A Term Notes to 96 percent of the outstanding balance of the underlying receivables pool. The final maturity of the
2000-A Term Notes is February 15, 2006. As of April 30, 2002 and July 31, 2002, the outstanding principal balances on the 2000-A Term Notes were
$40,162,801 and $32,621,542, respectively. A surety bond issued by MBIA Insurance Corporation provides credit enhancement for the Term Note holders. Additional credit support is provided by the cash
reserve account, which equals 2 percent of the original balance of the receivables pool and a 4 percent over-collateralization requirement. In the event that certain asset
quality covenants are not met, the reserve account target level will increase to 6 percent of the then current principal balance of the receivables pool.

Acquisition Facility.On October 2, 1998, the Company, through its indirect, wholly-owned subsidiary, FIFS Acquisition
Funding Company LLC (FIFS Acquisition), entered into a $75 million non-recourse bridge financing facility with VFCC, an affiliate of First Union National Bank, to finance the
Company's acquisition of FISC. Contemporaneously with the Company's purchase of FISC, FISC transferred certain assets to FIFS Acquisition, consisting primarily of (i) all receivables owned by
FISC as of the acquisition date, (ii) FISC's ownership interest in certain Trust Certificates and subordinated spread or cash reserve accounts related to two asset securitizations previously
conducted by FISC, and (iii) certain other financial assets, including charged-off accounts owned by FISC as of the acquisition date. These assets, along with a $1 million
cash reserve account funded at closing serve as the collateral

12

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for the bridge facility. The facility bore interest at VFCC's commercial paper rate plus 2.35 percent and expired on August 14, 2000. Under the terms of the facility, all cash
collections from the receivables or cash distributions to the certificate holder under the securitizations are first applied to pay FISC a
servicing fee in the amount of 3 percent on the outstanding balance of all owned or managed receivables and then to pay interest on the facility. Excess cash flow available after servicing fees
and interest payments are utilized to reduce the outstanding principal balance on the indebtedness. In addition, one-third of the servicing fee paid to FISC is also utilized to reduce
principal outstanding on the indebtedness.

On
August 8, 2000, the Company entered into an agreement with First Union to refinance the acquisition facility. Under the agreement, a partnership was created in which FIFS
Acquisition serves as the general partner and contributed its assets for a 70 percent interest in the partnership and First Union Investors, Inc., an affiliate of First Union, serves as
the limited partner with a 30 percent interest in the partnership (the "Partnership"). Pursuant to the refinancing, the Partnership issued Class A Notes in the amount of $19,204,362 and
Class B Notes in the amount of $979,453 to VFCC, the proceeds of which were used to retire the acquisition debt. The Class A Notes bear interest at VFCC's commercial paper rate plus
0.95 percent per annum and amortize on a monthly basis by an amount necessary to reduce the Class A Note balance as of the payment date to 75 percent of the outstanding principal
balance of Receivables Acquired for Investment, excluding Receivables Acquired for Investment that are applicable to FIACC, as of the previous month end. The Class B Notes bear interest at
VFCC's commercial paper rate plus 5.38 percent per annum and amortize on a monthly basis by an amount which varied based on excess cash flows received from Receivables Acquired for Investment
after payment of servicing fees, trustee and back-up servicer fees, Class A Note interest and Class A Note principal, plus collections received on the Trust Certificates. The
outstanding balance of the Class A Notes was $3,670,765 and $2,235,524 at April 30, 2002 and July 31, 2002, respectively. The Class B Notes were paid in full on
September 15, 2000. After the Class B Notes were paid in full, all cash flows received after payment of Class A Note principal and interest, servicing fees and other costs, are
distributed to the Partnership for subsequent distribution to the partners based upon the respective partnership interests. During the period ended July 31, 2001, $574,014 was distributed to
the limited partner. Beginning in November 2001, the partnership used excess cash flow to retire additional Class A Note principal thus no further partnership distributions will be paid
until the Class A Notes are retired. The amount of the partners' cash flow will vary depending on the timing and amount of residual cash flows. The Company is accounting for First Union's
limited partnership interest in the Partnership as a minority interest.

The
Class A Notes mature on March 11, 2003. If the Class A Notes are not renewed on or prior to the maturity date, the outstanding balance under the notes would
continue to amortize utilizing cash collections from the receivables pledged as collateral. The Company presently intends to seek a renewal of the notes from the lender prior to maturity. Management
considers its relationship with the lender to be satisfactory and has no reason to believe that the notes will not be renewed. If the notes were not renewed however, or if material changes were made
to the terms and conditions, it could have a material adverse effect on the Company.

Working Capital Facility.On December 6, 2001, the Company entered into an agreement with First Union National Bank to
refinance the $11,175,000 outstanding balance of the working capital term loan previously provided by Bank of America and First Union and increase the size of the facility to $13.5 million. The
renewal facility was provided to a special-purpose, wholly-owned subsidiary of the Company, First Investors Residual Funding LP. Upon the issuance of the 2002-A Term Notes on

13

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January 29, 2002, a portion of this facility was converted to a $4.5 million term loan tranche which amortizes monthly as principal payments are collected under the 2002-A
Term Note facility. The monthly principal amortization must be sufficient to reduce the amounts outstanding under the term loan tranche of this facility to no greater than 3 percent of the
outstanding receivables securing the 2002-A Term Note transaction. The term loan tranche of this working capital facility will be evidenced by the Class B Notes issued in
conjunction with the 2002 Auto Trust financing. The remaining $9 million of the $13.5 million working capital facility revolves monthly in accordance with a borrowing base consisting of
the overcollateralization amount and reserve accounts for each of the Company's other credit facilities. The new facility is secured solely by the residual cash flow and cash reserve accounts related
to the Company's warehouse credit facilities, the acquisition facility and the existing and future term note facilities. Pricing under the facility is based on the LIBOR rate plus 1.5% plus another
1.5% on the facility limit. The maturity of the facility was extended to December 5, 2002. In the event that the facility is not renewed at maturity, residual cash flows from the various
receivables financing transactions will be applied to amortize the debt over the remaining life of the underlying receivables. At April 30, 2002, and July 31, 2002, there was $11,798,520
and $10,963,073, respectively, outstanding under this facility.

The
Company presently intends to seek a renewal of the working capital facility from its lender prior to maturity. Should the facility not be renewed, the outstanding balance of the
receivables would be amortized in accordance with the borrowing base. Management considers its relationship with its lenders to be satisfactory and has no reason to believe that this credit facility
will not be renewed. If the facility were not renewed however, or if material changes were made to its terms and conditions, it could have a material adverse effect on the Company.

Shareholder LoansOn December 3, 2001 the Company entered into an agreement with one of its existing shareholders and a
member of its Board of Directors under which the Company may, from time to time, borrow up to $2.5 million. The proceeds of the borrowings will be utilized to fund certain private and open
market purchases of the Company's common stock pursuant to a Stock Repurchase Plan authorized by the Board of Directors and for general corporate purposes. Borrowings under the facility bear interest
at a fixed rate of 10 percent per annum. The facility is unsecured and expressly subordinated to the Company's senior credit facilities. The facility matures on December 3, 2008 but may
be repaid at any time unless the Company is in default on one of its other credit facilities. As of July 31, 2002, $1,746,280 was outstanding under this facility.

