UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 March 31, 2001
--------------
OR
[_] 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 1-10667
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AmeriCredit Corp.
-----------------
(Exact name of registrant as specified in its charter)
Texas 75-2291093
------------------------------ ----------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
801 Cherry Street, Suite 3900, Fort Worth, Texas 76102
------------------------------------------------------
(Address of principal executive offices, including Zip Code)
(817) 302-7000
--------------
(Registrant's telephone number, including area code)
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 82,760,082 shares of common stock, $0.01 par value outstanding as of
April 30, 2001.
AMERICREDIT CORP.
INDEX TO FORM 10-Q
Part I. FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets - March 31, 2001
and June 30, 2000............................................... 3
Consolidated Statements of Income and Comprehensive
Income - Three Months and Nine Months Ended
March 31, 2001 and 2000......................................... 4
Consolidated Statements of Cash Flows - Nine Months
Ended March 31, 2001 and 2000................................... 5
Notes to Consolidated Financial Statements...................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 19
Item 3. Quantitative and Qualitative Disclosures About
Market Risk................................................... 35
Part II. OTHER INFORMATION
Item 1. Legal Proceedings............................................. 36
Item 2. Changes in Securities......................................... 36
Item 3. Defaults upon Senior Securities............................... 36
Item 4. Submission of Matters to a Vote of Security Holders........... 36
Item 5. Other Information............................................. 37
Item 6. Exhibits and Reports on Form 8-K.............................. 37
SIGNATURE............................................................................. 38
2
Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
AMERICREDIT CORP.
Consolidated Balance Sheets
(Unaudited, Dollars in Thousands)
March 31, 2001 June 30, 2000
-------------- -------------
ASSETS
Cash and cash equivalents $ 101,511 $ 42,916
Receivables held for sale, net 1,483,160 871,511
Interest-only receivables from Trusts 271,817 229,059
Investments in Trust receivables 442,806 341,707
Restricted cash 298,721 253,852
Property and equipment, net 48,627 44,535
Other assets 149,712 78,689
-------------- ---------------
Total assets $ 2,796,354 $ 1,862,269
============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Warehouse credit facilities $ 1,148,345 $ 487,700
Credit enhancement facility 60,756 66,606
Senior notes 375,000 375,000
Other notes payable 18,344 19,691
Funding payable 58,282 61,664
Accrued taxes and expenses 104,401 70,627
Deferred income taxes 102,556 92,402
-------------- ---------------
Total liabilities 1,867,684 1,173,690
-------------- ---------------
Shareholders' equity:
Preferred stock, $0.01 par value per share;
20,000,000 shares authorized, none issued
Common stock, $0.01 par value per share;
120,000,000 shares authorized; 87,824,893
and 83,726,534 shares issued 878 837
Additional paid-in capital 473,855 401,979
Accumulated other comprehensive income 60,565 44,803
Retained earnings 413,256 262,111
-------------- ---------------
948,554 709,730
Treasury stock, at cost (6,589,530 and
7,008,859 shares) (19,884) (21,151)
-------------- ---------------
Total shareholders' equity 928,670 688,579
-------------- ---------------
Total liabilities and shareholders' equity $ 2,796,354 $ 1,862,269
============== ===============
The accompanying notes are an integral part of these
consolidated financial statements
3
AMERICREDIT CORP.
Consolidated Statements of Income and Comprehensive Income
(Unaudited, Dollars in Thousands, Except Per Share Data)
Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
2001 2000 2001 2000
------------------------ ------------------------
Revenue
Finance charge income $ 61,017 $ 30,512 $158,512 $ 85,506
Gain on sale of receivables 79,674 52,923 212,433 151,165
Servicing fee income 74,423 44,645 197,128 120,528
Other income 2,038 1,953 7,029 4,697
------------------------ ------------------------
217,152 130,033 575,102 361,896
------------------------ ------------------------
Costs and expenses
Operating expenses 79,342 55,488 219,837 162,031
Provision for loan losses 8,635 3,986 21,960 11,229
Interest expense 30,915 17,858 87,541 48,263
Charge for closing
mortgage operations 10,500
------------------------ ------------------------
118,892 77,332 329,338 232,023
------------------------ ------------------------
Income before income taxes 98,260 52,701 245,764 129,873
Income tax provision 37,830 20,291 94,619 52,530
------------------------ ------------------------
Net income 60,430 32,410 151,145 77,343
------------------------ ------------------------
Other comprehensive income
Unrealized gain (loss) on
credit enhancement assets 18,583 (2,587) 102,100 10,281
Unrealized (loss) gain on cash
flow hedges (30,189) 1,315 (76,473) 10,522
Related income tax provision
(benefit) 4,469 489 (9,865) (7,983)
------------------------ ------------------------
Comprehensive income $ 53,293 $ 31,627 $ 166,907 $ 90,163
======================== ========================
Earnings per share
Basic $ 0.75 $ 0.43 $ 1.92 $ 1.07
======================== ========================
Diluted $ 0.70 $ 0.41 $ 1.78 $ 1.01
======================== ========================
Weighted average shares outstanding 80,079,906 74,869,550 78,520,489 72,110,495
======================== ========================
Weighted average shares and
assumed incremental shares 86,709,986 79,027,907 84,817,718 76,544,943
======================== ========================
The accompanying notes are an integral part of these
consolidated financial statements
4
AMERICREDIT CORP.
