UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-10667
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AmeriCredit Corp.
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(Exact name of registrant as specified in its charter)
Texas 75-2291093
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
200 Bailey Avenue, Fort Worth, Texas 76107
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(Address of principal executive offices)
(Zip Code)
(817) 332-7000
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed
since last report)
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 X No
--- ---
There were 28,454,907 shares of common stock, $.01 par value outstanding as
of November 1, 1996.
AMERICREDIT CORP.
INDEX TO FORM 10-Q
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
----
Consolidated Balance Sheets -
September 30, 1996 and June 30, 1996. . . . . . . . . . . 3
Consolidated Income Statements -
Three Months Ended September 30,
1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of
Cash Flows - Three Months Ended
September 30, 1996 and 1995 . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial
Statements. . . . . . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . 8
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 15
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2
PART I - FINANCIAL INFORMATION
Item I. FINANCIAL STATEMENTS
AMERICREDIT CORP.
Consolidated Balance Sheets
(Unaudited, Dollars in Thousands)
September 30, June 30,
ASSETS 1996 1996
---- ----
Cash and cash equivalents $ 5,921 $ 2,145
Investment securities 6,503 6,558
Finance receivables, net 248,270 250,484
Excess servicing receivable 42,656 33,093
Restricted cash 31,168 15,304
Property and equipment, net 8,357 7,670
Deferred income taxes 5,494 9,995
Other assets 5,090 4,910
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Total assets $353,459 $330,159
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-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Bank line of credit $109,800 $ 86,000
Automobile receivables-backed notes 54,431 67,847
Notes payable 326 418
Accrued taxes and expenses 20,030 12,669
-------- --------
Total liabilities 184,587 166,934
-------- --------
Shareholders' equity:
Common stock, $.01 par value
per share; 120,000,000 shares
authorized; 32,832,193 and
32,640,963 shares issued 331 326
Additional paid-in capital 191,962 190,005
Retained earnings (deficit) 2,839 (5,233)
-------- --------
195,132 185,098
Treasury stock, at cost
(4,435,683 and 4,120,483 shares) (26,260) (21,873)
-------- --------
Total shareholders' equity 168,872 163,225
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Total liabilities and shareholders'
equity $353,459 $330,159
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-------- --------
The accompanying notes are an integral part
of these consolidated financial statements
3
AMERICREDIT CORP.
Consolidated Income Statements
(Unaudited, Dollars in Thousands, Except Per Share Data)
Three Months Ended
September 30,
----------------------------
1996 1995
---- ----
Revenue:
Finance charge income $ 10,764 $ 13,377
Gain on sale of receivables 12,590
Servicing fee income 3,643
Investment income 468 281
Other income 330 265
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27,795 13,923
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Costs and expenses:
Operating expenses 9,827 4,904
Provision for losses 1,617 1,967
Interest expense 3,226 3,114
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14,670 9,985
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Income before income taxes 13,125 3,938
Provision for income taxes 5,053 1,418
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Net income $ 8,072 $ 2,520
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----------- -----------
Earnings per share $ .27 $ .08
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Weighted average shares
and share equivalents 30,118,939 31,223,551
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The accompanying notes are an integral part
of these consolidated financial statements
4
AMERICREDIT CORP.
Consolidated Statements of Cash Flows
(Unaudited, Dollars in Thousands)
Three Months Ended
September 30,
-----------------------
1996 1995
--------- --------
Cash flows from operating activities:
Net income $ 8,072 $ 2,520
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 433 384
Provision for losses 1,617 1,967
Deferred income taxes 4,501 1,395
Gain on sale of receivables (12,590)
Amortization of excess servicing receivable 5,493
Changes in assets and liabilities:
Other assets (180) 277
Accrued taxes and expenses 7,361 (335)
--------- --------
Net cash provided by operating
activities 14,707 6,208
--------- --------
Cash flows from investing activities:
Purchases and originations of finance
receivables (172,549) (70,808)
Principal collections and recoveries on
finance receivables 18,727 26,184
Net proceeds from sale of receivables 151,953
Purchases of property and equipment (1,120) (370)
Proceeds from maturities of investment
securities 55 2,163
Increase in restricted cash (15,864) (2,659)
--------- --------
Net cash used by investing activities (18,798) ( 45,490)
--------- --------
Cash flows from financing activities:
Borrowings on bank line of credit 142,800 41,300
Payment on bank line of credit (119,000)
Payments on automobile
receivables-backed notes (13,416) ( 17,311)
Payments on notes payable (92) (72)
Purchase of treasury stock (4,387) (1,983)
Proceeds from issuance of common stock 1,962 674
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Net cash provided by financing activities 7,867 22,608
--------- --------
Net increase (decrease) in cash and cash
equivalents 3,776 (16,674)
Cash and cash equivalents at beginning of period 2,145 18,314
--------- --------
Cash and cash equivalents at end of period $ 5,921 $ 1,640
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The accompanying notes are an integral part
of these consolidated financial statements
5
AMERICREDIT CORP.