Interest Rate Management.The Company's warehouse credit facilities bear interest at floating interest rates which are reset
on a short-term basis while the secured Term Notes bear interest at a fixed rate of interest. The Company's receivables bear interest at fixed rates that do not generally vary with the
change in interest rates. Since a primary contributor to the Company's profitability is its ability to manage its net interest spread, the Company seeks to maximize the net interest spread while
minimizing exposure to changes in interest rates. In connection with managing the net interest spread, the Company may periodically enter into interest rate swaps or caps to minimize the effects of
market interest rate fluctuations on the net interest spread. To the extent that the Company has outstanding floating rate borrowings or has elected to convert a portion of its borrowings from fixed
rates to floating rates, the Company will be exposed to fluctuations in short-term interest rates.

In
connection with the issuance of the 2000-A Term Notes, the Company entered into a swap agreement with Bank of America pursuant to which the Company pays a floating rate
equal to the prevailing one month LIBOR rate plus 0.505 percent and receives a fixed rate of 7.174 percent from

14

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the counterparty. The initial notional amount of the swap was $167,969,000, which amortizes in accordance with the expected amortization of the Term Notes. Final maturity of the swap was
August 15, 2002.

On
September 27, 2000, the Company elected to terminate the floating swap at no material gain or loss and enter into a new swap under which the Company would pay a fixed rate of
6.30 percent on a notional amount of $100 million. Under the terms of the swap, the counterparty had the option of extending the swap for an additional three years to mature on
April 15, 2004 at a fixed rate of 6.42 percent. On April 15, 2001, the counterparty exercised its extension option.

On
June 1, 2001, the Company entered into interest rate swaps with an aggregate notional amount of $100 million and a maturity date of April 15, 2004. Under the
terms of these swaps, the Company will pay a floating rate based on one-month LIBOR and receive a fixed rate of 5.025 percent. Management elected to enter into these swap agreements
to offset the uneconomical position of the existing pay fixed swap created by rapidly declining market interest rates.

In
connection with the repurchase of the ALAC 97-1 Securitization and the financing of that repurchase through the FIACC subsidiary on September 15, 2000, FIACC
entered into an interest rate swap agreement with First Union under which FIACC pays a fixed rate of 6.76 percent as compared to the one month commercial paper index rate. The initial notional
amount of the swap is $6,408,150, which amortizes monthly in accordance with the expected amortization of the FIACC borrowings. The final maturity of the swap was December 15, 2001. On
March 15, 2001, in connection with the repurchase of the ALAC 1998-1 Securitization and the financing of that purchase through the FIACC subsidiary, the Company and the counterparty
modified the existing interest rate swap increasing the notional amount initially to $11,238,710 and reducing the fixed rate from 6.76 percent to 5.12 percent. The new notional amount is
scheduled to amortize monthly in accordance with the expected principal amortization of the underlying borrowings. The expiration date of the swap was changed from December 15, 2001 to
September 1, 2002.

On
October 2, 1998, in connection with the $75 million acquisition facility, the Company, through FIFS Acquisition, entered into a series of hedging instruments with First
Union National Bank designed to hedge floating rate borrowings under the acquisition facility against changes in market rates. Accordingly, the Company entered into two interest rate swap agreements,
the first in the initial notional amount of $50.1 million ("Class A swap") pursuant to which the Company's interest rate is fixed at 4.81 percent; and, the second in the initial
notional amount of $24.9 million ("Class B swap") pursuant to which the Company's interest rate is fixed at 5.50 percent. The notional amount outstanding under each swap agreement
amortizes based on an implied amortization of the hedged indebtedness. Class A swap has a final maturity of December 20, 2002 while Class B swap matured on February 20,
2000. The Company also purchased two interest rate caps, which protect the Company, and the lender against any material increases in interest rates that may adversely affect any outstanding
indebtedness
that is not fully covered by the aggregate notional amount outstanding under the swaps. The first cap agreement ("Class A cap") enables the Company to receive payments from the counterparty in
the event that the one-month commercial paper rate exceeds 4.81 percent on a notional amount that increases initially and then amortizes based on the expected difference between the
outstanding notional amount under Class A swap and the underlying indebtedness. The interest rate cap expires December 20, 2002 and the cost of the cap is amortized in interest expense
for the period. The second cap agreement ("Class B cap") enables the Company to receive payments from the counterparty in the event that the one-month commercial paper rate exceeds
6 percent on a notional

15

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amount that increases initially and then amortizes based on the expected difference between the outstanding notional amount under Class B swap and the underlying indebtedness. The interest
rate cap expires December 20, 2002 and the cost of the cap is imbedded in the fixed rate applicable to Class B swap. Pursuant to the refinance of the acquisition facility on
August 8, 2000, the Class B cap was terminated and the notional amounts of the Class A swap and Class A cap were adjusted downward to reflect the lower outstanding balance
of the Class A Notes. The amendment or cancellation of these instruments resulted in a gain of $418,609. This derivative net gain is being amortized over the life of the initial derivative
instrument. In addition, the two remaining hedge instruments were assigned by FIFS Acquisition to the Partnership.

As
of May 1, 2001 the Company had designated the three interest rate swaps and one interest rate cap with an aggregate notional value of $130,165,759 as cash flow hedges as
defined under SFAS No. 133. Accordingly, any changes in the fair value of these instruments resulting from the mark-to-market process are recorded as unrealized gains or
losses and reflected as an increase or reduction in stockholders'equity through other comprehensive income (loss). In connection with the decision to enter into the $100 million floating rate
swaps on June 1, 2001, the Company elected to change the designation of the $100 million fixed rate swap and not account for the instrument as a hedge under SFAS No. 133. As a
result, the change in fair value of both swaps is reflected in net earnings for the period subsequent to May 31, 2001.

6.    Earnings Per Share

Earnings per share amounts are based on the weighted average number of shares of common stock and potential dilutive common shares outstanding during the period.
The weighted average number of shares used to compute basic and diluted earnings per share for the three months ended July 31, 2001 and 2002, are as follows:

For the Three Months Ended
July 31,2001

2002Weighted average shares:Weighted average shares outstanding for basic earnings per share

5,566,669

5,339,573Effect of dilutive stock options and warrants



227Weighted average shares outstanding for diluted earnings per share

5,566,669

5,339,800


For
the three months ended July 31, 2001 and 2002, the Company had 566,987 and 534,260, respectively, of stock options and stock warrants which were not included in the
computation of diluted earnings per share because to do so would have been antidilutive for the period presented.

7.    Restatement

First Investors Financial Services Group, Inc. announced that it would be amending its 2002 financial statements on Form 10-K to correct
for certain prior period misstatements that were discovered by the Company as it was performing some additional control procedures adopted during the first quarter 2003 period at the request of its
new auditing firm, Grant Thornton. The restatement

16

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will not affect net income for the first quarter 2003 or fiscal year 2002. In the restatement, the Company will reduce by approximately $1,550,651 its restricted cash position and reduce retained
earnings by approximately $984,663 (after-tax) to reflect the prior period adjustment. The Company along with its auditing firm is still analyzing the restatement to confirm the
appropriate period or periods prior to fiscal year 2002 in which to record the proper adjustments, and will finalize this review prior to filing the amended Form 10-K for fiscal
year 2002. As such, the financial statements and reports of independent public accountants in the 2002 Form 10-K should not be relied upon. While the misstatement impacted certain
restricted cash accounts as reported, it did not affect cash collected on the Company's portfolio of receivables and does not affect the Company's free liquidity position or debt position. Book value
per share, which was $4.85 (restated) as of April 30, 2002, was $5.16 per share as of July 31, 2002 as a result of net income for the first quarter 2003 period and lower shares
outstanding as a result of 370,400 shares repurchased during the first quarter under the Company's share repurchase program.

8.    New Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") has issued Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets", addressing accounting for the acquisition of intangible assets and accounting for goodwill and other intangible assets after they have been initially recognized in the financial statements.
The Company does not currently have goodwill or other similar intangible assets; therefore, the adoption of the new standard on May 1, 2002, has had no effect on the Company's consolidated
financial statements.