Consolidated Statements of Cash Flows
(Unaudited, Dollars in Thousands)
Nine Months Ended March 31,
---------------------------
2001 2000
---------------- ----------------
Cash flows from operating activities
Net income $ 151,145 $ 77,343
Adjustments to reconcile net income to
net cash provided by operating activities:
Non-cash charge for closing mortgage operations 6,566
Depreciation and amortization 14,893 13,527
Provision for loan losses 21,960 11,229
Deferred income taxes 36,706 9,584
Non-cash servicing fee income (64,775) (31,388)
Non-cash gain on sale of auto receivables (169,725) (138,753)
Distributions from Trusts 158,552 79,443
Changes in assets and liabilities:
Other assets (7,615) (9,972)
Accrued taxes and expenses 23,847 18,294
---------------- ----------------
Net cash provided by operating activities 164,988 35,873
---------------- ----------------
Cash flows from investing activities
Purchases of auto receivables (4,435,454) (3,166,671)
Originations of mortgage receivables (109,688)
Principal collections and recoveries on receivables 72,563 27,849
Net proceeds from sale of auto receivables 3,725,453 2,894,504
Net proceeds from sale of mortgage receivables 447 122,515
Initial deposits to restricted cash (82,151) (132,750)
Investment in Trust receivables (5,000)
Net change in credit enhancement facility (5,850) 45,000
Purchases of property and equipment (11,283) (6,891)
Change in other assets (53,481) (7,361)
---------------- ----------------
Net cash used in investing activities (794,756) (333,493)
---------------- ----------------
Cash flows from financing activities
Net change in warehouse credit facilities 660,645 209,988
Net payments on other notes payable (9,049) (8,263)
Proceeds from issuance of common stock 36,767 125,524
---------------- ----------------
Net cash provided by financing activities 688,363 327,249
---------------- ----------------
Net increase in cash and cash equivalents 58,595 29,629
Cash and cash equivalents at beginning of period 42,916 21,189
---------------- ----------------
Cash and cash equivalents at end of period $ 101,511 $ 50,818
================ ================
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 transactions and accounts have been eliminated in
consolidation.
The consolidated financial statements as of March 31, 2001, and for the periods
ended March 31, 2001 and 2000, are unaudited, but in management's opinion
include all adjustments necessary for a fair presentation of the results for
such interim periods. Certain prior year amounts have been reclassified to
conform to the current period presentation. 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. These interim period financial statements should be read
in conjunction with the Company's consolidated financial statements which are
included in the Company's Annual Report on Form 10-K for the year ended June 30,
2000.
In September 2000, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities, a replacement of
Financial Accounting Standards Board Statement No. 125" ("SFAS 140"), which
revises the standards for accounting for securitizations and other transfers of
financial assets and collateral and requires certain disclosures, but, carries
over most of Statement No. 125's provisions without reconsideration. SFAS 140 is
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001, and is effective for disclosures
relating to securitization transactions and collateral and for recognition and
reclassification of collateral for fiscal years ending after December 15, 2000.
The Company does not believe that the adoption of this statement will have a
material effect on the Company's financial position or results of operations.
6
NOTE 2 - RECEIVABLES HELD FOR SALE
Receivables held for sale consist of the following (in thousands):
March 31, 2001 June 30, 2000
----------------- -----------------
Auto receivables $ 1,524,264 $ 891,672
Less allowance for loan losses (43,383) (24,374)
------------------ ------------------
Auto receivables, net 1,480,881 867,298
Mortgage receivables 2,279 4,213
------------------ ------------------
$ 1,483,160 $ 871,511
================== ==================
A summary of the allowance for loan losses is as follows (in thousands):
Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
2001 2000 2001 2000
--------------------------------------------------
Balance at beginning of period $ 33,350 $ 16,861 $ 24,374 $ 11,841
Provision for loan losses 8,635 3,986 21,960 11,229
Acquisition fees 37,962 26,935 102,178 69,433
Allowance related to receivables
sold to Trusts (31,999) (24,827) (94,341) (66,164)
Net charge-offs (4,565) (2,467) (10,788) (5,851)
--------------------------------------------------
Balance at end of period $ 43,383 $ 20,488 $ 43,383 $ 20,488
==================================================
NOTE 3 - CREDIT ENHANCEMENT ASSETS
As of March 31, 2001 and June 30, 2000, the Company was servicing $7,577.0
million and $5,758.3 million, respectively, of auto receivables which have been
sold to certain special purpose financing trusts (the "Trusts"). The Company has
retained an interest in these receivables in the form of credit enhancement
assets.