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
AmeriCredit Corp. and its wholly-owned subsidiaries ("the Company"). All
significant intercompany accounts and transactions have been eliminated in
consolidation.
The consolidated financial statements as of September 30, 1996 and for the
periods ended September 30, 1996 and 1995 are unaudited, but in management's
opinion, include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results for such
interim periods. The results for interim periods are not necessarily
indicative of results for a full year.
The interim period financial statements, including the notes thereto, are
condensed and do not include all disclosures required by generally accepted
accounting principles. Such interim period financial statements should be
read in conjunction with the Company's consolidated financial statements
which were included in the Company's 1996 Annual Report to Shareholders.
NOTE 2 - FINANCE RECEIVABLES
Finance receivables consist of the following (in thousands):
September 30, June 30,
1996 1996
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Gross finance receivables $313,797 $315,552
Less unearned finance charges and fees (52,929) (51,466)
-------- --------
Principal amount of finance receivables 260,868 264,086
Less allowance for losses (12,598) (13,602)
-------- --------
Finance receivables, net $248,270 $250,484
-------- --------
-------- --------
6
A summary of the allowance for losses is as follows (in thousands):
Three Months Ended
September 30,
--------------------
1996 1995
---- ----
Balance at beginning of period $13,602 $19,951
Provision for losses 1,617 1,967
Acquisition fees 6,572 3,885
Allowance related to receivables sold (4,442)
Net charge-offs-indirect (4,751) (3,593)
Net charge-offs-other (36)
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Balance at end of period $12,598 $22,174
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NOTE 3 - EXCESS SERVICING RECEIVABLE
As of September 30, 1996 and June 30, 1996, the Company was servicing
$381,057,000 and $259,895,000, respectively, of automobile sales finance
contracts which have been sold to certain special purpose financing trusts
(the "Trusts").
Excess servicing receivable consists of the following (in thousands):
September 30, June 30,
1996 1996
------------- --------
Estimated future net cash flows before
allowance for credit losses $ 84,372 $ 63,457
Allowance for credit losses (36,295) (25,616)
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Estimated future net cash flows 48,077 37,841
Unamortized discount at 12% (5,421) (4,748)
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$ 42,656 $ 33,093
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-------- --------
7
A summary of excess servicing receivable is as follows (in thousands):
Three Months Ended
September 30,
-------------------
1996
----
Balance at beginning of period $ 33,093
Excess servicing related to
receivables sold 15,056
Amortization (5,493)
--------
Balance at end of period $ 42,656
--------
--------
NOTE 4 - DEBT
The Company has a revolving credit agreement with a group of banks under which
the Company may borrow up to $150 million, subject to a defined borrowing base.
Aggregate borrowings of $109,800,000 and $86,000,000 were outstanding as of
September 30, 1996 and June 30, 1996, respectively. Borrowings under the credit
agreement are collateralized by certain indirect finance receivables and bear
interest, based upon the Company's option, at either the prime rate (8.25% as of
September 30, 1996) or various market London Interbank Offered Rates ("LIBOR")
plus 1.65%. The Company is also required to pay an annual commitment fee equal
to 3/8% of the unused portion of the credit agreement. The credit agreement
contains various restrictive covenants requiring certain minimum financial
ratios and results and placing certain limitations on the incurrence of
additional debt, capital expenditures, cash dividends and repurchase of common
stock.
In October 1996, the Company entered into a restated revolving credit agreement
with the banks, expanding the available borrowings to $240 million and reducing
the interest rate to LIBOR plus 1.55% and the annual commitment fee to 1/4%.