The
FASB has issued SFAS No. 143, "Accounting for Asset Retirement Obligations", addressing accounting and reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. SFAS No. 143 will be effective May 1, 2003 for the Company and early adoption is encouraged. SFAS No. 143
requires that the fair value of a liability for an asset's retirement obligation be recorded in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying
amount of the related long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depreciated over the useful life of the related asset.
If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. The Company does not anticipate that the adoption of the new standard will have a significant
effect on its consolidated financial statements.

The
FASB has issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which was adopted by the Company effective May 1, 2002, and
addresses accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business." SFAS No. 144 retains the fundamental provisions of SFAS No. 121 and expands the reporting of discontinued operations to include all components of an entity with
operations that can be distinguished from the rest of the entity and that will be eliminated from the ongoing operations of the entity in a disposal transaction. Adoption of the new standard did not
have a material impact on the Company's consolidated financial statements.

In
April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical Corrections
("SFAS 145"). This statement rescinds the requirement in SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt, that material

17

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gains and losses on the extinguishment of debt be treated as extraordinary items. The statement also amends SFAS No. 13, Accounting for Leases, to eliminate an inconsistency between the
accounting for sale-leaseback transactions and the accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions.
Finally the standard makes a number of consequential and other technical corrections to other standards. The provisions of the statement relating to the rescission of SFAS 4 are effective for fiscal
years beginning after May 15, 2002. Provisions of the statement relating to the amendment of SFAS 13 are effective for transactions occurring after May 15, 2002 and the other
provisions of the statement are effective for financial statements issued on or after
May 15, 2002. The Company has reviewed SFAS 145 and its adoption is not expected to have a material effect on its consolidated financial statements.

In
July 2002, the FASB issued SFAS No. 146, Accounting for Exit or Disposal Activities ("SFAS 146"). SFAS 146 applies to costs associated with an exit
activity (including restructuring) or with a disposal of long-lived assets. Those activities can include eliminating or reducing product lines, terminating employees and contracts, and
relocating plant facilities or personnel. SFAS 146 will require a Company to disclose information about its exit and disposal activities, the related costs, and changes in those costs in the
notes to the interim and annual financial statements that include the period in which an exit activity is initiated and in any subsequent period until the activity is completed. SFAS 146 is
effective prospectively for exit or disposal activities initiated after December 31, 2002, with earlier adoption encouraged. SFAS 146 supersedes Emerging Issues Task Force Issue
No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring), and requires
liabilities associated with exit and disposal activities to be expensed as incurred and can be measured at fair value. SFAS 146 is effective for exit or disposal activities that are initiated
after December 31, 2002.

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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Restatement

First Investors Financial Services Group, Inc. announced that it would be amending its 2002 financial statements on Form 10-K to correct
for certain prior period misstatements that were discovered by the Company as it was performing some additional control procedures adopted during the first quarter 2003 period at the request of its
new auditing firm, Grant Thornton. The restatement will not affect net income for the first quarter 2003 or fiscal year 2002. In the restatement, the Company will reduce by approximately $1,550,651
its restricted cash position and reduce retained earnings by approximately $984,663 (after-tax) to reflect the prior period adjustment. The Company along with its auditing firm is still
analyzing the restatement to confirm the appropriate period or periods prior to fiscal year 2002 in which to record the proper adjustments, and will finalize this review prior to filing the amended
Form 10-K for fiscal year 2002. As such, the financial statements and reports of independent public accountants in the 2002 Form 10-K should not be relied upon.
While the misstatement impacted certain restricted cash accounts as reported, it did not affect cash collected on the Company's portfolio of receivables and does not affect the Company's free
liquidity position or debt position. Book value per share, which was $4.85 (restated) as of April 30, 2002, was $5.16 per share as of July 31, 2002 as a result of net income for the
first quarter 2003 period and lower shares outstanding as a result of 370,400 shares repurchased during the first quarter under the Company's share repurchase program.

General

Net income for the three months ended July 31, 2002 was $143,693, a decrease of 68% from net income reported for the comparable period in the preceding
year of $453,309. Earnings per common share were $0.03 and $0.08 for the three months ended July 31, 2002 and July 31, 2001, respectively.

19

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Net Interest Income

The following tables summarize the Company's receivables and net interest income (dollars in thousands):

As of or for the
Three Months Ended
July 31,2001

2002Receivables Held for Investment:Number


19,696


18,383Principal balance

$
235,242

$
211,050Average principal balance of receivables outstanding during the three-month period

$
239,935

$
212,177Receivables Acquired for Investment:Number


4,106


1,899Principal balance

$
20,020

$
5,765Total Managed Receivables Portfolio:Number


23,802


20,282Principal balance

$
255,262

$
216,816


Three Months Ended
July 31,2001

2002Interest income(1):Receivables Held for Investment

$
9,280

$
8,143Receivables Acquired for Investment and Investment in Trust Certificates(2)


983


36810,263


8,511Interest expense:Receivables Held for Investment(3)


3,992


2,857Receivables Acquired for Investment and Investment in Trust Certificates


226


254,218


2,882Net interest income

$
6,045

$
5,629


---

The
following table sets forth information with regard to the Company's net interest spread, which represents the difference between the effective yield on Receivables Held for
Investment and the

20

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Company's average cost of debt utilized to fund these receivables, and its net interest margin (averages based on month-end balances):

Three Months Ended
July 31,2001

2002Receivables Held for Investment:Effective yield on ReceivablesHeld for Investment(1)

15.5
%
15.4
%Average cost of debt(2)

6.7
%
5.4
%Net interest spread(3)

8.8
%
10.0
%Net interest margin(4)

8.8
%
10.0
%


---

Net
interest income is the difference between interest earned from the receivables portfolio and interest expense incurred on the credit facilities used to acquire the receivables. Net
interest income
decreased to $5.6 million for the three months ended July 31, 2002 from $6.0 million for the three months ended July 31, 2001.

Changes
in the principal amount and rate components associated with the Receivables Held for Investment and debt can be segregated to analyze the periodic changes in net interest income
on such receivables. The following table analyzes the changes attributable to the principal amount and rate components of net interest income (dollars in thousands):

Three Months Ended
July 31, 2001 to 2002Increase (Decrease)
Due to
Change inAverage
Principal
Amount

Average
Rate

Total
Net DecreaseReceivables Held for Investment:Interest income

$
(1,074
)
$
(63
)
$
(1,137
)Interest expense


(453
)

(682
)

(1,135
)Net interest income

$
(621
)
$
619

$
(2
)


Results of Operations

Three Months Ended July 31, 2002 and 2001 (dollars in thousands)

Interest Income.Interest income for the 2002 period decreased to $8,511 compared with $10,263 for the comparable period in
2001. Interest income on Receivables Held for Investment decreased 12% for the three-month period. This is due to a 12% decline in the average Receivables Held for Investment outstanding over the
three-month period. Interest income on Receivables Acquired for

21

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Investment and Investment in Trust Certificates decreased by 63% for the comparable three-month period. The decreases are primarily attributable to a 42% reduction in the average principal balances
of the Receivables Acquired for Investment and Investment in Trust Certificates for the comparable three-month period.

Interest Expense.Interest expense in 2002 decreased for the three-month period to $2,882 as compared to $4,218 in 2001.
Interest expense on Receivables Held for Investment decreased 26% for the three-month period. This is primarily due to a) a reduction of 130 basis points, which is a 19% decrease, in the
interest rate on the outstanding borrowings in the three-month period in 2002 compared to 2001, and b) a reduction in the average outstanding borrowings of 11% for the three-month period in
2002 compared to 2001. Interest expense on Receivables Acquired for Investment and Investment in Trust Certificates decreased by 89% for the comparable three-month period. The decrease is attributable
to a net reduction in the weighted average borrowings under the acquisition term and FIACC facilities.