Credit enhancement assets consist of the following (in thousands):
March 31, 2001 June 30, 2000
-------------- -------------
Interest-only receivables from Trusts $ 271,817 $229,059
Investments in Trust receivables 442,806 341,707
Restricted cash 298,721 253,852
------------------ ------------------
$1,013,344 $824,618
================== ==================
7
A summary of activity in the credit enhancement assets is as follows (in
thousands):
Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
2001 2000 2001 2000
--------------------------------------------------
Balance at beginning of period $ 973,094 $685,061 $ 824,618 $494,862
Non-cash gain on sale of auto
receivables 66,179 46,083 169,725 138,753
Accretion of present value discount 25,243 11,223 64,775 31,388
Initial deposits to restricted cash 11,917 40,750 82,151 132,750
Investment in Trust receivables 5,000
Change in unrealized gain (11,606) (1,272) 25,627 20,803
Distributions from Trusts (51,483) (42,732) (158,552) (79,443)
--------------------------------------------------
Balance at end of period $1,013,344 $739,113 $1,013,344 $739,113
==================================================
A summary of the allowance for loan losses included as a component of the
interest-only receivables is as follows (in thousands):
Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
2001 2000 2001 2000
--------------------------------------------------
Balance at beginning of period $695,854 $452,221 $ 563,102 $ 354,338
Assumptions for cumulative credit losses 150,614 106,883 413,916 302,289
Net charge-offs (72,477) (51,530) (203,027) (149,053)
--------------------------------------------------
Balance at end of period $773,991 $507,574 $ 773,991 $ 507,574
==================================================
NOTE 4 - WAREHOUSE CREDIT FACILITIES
Warehouse credit facilities consist of the following (in thousands):
March 31, 2001 June 30, 2000
-------------- -------------
Commercial paper facilities $ 629,725 $483,039
Medium term note facility 500,000
Canadian credit agreement 18,620 4,661
----------------- ----------------
$1,148,345 $487,700
================= ================
The Company has five separate funding agreements with administrative agents on
behalf of institutionally managed commercial paper conduits and bank groups with
aggregate structured warehouse financing availability of approximately $2
billion. Two of the commercial paper facilities provide for available structured
warehouse financing of $525 million and $275 million, respectively, through
September 2001. Another facility provides for available structured warehouse
financing of $400 million through March 2002.
8
The remaining facilities provide for available structured warehouse financing of
$500 million and $300 million, respectively, through June 2001.
Under these funding agreements, the Company transfers auto receivables to
special purpose finance subsidiaries of the Company, and these subsidiaries in
turn issue notes, collateralized by such auto receivables, to the agents. The
agents provide funding under the notes to the subsidiaries pursuant to an
advance formula and the subsidiaries forward the funds to the Company in
consideration for the transfer of auto receivables. While these subsidiaries are
included in the Company's consolidated financial statements, these subsidiaries
are separate legal entities and the auto receivables and other assets held by
the subsidiaries are legally owned by these subsidiaries and are not available
to creditors of AmeriCredit Corp. or its other subsidiaries. Advances under the
funding agreements bear interest at commercial paper, London Interbank Offered
Rates ("LIBOR") or prime rates plus specified fees depending upon the source of
funds provided by the agents. The funding agreements contain various covenants
requiring certain minimum financial ratios and results. The funding agreements
also require certain funds to be held in restricted cash accounts to provide
additional collateral for borrowings under the facilities. As of March 31, 2001,
and June 30, 2000, these restricted cash accounts totaled $12,910,000 and
$16,262,000, respectively, and are included in other assets in the consolidated
balance sheets.
In December 2000, the Company entered into a funding agreement with an
administrative agent on behalf of an institutionally managed medium term note
conduit. Under this arrangement, the conduit sold medium term notes totaling
$500 million and delivered the proceeds to a special purpose finance subsidiary
of the Company. This subsidiary in turn issued a $500 million note,
collateralized by auto receivables and cash, to the agent. The funding agreement
allows for the substitution of auto receivables (subject to an
over-collateralization formula) for cash, and vice versa, during the term of the
agreement, thus allowing the Company to use the medium term note proceeds to
finance auto receivables on a revolving basis through December 2003. While the
special purpose finance subsidiary is included in the Company's consolidated
financial statements, the subsidiary is a separate legal entity and the auto
receivables and other assets held by the subsidiary are legally owned by the
subsidiary and are not available to creditors of AmeriCredit Corp. or its other
subsidiaries. The note issued by the subsidiary under the funding agreement
bears interest at LIBOR plus specified fees. The funding agreement contains
various covenants requiring certain minimum financial ratios and results. The
funding agreement also requires certain funds to be held in a restricted cash
account to provide additional collateral under the note. As of March 31, 2001,
this restricted cash account totaled $12,884,000 and is included in other assets
in the consolidated balance sheets.