The restated credit agreement expires in October 1997.
Automobile receivables-backed notes consist of the following (in thousands):
8
September 30 June 30
1996 1996
------------ -------
Series 1994-A notes, interest at 8.19%,
collateralized by certain finance
receivables in the principal amount
of $10,311, final maturity in
December 1999. $10,186 $13,671
Series 1995-A notes, interest at 6.55%,
collateralized by certain finance
receivables in the principal
amount of $45,204, final maturity
in September 2000. 44,245 54,176
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$54,431 $67,847
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NOTE 5 - INCOME TAXES
The Company's effective income tax rate on income before income taxes differs
from the U.S. statutory tax rate as follows:
Three Months Ended
September 30,
---------------------
1996 1995
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U.S. statutory tax rate 35.0% 35.0%
Other 3.5 1.0
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38.5% 36.0%
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NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments for interest costs and income taxes consist of the following (in
thousands):
Three Months Ended
September 30,
---------------------
1996 1995
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Interest costs (none capitalized) $ 2,995 $ 2,875
Income taxes 4 33
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Since September 1992, the Company has been in the business of purchasing and
servicing automobile sales finance contracts originated by franchised and
independent dealers. Finance receivables originated in this business are
referred to as indirect receivables. Finance receivables originated in
businesses previously operated by the Company are referred to as other
receivables.
Indirect owned finance receivables represent finance contracts held in the
Company's loan portfolio. The Company earns finance charge income on these
finance receivables. When indirect finance receivables are sold to special
purpose financing trusts (the "Trusts") in automobile receivables-backed
securities transactions, the Company recognizes a gain on sale of receivables
and continues to service such finance receivables. Indirect serviced finance
receivables represent finance contracts sold with servicing retained by the
Company. The Company earns servicing fee income for acting as servicer of
these finance receivables.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 1995
REVENUE:
The Company's average net owned and serviced finance receivables outstanding
consisted of the following (in thousands):
Three Months Ended
September 30,
----------------------
1996 1995
-------- --------
Indirect owned $218,667 $264,277
Indirect serviced 362,748
-------- --------
581,415 264,277
Other 1,000
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$581,415 $265,277
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-------- --------
10
Total average net owned and serviced finance receivables outstanding
increased by 119% as a result of higher loan purchase volume. The Company
purchased $175.9 million of indirect loans during the three months ended
September 30, 1996, compared to $74.7 million during the three months ended
September 30, 1995. This growth resulted from loan production at branches
open during both periods as well as expansion of the Company's loan
production capacity. The Company operated 60 branch offices as of September
30, 1996, compared to 35 as of September 30, 1995.
The Company's finance charge income consisted of the following (in thousands):
Three Months Ended
September 30,
---------------------
1996 1995
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Indirect $10,764 $13,362
Other 15
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$10,764 $13,377
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The decrease in finance charge income is due to a reduction of 17% in average
net indirect owned finance receivables outstanding. Prior to December 1995,
all of the finance contracts purchased by the Company were held as indirect
owned finance receivables in the Company's loan portfolio. The Company began
selling finance receivables to the Trusts in December 1995, reducing average
indirect owned finance receivables with corresponding increases in average
indirect serviced finance receivables. The Company's effective yield on its
owned finance receivables decreased to 19.5% from 20.0%.
Gain on sale of receivables of $12.6 million in the three months ended
September 30, 1996 resulted from the sale of $155.2 million of finance
receivables to the Trusts. The gain on sale of receivables amounted to 8.1%
of the sales proceeds. The Company did not sell any finance receivables to
the Trusts during the three months ended September 30, 1995.
Servicing fee income of $3.6 million in the three months ended September 30,
1996 represents net excess servicing fees and the Company's base servicing
fees and other fees earned for acting as servicer of the finance receivables
sold to the Trusts.
11
COSTS AND EXPENSES:
Operating expenses as an annualized percentage of average net owned and
serviced finance receivables outstanding decreased to 6.7% for the three
months ended September 30, 1996 as compared to 7.3% for the three months
ended September 30, 1995. The ratio improved as a result of economies of
scale realized from a growing finance receivables portfolio and automation of
loan origination, processing and servicing functions. The dollar amount of
operating expenses increased by $4.9 million, or 100%, primarily due to the
addition of branch offices and branch management and loan processing and
servicing staff.