Net Interest Income.Net interest income decreased to $5,629, a decrease of 7% over the comparable three-month period in the
prior year. The decrease resulted from lower average outstandings and lower interest income from the Receivables Acquired for Investment due to the liquidating balance of the portfolio. This is offset
by lower cost of funds and lower borrowings to finance the Receivables Held for Investment as well as lower borrowings on the Receivables Acquired for Investment.

Provision for Credit Losses.The provision for credit losses for 2002 increased to $2,369 as compared to $1,794 in 2001. The
increase in provision for credit losses is primarily due to higher net charge offs for the 2002 period offset by a decrease in the portfolio size. Charge offs for the three-month period increased to
$2,774 from $2,195 for the comparable period in the previous year. These increases are due to weakened economic conditions and the ability of customers to maintain comparable employment. Additionally,
recovery rates on repossessions have suffered due to decreasing prices and increased incentives for new vehicles which decreased the demand and price for used vehicles. Offsetting these increases was
the effect of an 11% reduction in the Receivables Held for Investment over the three-month period compared to a 5% decrease over the same period in the prior year. Based primarily on historical loss
experience of various aging categories, the Company provides a reserve equal to 1.1% of the outstanding principal balance of Receivables Held for Investment.

Late Fees and Other Income.Late fees and other income decreased to $295 in 2002 from $547 in 2001 which primarily represents
fees collected from customers for late fees, extension fees and other payment related fees and additionally includes interest income earned on short-term marketable securities and money
market instruments. The decrease is primarily attributable to a decrease in the reinvestment rates on the cash collections as well as lower cash collections due to the declining portfolio balances.

Unrealized Loss on Interest Rate Derivative Positions.In conjunction with the adoption of SFAS 133, the Company is
required to report the fair value of interest rate derivative positions. Unrealized losses are primarily related to mark to market movements in the $100 million 6.42% pay fixed versus movements
in the $100 million 5.025% receive floating swap. These two derivatives will not directly offset over the life of the derivatives due to interest rate fluctuations between periods.

Salaries and Benefit Expenses.Salaries and benefit costs decreased to $1,849 in 2002 from $2,013 in 2001. The decrease is
primarily lower incentives as a result of the lower July 31, 2002 earnings compared to the earnings for the prior year quarter.

Other Interest Expense.Other interest expense in 2002 decreased to $162 for the three-month period compared to $238 in 2001.
The decrease was primarily due to a 11% reduction in the average

22

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outstanding borrowings and a 32% reduction in the average interest rate on this facility for the three months ended July 31, 2002 compared to 2001.

Other Expenses.Other expenses decreased to $1,216 in 2002 from $1,572 in 2001. The decrease is attributable to lower
depreciation and amortization primarily resulting from the completion of a capitalized lease of assets obtained through the purchased of Auto Lenders Acceptance Corporation. The capital lease
terminated in November 2001. Additionally, telephone related expenses decreased due to lower negotiated long distance rates and less calling due to a smaller portfolio of accounts.

Income Before Provision for Income Taxes and Minority Interest.During 2002, income before provision (benefit) for income
taxes and minority interest decreased to $328 from $975 for the comparable period in 2001. Decreases were primarily a result of lower net interest income and higher credit losses offset by lower
expenses.

Liquidity and Capital Resources

Sources and Uses of Cash Flows.The Company's business requires significant cash flow to support its operating activities.
The principal cash requirements include (i) amounts necessary to acquire receivables from dealers and fund required reserve accounts, (ii) amounts necessary to fund premiums for credit
enhancement insurance, and (iii) amounts necessary to fund costs to retain receivables, primarily interest expense. The Company also requires a significant amount of cash flow for working
capital to fund fixed operating expenses, primarily salaries and benefits.

The
Company's most significant cash flow requirement is the acquisition of receivables from dealers. The Company paid $24.1 million for receivables acquired for the three months
ended July 31, 2002 compared to $19.6 million paid in the comparable 2001 period.

The
Company funds the purchase price of the receivables through the use of a $50 million warehouse credit facility provided to F.I.R.C., Inc. ("FIRC") a wholly-owned
special purpose financing subsidiary of the Company. The current FIRC credit facility generally permits the Company to draw advances up to the outstanding principal balance of qualified receivables.
Receivables that have accumulated in the FIRC credit facility may be transferred to a commercial paper conduit facility at the option of the Company. Credit enhancement for the warehouse lenders is
provided by an Auto Loan Protection Insurance ("ALPI") policy issued by National Union Fire Insurance Company of Pittsburgh and reinsured by the Company's captive insurance subsidiary.

To
provide additional liquidity to fund the receivables portfolio, the Company utilized a $150 million commercial paper conduit financing through Variable Funding Capital
Corporation (VFCC), a commercial paper conduit administered by First Union Securities as an additional source of warehouse financing for Receivables Held for Investment. The financing was provided to
a special-purpose, wholly-owned subsidiary of the Company, First Investors Auto Receivables Corporation ("FIARC"). Credit enhancements for the $150 million facility are provided to the
commercial paper investors by a surety bond issued by MBIA Insurance Corporation. At July 31, 2002, the Company had borrowings of $9,381,432 outstanding under the commercial paper facility. The
Company had no outstanding borrowings under the FIARC facility as of April 30, 2002.

Receivables
originally purchased by the Company are financed with borrowings under the FIRC credit facility. Once a sufficient amount of receivables have been accumulated, the
receivables are transferred from FIRC to FIARC with advances under the FIARC commercial paper facility used to repay borrowings under the FIRC credit facility. Once receivables are transferred to the
FIARC subsidiary and pledged as collateral for commercial paper borrowings, the ALPI policy with respect to the transferred receivables is cancelled with any unearned premiums returned to FIRC. FIARC
may borrow up to 94 percent of the face amount of the receivables being transferred. In addition, a cash

23

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reserve equal to 1 percent of the outstanding borrowings under the FIARC commercial paper facility must be maintained in a reserve account for the benefit of the creditors and surety bond
provider.

The
current term of the FIRC credit facility expires on December 5, 2002. In the event that the facility is not renewed prior to its maturity date, the facility will automatically
convert to a term loan that will amortize in accordance with the borrowing base over a six-month period when the outstanding balance will be due and payable. The FIARC commercial paper
facility expires on January 13, 2003. If the facility was terminated, receivables pledged as collateral would be allowed to amortize; however, no new receivables would be allowed to be
transferred from the FIRC credit facility. Borrowings under the FIRC credit facility were $28,610,000 and $41,990,000 at April 30, 2002 and July 31, 2002, respectively.

The
Company also maintains a commercial paper conduit financing through Variable Funding Capital Corporation ("VFCC"), a commercial paper conduit administered by First Union National
Bank. The financing was provided to a special-purpose, wholly-owned subsidiary of the Company, First Investors Auto Capital Corporation ("FIACC") to fund the acquisition of receivables previously
securitized by FISC.

FIACC
acquires receivables from the Company in conjunction with the Company's repurchase of previously securitized receivables acquired for investment and may borrow up to
88 percent of the face amount of receivables which are pledged as collateral for the commercial paper borrowings. In addition, a cash reserve equal to 2 percent of the outstanding
borrowings under the FIACC commercial paper facility must be maintained in a reserve account for the benefit of the creditors.