The Company's Canadian subsidiary has a convertible revolving term credit
agreement with a bank, under which the subsidiary may borrow up to $30 million
Cdn., subject to a defined borrowing base. Borrowings under the credit agreement
are collateralized by certain Canadian auto receivables and bear
9
interest at the Canadian prime rate. The credit agreement, which expires in May
2001, contains various restrictive covenants requiring certain minimum financial
ratios and results.
NOTE 5 - CREDIT ENHANCEMENT FACILITY
The Company has a credit enhancement facility with a financial institution under
which the Company may borrow up to $225 million to fund a portion of the initial
restricted cash deposit required in its securitization transactions. Borrowings
under the credit enhancement facility are available on a revolving basis through
October 2001 and are collateralized by the Company's credit enhancement assets.
The facility contains covenants requiring certain asset performance ratios. The
Company has alternatively utilized reinsurance arrangements to reduce the
initial restricted cash deposit. These reinsurance arrangements do not represent
funded debt, and therefore are not recorded as such on the Company's
consolidated balance sheets.
NOTE 6 - CHARGE FOR CLOSING MORTGAGE OPERATIONS
As a result of declining premiums received for the sale of mortgage loans in the
secondary markets, during the second quarter ended December 31, 1999, the
Company ceased wholesale originations of mortgage loans and closed its mortgage
loan production and processing offices.
The Company recognized a pre-tax charge of $10.5 million during the three months
ended December 31, 1999, related to the closing of the mortgage operations. The
charge consists of a $6.6 million write-off of goodwill, $2.0 million of
reserves against mortgage receivables held for sale and $1.9 million of
severance, facility closing and other costs. Since the goodwill write-off is not
deductible for income tax reporting purposes, the charge amounted to
approximately $9.0 million after related income tax benefits. Reserves and
accrued costs remaining at March 31, 2001, were $0.9 million.
NOTE 7 - SUPPLEMENTAL INFORMATION
Cash payments for interest costs and income taxes consist of the following (in
thousands):
Nine Months Ended
March 31,
---------
2001 2000
------------------------------
Interest costs (none capitalized) $84,062 $45,500
Income taxes 60,334 37,611
During the nine months ended March 31, 2001 and 2000, the Company entered into
capital lease agreements for property and equipment of $7,702,000 and
$11,787,000, respectively.
10
NOTE 8 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company adopted Statement of Financial Accounting Standards No. 138,
Accounting for Certain Derivative Instruments and Hedging Activities - an
amendment of FASB Statement No. 133" ("SFAS 138"), on July 1, 2000. Pursuant to
SFAS 138, all derivative instruments are recognized as either assets or
liabilities in the balance sheet and are measured at fair value. The Company
formally documents all relationships between hedging instruments and hedged
items, as well as its risk management objective and strategy for undertaking
various hedge transactions.
Derivative instruments are utilized to manage the gross interest rate spread on
the Company's securitization transactions, thereby hedging the estimated future
excess cash flows to be received by the Company over the life of the
securitization. The Company sells fixed rate auto receivables to Trusts that, in
turn, sell either fixed rate or floating rate securities to investors. The
interest rates on the floating rate securities issued by the Trusts are indexed
to the one-month London Interbank Offered Rates. The Company uses interest rate
swap agreements to convert the floating rate exposures on these securities to a
fixed rate. The Company monitors the cash flow hedge effectiveness at interim
and annual reporting dates. At March 31, 2001, the amount of ineffectiveness
related to the interest rate swaps is not considered to be material. The fair
value of the interest rate swaps is included in the valuation of interest-only
receivables from Trusts in the Company's consolidated balance sheets. Changes in
the fair value of the interest rate swaps is generally offset by a change in the
fair value of the Company's credit enhancement assets.
The Company also utilizes interest rate caps as part of its interest-rate
risk-management strategy for securitization transactions as well as for
warehouse credit facilities. The purchaser of the interest rate cap pays a
premium in return for the right to receive the difference in the interest cost
at any time a specified index of market interest rates rises above the
stipulated "cap" rate. The interest rate cap purchaser bears no obligation or
liability if interest rates fall below the "cap" rate. The Company's special
purpose finance subsidiaries are contractually required to purchase interest
rate cap agreements as credit enhancement in connection with securitization
transactions and warehouse credit facilities. The Company simultaneously sells a
corresponding interest rate cap agreement in order to offset the purchased
interest rate cap agreement. The fair value of the interest rate cap agreements
are included in other assets and accrued taxes and expenses on the Company's
consolidated balance sheets.