The provision for losses decreased to $1.6 million as compared to $2.0
million. Further discussion concerning the provision for losses is included
under the caption, "Finance Receivables".
Interest expense increased to $3.2 million for the three months ended
September 30, 1996 from $3.1 million for the three months ended September 30,
1995 due to the higher debt levels necessary to fund the Company's increased
loan origination volume. Average debt outstanding was $163.3 million and
$144.9 million for the three months ended September 30, 1996 and 1995,
respectively. The Company's effective rate of interest paid on its debt
decreased to 7.8% from 8.5%.
The Company's effective income tax rate increased to 38.5% in the three
months ended September 30, 1996 from 36.0% in the three months ended
September 30, 1995 due to a larger portion of the Company's income being
generated in states which have higher tax rates.
FINANCE RECEIVABLES
The Company provides financing in relatively high-risk markets, and
therefore, charge-offs are anticipated. The Company records a periodic
provision for losses as a charge to operations and a related allowance for
losses in the consolidated balance sheets as a reserve against estimated
future losses in the indirect owned finance receivables portfolio. The
Company typically purchases individual finance contracts for a non-refundable
acquisition fee on a non-recourse basis. Such acquisition fees are also
recorded in the consolidated balance sheets as an allowance for losses. The
calculation of excess servicing receivable includes an allowance for
estimated future losses over the remaining term of the finance receivables
sold to the Trusts and serviced by the Company.
12
The Company reviews historical origination and charge-off relationships,
charge-off experience factors, collections information, delinquency reports,
estimates of the value of the underlying collateral, economic conditions and
trends and other information in order to make the necessary judgments as to
the appropriateness of the periodic provision for losses and the allowance
for losses. Although the Company uses many resources to assess the adequacy
of the allowance for losses, there is no precise method for accurately
estimating the ultimate losses in the finance receivables portfolio.
The following table presents certain data related to the finance receivables
portfolio (dollars in thousands):
September 30,
1996
---------------------------------------
Indirect Indirect Total
Owned Serviced Portfolio
-------- -------- ---------
Gross finance receivables $313,797 $460,798 $ 774,595
Unearned finance charges and fees (52,929) (79,741) (132,670)
-------- -------- ---------
Finance receivables 260,868 $381,057 $ 641,925
-------- ---------
-------- ---------
Allowance for losses (12,598) $ 36,295 (1) $ 48,893
-------- -------- ---------
-------- ---------
Finance receivables, net $248,270
--------
--------
Number of outstanding contracts 28,492 41,576 70,068
-------- -------- ---------
-------- -------- ---------
Average amount of outstanding
contract (principal amount)
(in dollars) $ 9,156 $ 9,165 $ 9,161
-------- -------- ---------
-------- -------- ---------
Allowance for losses as a percentage
of finance receivables 4.8% 9.5% 7.6%
-------- -------- ---------
-------- -------- ---------
(1) The allowance for losses related to indirect serviced finance receivables
is netted against excess servicing receivable in the Company's consolidated
balance sheets.
13
The following is a summary of net indirect owned and serviced finance
receivables which are more than 60 days delinquent (dollars in thousands):
September 30,
-------------
1996 1995
---- ----
Delinquent contracts $22,446 $8,421
Delinquent contracts as a percentage
of net indirect owned and serviced
finance receivables 3.5% 2.9%
The following table presents charge-off data with respect to the Company's net
indirect owned and serviced finance receivables portfolio (dollars in
thousands):
Three Months Ended
September 30,
--------------------
1996 1995
---- ----
Net charge-offs:
Indirect owned $4,751 $3,593
Indirect serviced 3,287
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$8,038 $3,593
------ ------
------ ------
Net charge-offs as an annualized percentage of
average net indirect owned and serviced
finance receivables outstanding 5.5% 5.4%
------ ------
------ ------
The Company recorded periodic provisions for losses as charges to operations
of $1,617,000 and $1,967,000 for the three months ended September 30, 1996
and 1995, respectively. The decreased loss provisions are a result of lower
average net indirect owned finance receivables outstanding.