The
current term of the FIACC commercial paper facility expires on March 11, 2003. As a result of utilizing FIACC to fund the repurchase of the ALAC securitizations, the Company
does not expect to use the facility to finance Receivables Held for Investment. If the facility was terminated, receivables pledged as collateral would be allowed to amortize; however, no new
receivables could be transferred to the facility. At April 30, 2002 and July 31, 2002, borrowings were $2,603,433 and $1,344,699, respectively, under the FIACC commercial paper facility.

In
addition to the $200 million in credit facilities utilized to fund the acquisition of new receivables, the Company also has a working capital facility utilized to fund working
capital requirements of the Company. On December 6, 2001, the Company entered into an agreement with First Union National Bank to refinance the $11,175,000 outstanding balance of the working
capital term loan previously provided by Bank of America and First Union and increase the size of the facility to $13.5 million. The renewal facility was provided to a special-purpose,
wholly-owned subsidiary of the Company, First Investors Residual Funding LP. Upon the issuance of the 2002-A Term Notes on January 29, 2002, a portion of the this facility was
converted to a $4.5 million term loan tranche which amortizes monthly as principal payments are collected under the 2002-A Term Note facility. The monthly principal amortization
must be sufficient to reduce the amounts outstanding under the term loan tranche of this facility to no greater than 3 percent of the outstanding receivables securing the 2002-A
Term Note transaction. The term loan tranche of this working capital facility will be evidenced by the Class B Notes issued in conjunction with the 2002 Auto Trust financing. The remaining
$9 million of the $13.5 million working capital facility revolves monthly in accordance with a borrowing base consisting of the overcollateralization amount and reserve accounts for each
of the Company's other credit facilities. The new facility is secured solely by the residual cash flow and cash reserve accounts related to the Company's warehouse credit facilities, the acquisition
facility and the existing and future term note facilities. Pricing under the facility is based on the LIBOR rate plus 1.5% plus another 1.5% on the facility limit. The maturity of the facility was
extended to December 5, 2002. In the event that the
facility is not renewed at maturity, residual cash flows from the various receivables financing transactions will be applied to amortize the debt over the remaining life of the underlying receivables.
At July 31, 2002, there was $10,963,073 outstanding under this facility. In conjunction with

24

---

the refinancing, the Company repaid the working capital term loan and entered into the new working capital facility.

The
Company presently intends to seek a renewal of the working capital facility from its lender prior to maturity. Should the facility not be renewed, the outstanding balance of the
receivables would be amortized in accordance with the borrowing base. Management considers its relationship with its lenders to be satisfactory and has no reason to believe that this credit facility
will not be renewed. If the facility were not renewed however, or if material changes were made to its terms and conditions, it could have a material adverse effect on the Company.

The
Company expects to initiate discussions with its lenders regarding the renewal and extension of the warehouse credit facilities prior to maturity. Management considers its
relationship with the lenders under these facilities to be satisfactory and has no reason to believe that these facilities will not be renewed. If these facilities were not renewed however, or if
material changes were made to the terms and conditions, it could have a material adverse effect on the Company. As of July 31, 2002, the Company had available unused credit facilities of
$148,628,567. As of July 31, 2001, the Company had $38,226,794 of available unused credit facilities.

On
January 29, 2002, the Company, through its indirect, wholly-owned subsidiary First Investors Auto Owner Trust 2002-A ("2002 Auto Trust") completed the issuance of
$159,036,000 of 3.46 percent Class A asset-backed notes ("2002-A Term Notes"). The initial pool of automobile receivables transferred to the 2002 Auto Trust totaled
$135,643,109, which were previously owned by FIRC and FIARC, secure the 2002-A Term Notes. In addition to the issuance of the Class A Notes, the 2002 Auto Trust also issued
$4,819,000 in Class B Notes which were retained by the Company and pledged to secure the Working Capital Facility as further described below. Proceeds from the issuance, which totaled
$159,033,471 were used to (i) fund a $25,000,000 pre-funding account to be used for future loan originations; (ii) repay all outstanding borrowings under the FIARC commercial
paper facility, (iii) reduce the outstanding borrowings under the FIRC credit facility, (iv) pay transaction fees related to the 2002-A Term Note issuance, and
(v) fund a cash reserve account of 2 percent or $2,712,862 of the initial receivables pledged which will serve as a portion of the credit enhancement for the transaction. The
Class A Term Notes bear interest at 3.46 percent and require monthly principal reductions sufficient to reduce the balance of the Class A Term Notes to 97 percent of the
outstanding balance of the underlying receivables pool. The final maturity of the 2002-A Term Notes is December 15, 2008. The Class B Notes do not bear interest but require
principal reductions sufficient to reduce the balance of the Class B Notes to 3 percent of the outstanding balance of the underlying receivables pool. A surety bond issued by MBIA
Insurance Corporation provides credit enhancement for the Class A Notes. Additional credit support is provided by the cash reserve account, which equals 2 percent of the original balance
of the receivables pool plus 2 percent of the original balance of receivables transferred under the pre-funding provision. Further enhancement is provided through an initial
1 percent overcollateralization which is required to be increased to 3 percent through excess monthly principal and interest collections. In the event that certain asset quality
covenants are not met, the reserve account target level will increase to 6 percent of the then current principal balance of the receivables pool. As of April 30, 2002 and July 31,
2002, the
outstanding principal balance on the 2002-A Term Notes were $143,096,983 and $127,849,735, respectively.

On
January 24, 2000, the Company, through its indirect, wholly-owned subsidiary First Investors Auto Owner Trust 2000-A ("Auto Trust") completed the issuance of
$167,969,000 of 7.174 percent asset-backed notes ("2000-A Notes"). The Notes are secured by a pool of automobile receivables totaling $174,968,641 which were previously owned by
FIRC, FIARC and FIACC. Proceeds from the issuance, which totaled $167,967,690 were used to repay all outstanding borrowings under the FIARC and FIACC commercial paper facilities, to reduce the
outstanding borrowings under the FIRC credit facility, to pay transaction fees related to the 2000-A Note issuance and to fund a cash reserve account of 2 percent or $3,499,373
which will serve as a portion of the credit enhancement for the transaction.

25

---

The 2000-A Notes bear interest at 7.174 percent and require monthly principal reductions sufficient to reduce the balance of the Notes to 96 percent of the outstanding
balance of the underlying receivables pool. The final maturity of the Notes is February 15, 2006. Credit enhancement for the 2000-A Noteholders is provided by a surety bond issued
by MBIA Insurance Corporation. Additional credit support is provided by a cash reserve account which is equal to 2 percent of the original balance of the receivables pool and a 4 percent
over-collateralization requirement amount. In the event that certain asset quality covenants are not met, the reserve account target level will increase to 6 percent of the then
current principal balance of the receivables pool. As of April 30, 2002 and July 31, 2002, the outstanding principal balance on the 2000-A Notes was $40,162,801 and
$32,621,542, respectively.

On
October 2, 1998, the Company, through its indirect, wholly-owned subsidiary, FIFS Acquisition Funding Company LLC ("FIFS Acquisition"), entered into a $75 million
non-recourse bridge financing facility with VFCC, an affiliate of First Union National Bank, to finance the Company's acquisition of FISC. Contemporaneously with the Company's purchase of
FISC, FISC transferred certain assets to FIFS Acquisition, consisting primarily of (i) all receivables owned by FISC as of the acquisition date, (ii) FISC's ownership interest in certain
Trust Certificates and subordinated spread or cash reserve accounts related to two asset securitizations previously conducted by FISC, and (iii) certain other financial assets, including
charged-off accounts owned by FISC as of the acquisition date. These assets, along with a $1 million cash reserve account funded at closing serve as the collateral for the bridge
facility. The facility bears interest at VFCC's commercial paper rate plus 2.35 percent. Under the terms of the facility, all cash collections from the receivables or cash distributions to the
certificate holder under the securitizations are first applied to pay FISC a servicing fee in the amount of 3 percent on the outstanding balance of all owned or managed receivables and then to
pay interest on the facility. Excess cash flow available after servicing fees and interest payments are utilized to reduce the outstanding principal balance on the indebtedness. In addition,
one-third of the servicing fee paid to FISC is also utilized to reduce principal outstanding on the indebtedness. The bridge facility expired on August 14, 2000.