NOTE 9 - GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS
The payment of principal, premium, if any, and interest on the Company's senior
notes is guaranteed by certain of the Company's subsidiaries (the "Subsidiary
Guarantors"). The separate financial statements of the Subsidiary Guarantors are
not included herein because the Subsidiary Guarantors are wholly-owned
11
consolidated subsidiaries of the Company and are jointly, severally and
unconditionally liable for the obligations represented by the senior notes.
The following consolidating financial statement schedules present consolidating
financial data for (i) AmeriCredit Corp. (on a parent only basis), (ii) the
combined Subsidiary Guarantors, (iii) the combined Non-Guarantor Subsidiaries,
(iv) an elimination column for adjustments to arrive at the information for the
Company and its subsidiaries on a consolidated basis and (v) the Company and its
subsidiaries on a consolidated basis.
Investments in subsidiaries are accounted for by the parent company using the
equity method for purposes of this presentation. Earnings of subsidiaries are
therefore reflected in the parent company's investment accounts and earnings.
The principal elimination entries set forth below eliminate investments in
subsidiaries and intercompany balances and transactions.
12
AmeriCredit Corp.
Consolidating Balance Sheet
March 31, 2001
(Unaudited, Dollars in Thousands)
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
ASSETS
Cash and cash equivalents $ 73,118 $ 28,393 $ 101,511
Receivables held for sale,
net 276,941 1,206,219 1,483,160
Interest-only receivables
from Trusts $ 4,156 267,661 271,817
Investments in Trust
receivables 442,806 442,806
Restricted cash 298,721 298,721
Property and equipment, net 349 48,278 48,627
Other assets 10,476 106,062 33,174 149,712
Due (to) from affiliates 640,539 (1,810,716) 1,170,177
Investment in affiliates 495,051 1,846,256 13,321 $(2,354,628)
------------ ------------ ------------ ------------ ------------
Total assets $ 1,150,571 $ 539,939 $ 3,460,472 $(2,354,628) $ 2,796,354
============ ============ ============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Warehouse credit facilities $ 18,620 $ 1,129,725 $ 1,148,345
Credit enhancement facility 60,756 60,756
Senior notes $ 375,000 375,000
Other notes payable 18,344 18,344
Funding payable 57,979 303 58,282
Accrued taxes and expenses 14,601 82,639 7,161 104,401
Deferred income taxes (186,044) (55,712) 344,312 102,556
------------ ------------ ------------ ------------ ------------
Total liabilities 221,901 103,526 1,542,257 1,867,684
------------ ------------ ------------ ------------ ------------
Shareholders' equity:
Common stock 878 30 $ (30) 878
Additional paid-in capital 473,855 47,397 1,346,069 (1,393,466) 473,855
Accumulated other
comprehensive income 60,565 60,565 (60,565) 60,565
Retained earnings 413,256 388,986 511,581 (900,567) 413,256
------------ ------------ ------------ ------------ ------------
948,554 436,413 1,918,215 (2,354,628) 948,554
Treasury stock (19,884) (19,884)
------------ ------------ ------------ ------------ ------------
Total shareholders' equity 928,670 436,413 1,918,215 (2,354,628) 928,670
------------ ------------ ------------ ------------ ------------
Total liabilities and
shareholders' equity $ 1,150,571 $ 539,939 $ 3,460,472 $(2,354,628) $ 2,796,354
============ ============ ============ ============ ============
13
AmeriCredit Corp.
Consolidating Balance Sheet
June 30, 2000
(Unaudited, Dollars in Thousands)
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
ASSETS
Cash and cash equivalents $ 30,705 $ 12,211 $ 42,916
Receivables held for sale, net 284,851 586,660 871,511
Interest-only receivables
from Trusts $ 1,019 228,040 229,059
Investments in Trust
receivables 341,707 341,707
Restricted cash 253,852 253,852
Property and equipment, net 349 44,186 44,535
Other assets 11,529 40,781 26,379 78,689
Due (to) from affiliates 675,339 (701,473) 26,134
Investment in affiliates 318,749 632,534 2,641 $ (953,924)
------------ ------------ ------------ ------------ ------------
Total assets $ 1,006,985 $ 331,584 $ 1,477,624 $ (953,924) $ 1,862,269
============ ============ ============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Warehouse credit facilities $ 4,661 $ 483,039 $ 487,700
Credit enhancement facility 66,606 66,606
Senior notes $ 375,000 375,000
Other notes payable 19,691 19,691
Funding payable 61,519 145 61,664
Accrued taxes and expenses 14,058 49,837 6,732 70,627
Deferred income taxes (90,343) (60,323) 243,068 92,402
------------ ------------ ------------ ------------ ------------
Total liabilities 318,406 55,694 799,590 1,173,690
------------ ------------ ------------ ------------ ------------
Shareholders' equity:
Common stock 837 30 $ (30) 837
Additional paid-in capital 401,979 40,096 267,618 (307,714) 401,979
Accumulated other
comprehensive income 44,803 44,803 (44,803) 44,803
Retained earnings 262,111 235,764 365,613 (601,377) 262,111
------------ ------------ ------------ ------------ ------------
709,730 275,890 678,034 (953,924) 709,730
Treasury stock (21,151) (21,151)
------------ ------------ ------------ ------------ ------------
Total shareholders' equity 688,579 275,890 678,034 (953,924) 688,579
------------ ------------ ------------ ------------ ------------
Total liabilities and
shareholders' equity $ 1,006,985 $ 331,584 $ 1,477,624 $ (953,924) $ 1,862,269
============ ============ ============ ============ ============
14
AmeriCredit Corp.