The Company began its indirect automobile finance business in September 1992
and the Company has grown its net owned and serviced finance receivables
portfolio to $641.9 million as of September 30, 1996. The Company expects
that its delinquency and charge-offs will increase over time as the portfolio
matures and its finance receivables growth rate moderates. Accordingly, the
delinquency and charge-off data above is not necessarily indicative of
delinquency and charge-off experience that could be expected for a more
seasoned portfolio.
14
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash flows are summarized as follows (in thousands):
Three Months Ended
September 30,
------------------------
1996 1995
---- ----
Operating activities $ 14,707 $ 6,208
Investing activities (18,798) (45,490)
Financing activities 7,867 22,608
--------- ---------
Net increase (decrease) in
cash and cash equivalents $ 3,776 $(16,674)
--------- ---------
--------- ---------
In addition to the net change in cash and cash equivalents shown above, the
Company also had net decreases in investment securities of $55,000 and
$2,163,000 for the three months ended September 30, 1996 and 1995,
respectively. Such amounts are included as investing activities in the above
table.
The Company's primary sources of cash have been collections and recoveries on
its finance receivables portfolio, borrowings under its bank line of credit
and the issuance of automobile receivables-backed securities.
In October 1996, the Company expanded its line of credit arrangement with a
group of banks to provide for available borrowings of $240 million and
extended the maturity of the facility to October 1997. The Company utilizes
the line of credit to fund its daily lending activities and operations. A
total of $109.8 million was outstanding under the line of credit as of
September 30, 1996.
In August 1996, the Company completed its sixth automobile receivables-backed
securities transaction with the issuance of $175 million of automobile
receivables-backed securities through the AmeriCredit Automobile Receivables
Trust 1996-C. The proceeds from the transaction were used to repay a portion
of the borrowings then outstanding under the Company's bank line of credit.
The Company's primary use of cash has been purchases and originations of
finance receivables. The Company purchased $175.9 million of finance
contracts during the three months ended September 30, 1996 requiring cash of
$172.5 million, net of acquisition fees and other factors. The Company
operated 60 branch offices and had a number of marketing representatives as
of September 30, 1996. The Company plans to open twenty-one additional
branches in the remainder of fiscal 1997. The Company may also expand loan
production capacity
15
at existing offices where appropriate. While the Company has been able to
establish and grow its indirect automobile finance business thus far, there
can be no assurance that future expansion will be successful due to
competitive, regulatory, market, economic or other factors.
The Company's Board of Directors has authorized the repurchase of up to
6,000,000 shares of the Company's common stock. A total of 4,594,700 shares
at an aggregate purchase price of $27.3 million had been purchased pursuant
to this program through September 30, 1996.
As of September 30, 1996, the Company had $12.4 million in cash and cash
equivalents and investment securities. The Company also had available
borrowing capacity of $130.2 million under its bank line of credit. The
Company estimates that it will require additional external capital for the
remainder of fiscal 1997 in addition to these existing capital resources and
collections and recoveries on its finance receivables portfolio in order to
fund expansion of its indirect automobile lending business, capital
expenditures, additional common stock purchases and other costs and expenses.
The Company anticipates that such funding will be in the form of additional
automobile receivables-backed securities transactions, implemention of other
warehouse financing facilities and issuance of other debt securities. There
can be no assurance that funding will be available to the Company through
these sources, or if available, that it will be on terms acceptable to the
Company.
Since the Company's funding strategy is dependent upon the issuance of
interest-bearing securities and the incurrence of other debt, fluctuations in
interest rates impact the Company's profitability. The Company uses several
strategies to minimize the risk of interest rate fluctuations including the
use of hedging instruments and the regular sale of finance receivables to the
Trusts. There can be no assurance that these strategies will be effective in
minimizing interest rate risk or that increases in interest rates will not
have an adverse effect on the Company' profitability.
16
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not Applicable
Item 2. CHANGES IN SECURITIES
Not Applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
Item 5. OTHER INFORMATION
Not Applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits:
11.1 - Statement Re Computation of Per Share Earnings
27.1 - Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during
the quarterly period ended September 30, 1996.
17
SIGNATURE
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.
AmeriCredit Corp.
---------------------------------
(Registrant)
Date: November 13, 1996 By: /s/ Daniel E. Berce
---------------------------------
(Signature)
Daniel E. Berce
Chief Financial Officer
18