On
August 8, 2000, the Company entered into an agreement with First Union to refinance the acquisition facility. Under the agreement, a partnership was created in which FIFS
Acquisition serves as the general partner owning 70 percent of the partnership assets and First Union Investors, Inc., an affiliate of First Union, serves as the limited partner owning
30 percent of the partnership assets (the "Partnership"). Pursuant to the refinancing, the Partnership issued Class A Notes in the amount of $19,204,362 and Class B Notes in the
amount of $979,453 to VFCC, the proceeds of which were used to
retire the acquisition debt. The Class A Notes will bear interest at VFCC's commercial paper rate plus 0.95 percent per annum and will amortize on a monthly basis by an amount necessary
to reduce the Class A Note balance as of the payment date to 75 percent of the outstanding principal balance of Receivables Acquired for Investment as of the previous month end. The
Class B Notes will bear interest at VFCC's commercial paper rate plus 5.38 percent per annum and will amortize on a monthly basis by an amount which will vary based on excess cash flows
received from Receivables Acquired for Investment after payment of servicing fees, trustee and back-up servicer fees, Class A Note interest and Class A Note principal, plus
collections received on the Trust Certificates. Once the Class B Notes have been paid in full, all cash flows received after payment of Class A Note principal and interest, servicing
fees and other costs, will be distributed to the Partnership for subsequent distribution to the partners based upon the respective partnership interests. The amount of the partners' cash flow will
vary depending on the timing and amount of the residual cash flows. Subsequent to the closing of this financing, the Company accounts for First Union's limited partnership interest in the Partnership
as a minority interest.

The
Class A Notes mature on March 11, 2003. If the Class A Notes are not renewed on or prior to the maturity date, the outstanding balance under the notes would
continue to amortize utilizing cash collections from the receivables pledged as collateral. The Company presently intends to seek a renewal

26

---

of the notes from the lender prior to maturity. Management considers its relationship with the lender to be satisfactory and has no reason to believe that the notes will not be renewed. If the notes
were not renewed however, or if material changes were made to the terms and conditions, it could have a material adverse effect on the Company.

On
December 6, 2001, the Company entered into an agreement with First Union National Bank to refinance the $11,175,000 outstanding balance of the working capital term loan
previously provided by Bank of America and First Union and increase the size of the facility to $13.5 million. The renewal facility was provided to a special-purpose, wholly-owned subsidiary of
the Company, First Investors Residual Funding LP. Upon the issuance of the 2002-A Term Notes on January 29, 2002, a portion of this facility was converted to a $4.5 million
term loan tranche which amortizes monthly as principal payments are collected under the 2002-A Term Note facility. The monthly principal amortization must be sufficient to reduce the
amounts outstanding under the term loan tranche of this facility to no greater than 3 percent of the outstanding receivables securing the 2002-A Term Note transaction. The term loan
tranche of this working capital facility will be evidenced by the Class B Notes issued in conjunction with the 2002 Auto Trust financing. The remaining $9 million of the
$13.5 million working capital facility revolves monthly in accordance with a borrowing base consisting of the overcollateralization amount and reserve accounts for each of the Company's other
credit facilities. The new facility is secured solely by the residual cash flow and cash reserve accounts related to the Company's warehouse credit facilities, the acquisition facility and the
existing and future term note facilities. Pricing under the facility is based on the LIBOR rate plus 1.5% plus another 1.5% on the facility limit. The maturity of the facility was extended to
December 5, 2002. In the event that the facility is not renewed at maturity, residual cash flows from the various receivables financing transactions will be applied to amortize the debt over
the remaining life of the underlying receivables. At April 30, 2002, and July 31, 2002, there was $11,798,520 and $10,963,073, respectively, outstanding under this facility.

The
Company presently intends to seek a renewal of the working capital facility from its lender prior to maturity. Should the facility not be renewed, the outstanding balance of the
receivables would be amortized in accordance with the borrowing base. Management considers its relationship with its lenders to be satisfactory and has no reason to believe that this credit facility
will not be renewed. If the facility were not renewed however, or if material changes were made to its terms and conditions, it could have a material adverse effect on the Company.

On
December 3, 2001 the Company entered into an agreement with one of its existing shareholders and a member of its Board of Directors under which the Company may, from time to
time, borrow up to $2.5 million. The proceeds of the borrowings will be utilized to fund certain private and open market purchases of the Company's common stock and for general corporate
purposes. Borrowings under the facility bear interest at a fixed rate of 10 percent per annum. The facility is unsecured and expressly subordinated to the Company's senior credit facilities.
The facility matures on December 3, 2008 but may be repaid at any time unless the Company is in default on one of its other credit facilities. As of July 31, 2002, $1,746,280 was
outstanding under this facility.

Substantially
all of the Company's receivables are pledged to collateralize the credit facilities. Management considers its relationship with all of the Company's lenders and the
Noteholders to be satisfactory and has no reason to believe that the credit facilities will not be renewed.

The
Company's most significant source of cash flow is the principal and interest payments from the receivables portfolio. The Company received such payments in the amount of
$29.1 million and $34.5 million for the three months ended July 31, 2002 and 2001, respectively. Such cash flow funds repayment of amounts borrowed under the FIRC credit and
commercial paper facilities and other holding costs, primarily interest expense and custodian fees and excess cash flow is used to fund operations. During the three months ended July 31, 2002,
the Company required net cash of

27

---

$3.0 million as the receivable purchases exceeded the portfolio collections. During the three months ended July 31, 2001, the Company's principal collections on Receivables Held for
Investment exceeded cash required to purchase Receivables Held for Investment by $5.5 million.

In
addition to the excess cash flow generated from the principal and interest collections on the receivables portfolio, the Company collects servicing fees funded from each of the credit
facilities. Servicing fees range from 2% to 2.5% of the outstanding principal balance of the loans. Excess cash flows and servicing fees are received after month end but relate to the prior month
activity. Thus upon filing of the monthly servicing statements, a portion of the restricted cash is converted to cash available to fund operations. At July 31, 2002 and 2001, the Company's
unencumbered cash was $727,611 and $1,186,878, respectively. Excess cash and servicing fees collected after month end but related to the prior month activity totaled $1,652,387 and $2,212,037 as of
July 31, 2002 and 2001, respectively. The decrease in available cash is primarily due to the declining portfolio's effect on excess cash and servicing fees. Management believes the unencumbered
cash and cash inflows are adequate to fund cash requirements for operations.

Interest Rate Management.The Company's warehouse credit facilities bear interest at floating interest rates which are reset
on a short-term basis while the secured Term Notes bear interest at a fixed rate of interest. The Company's receivables bear interest at fixed rates that do not generally vary with the
change in interest rates. Since a primary contributor to the Company's profitability is its ability to manage its net interest spread, the Company seeks to maximize the net interest spread while
minimizing exposure to changes in interest rates. In connection with managing the net interest spread, the Company may periodically enter into interest rate swaps or caps to minimize the effects of
market interest rate fluctuations on the net interest spread. To the extent that the Company has outstanding floating rate borrowings or has elected to convert a portion of its borrowings from fixed
rates to floating rates, the Company will be exposed to fluctuations in short-term interest rates.