Consolidating Income Statement
Nine Months Ended March 31, 2001
(Unaudited, Dollars in Thousands)
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
Revenue
Finance charge income $ 63,293 $ 95,219 $ 158,512
Gain on sale of receivables $ (263) 31,977 180,719 212,433
Servicing fee income 187,148 58,957 $(48,977) 197,128
Other income 33,789 5,207 1,822 (33,789) 7,029
Equity in income of
affiliates 153,222 145,968 (299,190)
------------ ------------ ------------ ------------ ------------
186,748 433,593 336,717 (381,956) 575,102
------------ ------------ ------------ ------------ ------------
Costs and expenses
Operating expenses 245 268,444 125 (48,977) 219,837
Provision for loan losses 6,260 15,700 21,960
Interest expense 36,656 1,127 83,547 (33,789) 87,541
------------ ------------ ------------ ------------ ------------
36,901 275,831 99,372 (82,766) 329,338
------------ ------------ ------------ ------------ ------------
Income before income taxes 149,847 157,762 237,345 (299,190) 245,764
Income tax (benefit) provision (1,298) 4,540 91,377 94,619
------------ ------------ ------------ ------------ ------------
Net income $ 151,145 $ 153,222 $ 145,968 $ (299,190) $ 151,145
============ ============ ============ ============ ============
15
AmeriCredit Corp.
Consolidating Income Statement
Nine Months Ended March 31, 2000
(Unaudited, Dollars in Thousands)
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
------------ ----------- ---------- ------------ ------------
Revenue:
Finance charge income $ 54,546 $ 30,960 $ 85,506
Gain on sale of receivables $ (14) 13,578 137,601 151,165
Servicing fee income 115,511 29,652 $ (24,635) 120,528
Other income 33,519 4,010 675 (33,507) 4,697
Equity in income of
affiliates 75,763 91,210 (166,973)
------------ ----------- ---------- ------------ ------------
109,268 278,855 198,888 (225,115) 361,896
------------ ----------- ---------- ------------ ------------
Costs and expenses:
Operating expenses 359 186,245 62 (24,635) 162,031
Provision for loan losses 5,967 5,262 11,229
Interest expense 30,578 5,937 45,255 (33,507) 48,263
Charge for closing
mortgage operations 10,500 10,500
------------ ----------- ---------- ------------ ------------
30,937 208,649 50,579 (58,142) 232,023
------------ ----------- ---------- ------------ ------------
Income (loss) before income taxes 78,331 70,206 148,309 (166,973) 129,873
Income tax provision (benefit) 988 (5,557) 57,099 52,530
------------ ----------- ---------- ------------ ------------
Net income (loss) $ 77,343 $ 75,763 $ 91,210 $ (166,973) $ 77,343
============ =========== ========== ============ ============
16
AmeriCredit Corp.
Consolidating Statement of Cash Flows
Nine Months Ended March 31, 2001
(Unaudited, Dollars in Thousands)
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
------------ ---------- ------------ ------------ ------------
Cash flow from operating activities:
Net income $ 151,145 $ 153,222 $ 145,968 $ (299,190) $ $151,145
Adjustments to reconcile net incomee
to net cash provided by operating
activities:
Depreciation and amortization 14,893 14,893
Provision for loan losses 6,260 15,700 21,960
Deferred income taxes (59,284) 4,611 91,379 36,706
Non-cash servicing fee income (64,775) (64,775)
Non-cash gain on sale of
auto receivables (169,725) (169,725)
Distributions from Trusts 158,552 158,552
Equity in income of affiliates (153,222) (145,968) 299,190
Changes in assets and liabilities:
Other assets 1,053 (11,228) 2,560 (7,615)
Accrued taxes and expenses 543 22,875 429 23,847
------------- ------------ ----------- ------------ ------------
Net cash (used) provided by
Operating activities (59,765) 44,665 180,088 164,988
------------- ------------ ----------- ------------ ------------
Cash flows from investing activities:
Purchase of auto receivables (4,435,454) (4,444,511) 4,444,511 (4,435,454)
Principal collections and
recoveries on receivables (11,394) 83,957 72,563
Net proceeds from sale of
auto receivables 4,444,511 3,725,453 (4,444,511) 3,725,453
Net proceeds from sale of
mortgage receivables 447 447
Initial deposits to
restricted cash (82,151) (82,151)
Investment in Trust
receivables (5,000) (5,000)
Net change in credit
enhancement facility (5,850) (5,850)
Purchases of property and
equipment (11,283) (11,283)
Change in other assets (44,126) (9,355) (53,481)
Net change in investment in
affiliates (7,318) (1,067,754) (10,680) 1,085,752
------------- ------------ ----------- ------------ ------------
Net cash used by investing
activities (7,318) (1,125,053) (748,137) 1,085,752 (794,756)
------------- ------------ ----------- ------------ ------------
Cash flows from financing activities:
Net change in warehouse
credit facilities 13,959 646,686 660,645
Net payments on other notes payable (9,049) (9,049)
Proceeds from issuance of
common stock 36,767 7,301 1,078,451 (1,085,752) 36,767
Net change in due (to) from
affiliates 39,365 1,101,541 (1,140,906)
------------ ----------- ------------ ------------ ------------
Net cash provided by financing
activities 67,083 1,122,801 584,231 (1,085,752) 688,363
------------ ----------- ------------ ------------ ------------
Net increase in cash
and cash equivalents 42,413 16,182 58,595
Cash and cash equivalents at
beginning of period 30,705 12,211 42,916
------------ ----------- ------------ ------------ ------------
Cash and cash equivalents at
end of period $ $ 73,118 $ 28,393 $ $ 101,511
============ =========== ============ ============ ============
17
AmeriCredit Corp.
Consolidating Statement of Cash Flow
Nine Months Ended March 31, 2000
(Unaudited, Dollars in Thousands)
AmeriCredit Non-
Corp. Guarantors Guarantors Eliminations Consolidated
------------- ------------ ------------ ------------ ------------
Cash flow from operating activities:
Net income $ 77,343 $ 75,763 $ 91,210 $ (166,973) $ 77,343
Adjustments to reconcile net income
to net cash provided by operating
activities:
Non-cash charge for closing
mortgage operations 6,566 6,566
Depreciation & amortization 13,527 13,527
Provision for loan losses 5,967 5,262 11,229
Deferred income taxes (28,882) (18,838) 57,304 9,584
Non-cash servicing fee
income (31,388) (31,388)
Non-cash gain on sale of
auto receivables (138,753) (138,753)
Distributions from Trusts 79,443 79,443
Equity in income of
affiliates (75,763) (91,210) 166,973
Changes in assets and liabilities:
Other assets 735 (9,358) (1,349) (9,972)
Accrued taxes & expenses 7,563 9,220 1,511 18,294
------------- ------------ ----------- ------------ ------------
Net cash (used) provided by
operating activities (19,004) (8,363) 63,240 35,873
------------- ------------ ----------- ------------ ------------
Cash flows from investing activities:
Purchase of auto receivables (3,166,671) (3,084,178) 3,084,178 (3,166,671)
Originations of mortgage
receivables (109,688) (109,688)
Principal collections and
recoveries on receivables (6,514) 34,363 27,849
Net proceeds from sale of
auto receivables 3,084,178 2,894,504 (3,084,178) 2,894,504
Net proceeds from sale of
mortgage receivables 122,515 122,515
Initial deposits to
restricted cash (132,750) (132,750)
Net change in credit
enhancement facility 45,000 45,000
Purchases of property and
equipment (6,891) (6,891)
Increase in other assets 1,915 (9,276) (7,361)
Net change in investment in
affiliates 20,104 (26,822) (50) 6,768
------------- ------------ ----------- ------------ ------------
Net cash provided (used) by
investing activities 20,104 (107,978) (252,387) 6,768 (333,493)
------------- ------------ ----------- ------------ ------------
Cash flows from financing activities:
Net change in warehouse
credit facilities (16,312) 226,300 209,988
Net payments on other notes
payable (8,263) (8,263)
Proceeds from issuance of
common stock 125,524 1,685 5,083 (6,768) 125,524
Net change in due (to) from
affiliates (118,361) 174,640 (56,279)
------------- ----------- ----------- ------------ ------------
Net cash (used) provided by
financing activities (1,100) 160,013 175,104 (6,768) 327,249
------------- ----------- ----------- ------------ ------------
Net increase (decrease) in cash
and cash equivalents 43,672 (14,043) 29,629
Cash and cash equivalents at
beginning of period 20,246 943 21,189
------------- ----------- ----------- ------------ ------------
Cash and cash equivalents at
end of period $ $ 63,918 $ (13,100) $ $ 50,818
============ =========== =========== ============ ============
18
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company generates earnings and cash flow primarily from the purchase,
securitization and servicing of auto receivables. The Company purchases auto
finance contracts from franchised and select independent automobile dealerships.