The
Company was previously a party to a swap agreement with Bank of America pursuant to which the Company's interest rate was fixed at 5.565 percent on a notional amount of
$120 million. The swap agreement expired on January 12, 2000. In connection with the issuance of the Term Notes, the Company entered into a swap agreement with Bank of America pursuant
to which the Company pays a floating rate equal to the prevailing one month LIBOR rate plus 0.505 percent and receives a fixed rate of 7.174 percent from the counterparty. The initial
notional amount of the swap was $167,969,000, which amortizes in accordance with the expected amortization of the Term Notes. Final maturity of the swap was August 15, 2002.

On
September 27, 2000, the Company elected to terminate the floating swap at no material gain or loss and enter into a new swap under which the Company would pay a fixed rate of
6.30 percent on a notional amount of $100 million. Under the terms of the swap, the counterparty had the option of extending the swap for an additional three years to mature on
April 15, 2004 at a fixed rate of 6.42 percent. On April 15, 2001, the counterparty exercised its extension option.

On
June 1, 2001, the Company entered into interest rate swaps with an aggregate notional amount of $100 million and a maturity date of April 15, 2004. Under the
terms of these swaps, the Company will pay a floating rate based on one-month LIBOR and receive a fixed rate of 5.025 percent. Management elected to enter into these swap agreements
to offset the uneconomical position of the existing pay fixed swap created by rapidly declining market interest rates.

In
connection with the repurchase of the ALAC 97-1 Securitization and the financing of that repurchase through the FIACC subsidiary on September 15, 2000, FIACC
entered into an interest rate swap agreement with First Union under which FIACC pays a fixed rate of 6.76 percent as compared to the one month commercial paper index rate. The initial notional
amount of the swap is $6,408,150, which amortizes monthly in accordance with the expected amortization of the FIACC borrowings. The final maturity of the swap was December 15, 2001. On
March 15, 2001, in connection with the

28

---

repurchase of the ALAC 1998-1 Securitization and the financing of that purchase through the FIACC subsidiary, the Company and the counterparty modified the existing interest rate swap
increasing the notional amount initially to $11,238,710 and reducing the fixed rate from 6.76 percent to 5.12 percent. The new notional amount is scheduled to amortize monthly in
accordance with the expected principal
amortization of the underlying borrowings. The expiration date of the swap was changed from December 15, 2001 to September 1, 2002.

On
October 2, 1998, in connection with the $75 million acquisition facility, the Company, through FIFS Acquisition, entered into a series of hedging instruments with First
Union National Bank designed to hedge floating rate borrowings under the acquisition facility against changes in market rates. Accordingly, the Company entered into two interest rate swap agreements,
the first in the initial notional amount of $50.1 million ("Class A swap") pursuant to which the Company's interest rate is fixed at 4.81 percent; and, the second in the initial
notional amount of $24.9 million ("Class B swap") pursuant to which the Company's interest rate is fixed at 5.50 percent. The notional amount outstanding under each swap agreement
amortizes based on an implied amortization of the hedged indebtedness. Class A swap has a final maturity of December 20, 2002 while Class B swap matured on February 20,
2000. The Company also purchased two interest rate caps, which protect the Company, and the lender against any material increases in interest rates that may adversely affect any outstanding
indebtedness that is not fully covered by the aggregate notional amount outstanding under the swaps. The first cap agreement ("Class A cap") enables the Company to receive payments from the
counterparty in the event that the one-month commercial paper rate exceeds 4.81 percent on a notional amount that increases initially and then amortizes based on the expected
difference between the outstanding notional amount under Class A swap and the underlying indebtedness. The interest rate cap expires December 20, 2002 and the cost of the cap is
amortized in interest expense for the period. The second cap agreement ("Class B cap") enables the Company to receive payments from the counterparty in the event that the one-month
commercial paper rate exceeds 6 percent on a notional amount that increases initially and then amortizes based on the expected difference between the outstanding notional amount under
Class B swap and the underlying indebtedness. The interest rate cap expires December 20, 2002 and the cost of the cap is imbedded in the fixed rate applicable to Class B swap. Pursuant
to the refinance of the acquisition facility on August 8, 2000, the Class B cap was terminated and the notional amounts of the Class A swap and Class A cap were adjusted
downward to reflect the lower outstanding balance of the Class A Notes. The amendment or cancellation of these instruments resulted in a gain of $418,609. This derivative net gain is being
amortized over the life of the initial derivative instrument. In addition, the two remaining hedge instruments were assigned by FIFS Acquisition to the Partnership.

As
of May 1, 2001 the Company had designated the three interest rate swaps and one interest rate cap with an aggregate notional value of $130,165,759 as cash flow hedges as
defined under SFAS No. 133. Accordingly, any changes in the fair value of these instruments resulting from the mark-to-market process are recorded as unrealized gains or
losses and reflected as an increase or reduction in stockholders' equity through other comprehensive income. In connection with the decision to enter into the $100 million floating rate swaps
on June 1, 2001, the Company elected to change the designation of the $100 million fixed rate swap and not account for the instrument as a hedge under SFAS No. 133. As a result,
the change in fair value of both swaps is reflected in net earnings for period subsequent to May 31, 2001. In conjunction with this designation and the adoption of SFAS 133 and
SFAS 138, the Company recorded a transition adjustment in the aggregate amount of $(2,501,595), net of a tax benefit of $1,437,925, as a reduction to shareholders' equity and recorded a
corresponding liability to reflect the fair market value of the derivatives as of May 1, 2001. The equity adjustment is classified as other comprehensive income (loss) and the derivative
liability is classified in the interest rate derivative positions liability. Over a period ending in April 2004, the maturity date of the final swap, the Company will reclassify into earnings
substantially all of the transition adjustment originally recorded.

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Delinquency and Credit Loss Experience

The Company's results of operations, financial condition and liquidity may be adversely affected by nonperforming receivables. The Company seeks to manage its
risk of credit loss through (i) prudent credit evaluations, (ii) risk management activities, (iii) effective collection procedures, and (iv) by maximizing recoveries on
defaulted loans. An allowance for credit losses of $2,320,118 as of July 31, 2002 and $2,338,625 as of April 30, 2002 as a percentage of the Receivables Held for Investment of
$211,050,388 as of July 31, 2002 and $212,926,747 as of April 30, 2002 was 1.1% at July 31, 2002 and April 30, 2002.

With
respect to Receivables Acquired for Investment, the Company has established a nonaccretable loss reserve to cover expected losses over the remaining life of the receivables. As of
July 31, 2002 and April 30, 2002, the nonaccretable loss reserve as a percentage of Receivables Acquired for Investment was 9.0% and 14.6%, respectively. The nonaccretable portion
represents the excess of the loan's scheduled contractual principal and interest payments over its expected cash flows.

The
Company considers a loan to be delinquent when the borrower fails to make a scheduled payment of principal and interest. Accrual of interest is suspended when the payment from the
borrower is over 90 days past due. Generally, repossession procedures are initiated 60 to 90 days after the payment default.

The
Company retains the credit risk associated with the receivables acquired. The Company purchases credit enhancement insurance from third party insurers which covers the risk of loss
upon default and certain other risks. Until March 1994, such insurance absorbed substantially all credit losses. In April 1994, the Company established a captive insurance subsidiary to
reinsure certain risks under the credit enhancement insurance coverage for all receivables acquired in March 1994 and thereafter. In addition, receivables financed under the Auto Trust, FIARC
and FIACC commercial paper facilities do not carry default insurance. Provisions for credit losses of $2,368,550 and $1,793,750 have been recorded for the three months ended July 31, 2002, and
July 31, 2001, respectively, for losses on receivables which are either uninsured or which are reinsured by the Company's captive insurance subsidiary.

The
Company calculates the allowance for credit losses in accordance with SFAS 5, "Accounting for Contingencies". SFAS 114, "Accounting for Creditors for Impairment of a Loan"
does not apply to the Company since the Receivables Held for Investment are comprised of a large group of smaller balance homogenous loans.

The
Company applies a systematic methodology in order to determine the amount of the allowance for credit losses. The specific methodology utilized is a six-month migration
analysis whereby the Company compares the aging status of each loan from six months prior to the aging loan status as of the
reporting date. These factors are then applied to the aging status of each loan at the reporting date in order to calculate the number of loans that are expected to migrate to impaired status in the
next six months. The estimated number of impairments is then multiplied by estimated loss per loan, which is based on historical information. The computed reserve is then compared to the amount
recorded for adequacy. The Company compares the six-month result to prior six-month periods to compare trends and evaluate any other internal or external factors that may
affect collectibility. The allowance for credit losses is based on estimates and qualitative evaluations and ultimate losses will vary from current estimates. These estimates are reviewed periodically
and as adjustments, either positive or negative, become necessary, are reported in earnings in the period they become known.

For
Receivables Acquired for Investment, nonaccretable difference represents contractual principal and interest payments the Company will be unable to collect. The Company analyzes the
composition of these liquidating portfolios in order to estimate a future loss rate. Criteria evaluated include delinquencies, historical charge offs, recovery rates, portfolio seasoning and economic
conditions. A

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cash flow model that considers term, interest rate, loss rate, prepayment rate and recovery rate is consistently applied to project expected cash flows. The difference between expected cash flows and
total contractual principal and interest payments is the nonaccretable difference. During the quarter ended July 31, 2002, the Company decreased the cumulative loss rates on the FIACC
portfolios by .17% due to a slight improvement in the forecasted losses resulting in a $129,269 reclassification from nonaccretable difference to accretable yield.

The
following table summarizes the status and collection experience of receivables by the Company (dollars in thousands):

|                                                                                        |  | As of or for the Three Months Ended July 31, |  
|--------------------------------------------------------------------------------------- |  | -------------------------------------------- | -
|
|
|Receivables Held for Investment:                                                        |  |                                              |  
|Delinquent amount outstanding(1):                                                       |  |                                              |  
|30  59 days                                                                            |  | 313                                          |  
|60  89 days                                                                            |  | 144                                          |  
|90 days or more                                                                         |  | 248                                          |  
|                                                                                        |  |                                              |  
|Total delinquencies                                                                     |  | 705                                          |  
|Total delinquencies as a percentage of Outstanding receivables                          |  | 3.6                                          | %
|Net charge-offs as a percentage of average Receivables outstanding during the period(2) |  |                                              |  

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As
of July 31, 2002, there were 595 accounts totaling $6,596,801 that were in bankruptcy status and were more than 30 days past due. As of July 31, 2001, there were
732 accounts totaling $8,120,327 that were in bankruptcy status and were more than 30 days past due. As of July 31, 2002 and July 31, 2001, 86% and 89%, respectively, of the
bankruptcy delinquencies filed for protection under Chapter 13.

The
total number of delinquent accounts (30 days or more) as a percentage of the number of outstanding receivables for the Company's portfolio of Receivables Acquired for
Investment was 12.6% and 11.3% as of July 31, 2002 and April 30, 2002, respectively.

Forward Looking Information

Statements and financial discussion and analysis included in this report that are not historical are considered to be forward-looking in nature. Forward-looking
statements involve a number of risks and uncertainties that may cause actual results to differ materially from anticipated results. Specific factors that could cause such differences include
unexpected fluctuations in market interest rates; changes in economic conditions; or increases or changes in the competition for loans. Although the Company believes that the expectations reflected in
the forward-looking statements presented herein are reasonable, it can give no assurance that such expectations will prove to be correct.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk discussion and the estimated amounts generated from the analysis that follows are forward-looking statements of market risk assuming certain
adverse market conditions occur. Actual results in the future may differ materially due to changes in the Company's product and debt mix,

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developments in the financial markets, and further utilization by the Company of risk-mitigating strategies such as hedging.

The
Company's operating revenues are derived almost entirely from the collection of interest on the receivables it retains and its primary expense is the interest that it pays on
borrowings incurred to purchase and retain such receivables. The Company's credit facilities bear interest at floating rates which are reset on a short-term basis, whereas its receivables
bear interest at fixed rates which do not generally vary with changes in interest rates. The Company is therefore exposed primarily to market risks associated with movements in interest rates on its
credit facilities. The Company believes that it takes the necessary steps to appropriately reduce the potential impact of interest rate increases on the Company's financial position and operating
performance.

The
Company relies almost exclusively on revolving credit facilities to fund its origination of receivables. Periodically, the Company will transfer receivables from a revolving to a
term credit facility. Currently, all of the Company's credit facilities in combination with various swaps bear interest at floating rates tied to either a commercial paper index or LIBOR.

As
of July 31, 2002, the Company had $42.2 million of floating rate secured debt outstanding considering the effect of swap and cap agreements. For every 1% increase in
commercial paper rates or LIBOR, annual after-tax earnings would decrease by approximately $268,000, assuming the Company maintains a level amount of floating rate debt and assuming an
immediate increase in rates. As of July 31, 2001, the Company had $158.3 million of floating rate secured debt outstanding considering the effect of swap and cap agreements. For every 1%
increase in commercial paper rates or LIBOR, annual after-tax
earnings would decrease by approximately $1 million, assuming the Company maintains a level amount of floating rate debt and assuming an immediate increase in rates.

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PART II        OTHER INFORMATION

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

10.109


2002 Non-Employee Director Stock Option Plan dated July 18, 200299.1


Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.2


Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


Form 8-K/A
filed on May 21, 2002 amending Form 8-K filed on May 13, 2002 to include the statement that there were no disagreements
with Arthur Andersen during the interim periods between the date of their last audit report and the date of their dismissal as to any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which if not resolved to the satisfaction of Arthur Andersen, would have caused them to make reference thereto in their reports on the Registrant's
consolidated financial statements, and to include a letter from Arthur Andersen indicating that it agrees with the statements, as amended, contained in this filing.

Form 8-K
filed on May 13, 2002 announcing dismissal of Arthur Andersen LLP and formal engagement of Grant Thornton LLP to serve as the Registrant's independent
public accountant for the fiscal year ended April 30, 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|                         |  | FIRST INVESTORS FINANCIAL SERVICES GROUP, INC.
|------------------------ |  | ----------------------------------------------
|                         |  | (Registrant)                                  
|Date: September 16, 2002 |  | By:                                           
|Date: September 16, 2002 |  | By:                                           

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CERTIFICATIONS

Pursuant
to the requirements of Section 302 of the Sarbanes-Oxley Act of 2002,

I,
Tommy A. Moore, Jr. certify that:

| |  |  |  | /s/TOMMY A. MOORE, JR.Tommy A. Moore, Jr.
Chief Executive Officer
September 16, 2002
| |  |  |  | ------------------------------------------------------------------------------------

Pursuant
to the requirements of Section 302 of the Sarbanes-Oxley Act of 2002,

I,
Bennie H. Duck, certify that:

| |  |  |  | /s/BENNIE H. DUCKBennie H. Duck
Chief Financial Officer
September 16, 2002
| |  |  |  | --------------------------------------------------------------------------

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