To fund the acquisition of receivables prior to securitization, the Company
utilizes borrowings under its warehouse credit facilities. The Company generates
finance charge income on its receivables pending securitization ("receivables
held for sale") and pays interest expense on borrowings under its warehouse
credit facilities.
The Company sells receivables to securitization trusts ("Trusts") that, in turn
sell asset-backed securities to investors. By securitizing its receivables, the
Company is able to lock in the gross interest rate spread between the yield on
such receivables and the interest rate payable on the asset-backed securities.
The Company recognizes a gain on the sale of receivables to the Trusts, which
represents the difference between the sale proceeds to the Company, net of
transaction costs, and the Company's net carrying value of the receivables, plus
the present value of the estimated future excess cash flows to be received by
the Company over the life of the securitization. Excess cash flows result from
the difference between the interest received from the obligors on the
receivables and the interest paid to investors in the asset-backed securities,
net of credit losses and expenses.
Excess cash flows from the Trusts are initially utilized to fund credit
enhancement requirements to secure financial guaranty insurance policies issued
by an insurance company and protect investors in the asset-backed securities
from losses. Once predetermined credit enhancement requirements are reached and
maintained, excess cash flows are distributed to the Company. In addition to
excess cash flows, the Company earns monthly base servicing fee income of 2.25%
per annum on the outstanding principal balance of receivables securitized
("serviced receivables").
In November 1996, the Company acquired AmeriCredit Mortgage Services ("AMS"),
which originated and sold mortgage loans. Receivables originated in this
business are referred to as mortgage receivables. Such receivables were
generally packaged and sold for cash on a servicing released whole-loan basis.
Deterioration in the wholesale loan markets caused premiums received by AMS for
the sale of mortgage loans to decrease. As a result, during October 1999,
Company management assessed various options with respect to the operations of
AMS and decided to cease the operations of AMS. The AMS wholesale mortgage loan
production and processing offices were closed, and the assets of AMS are being
liquidated.
19
RESULTS OF OPERATIONS
Three Months Ended March 31, 2001 as compared to
- ------------------------------------------------
Three Months Ended March 31, 2000
---------------------------------
Revenue:
The Company's average managed receivables outstanding consisted of the following
(in thousands):
Three Months Ended
March 31,
------------------------------
2001 2000
-------------- --------------
Auto:
Held for sale $1,167,508 $ 533,259
Serviced 7,451,125 5,060,612
-------------- --------------
8,618,633 5,593,871
Mortgage 2,619 11,849
-------------- --------------
$8,621,252 $5,605,720
============== ==============
Average managed receivables outstanding increased by 54% as a result of higher
loan purchase volume. The Company purchased $1,653.2 million of auto loans
during the three months ended March 31, 2001, compared to purchases of $1,155.1
million during the three months ended March 31, 2000. This growth resulted from
loan production at branches open during both periods as well as expansion of the
Company's branch network. Loan purchases at branch offices opened prior to March
31, 1999, were 17% higher for the twelve months ended March 31, 2001, versus the
twelve months ended March 31, 2000. The Company operated 217 auto lending branch
offices as of March 31, 2001, compared to 186 as of March 31, 2000.
The average new loan size was $15,321 for the three months ended March 31, 2001,
compared to $14,145 for the three months ended March 31, 2000. The average
annual percentage rate for loans purchased during the three months ended March
31, 2001, was 19.1%, compared to 19.2% during the three months ended March 31,
2000.
Finance charge income increased by 100% to $61.0 million for the three months
ended March 31, 2001, from $30.5 million for the three months ended March 31,
2000. Finance charge income was higher due primarily to an increase of 119% in
average auto receivables held for sale in the three months ended March 31, 2001,
versus the three months ended March 31, 2000. The Company's effective yield on
its auto receivables held for sale decreased to 21.2% for the three months ended
March 31, 2001, from 23.0% for the three months ended March 31, 2000. The
effective yield is higher than the contractual rates of the Company's auto
finance contracts as a result of finance charge income earned
20
between the date the auto finance contract is originated by the automobile
dealership and the date the auto finance contract is funded by the Company. The
effective yield decreased for the three months ended March 31, 2001, due to
lower levels of finance charges earned between the origination date and funding
date.
The gain on sale of receivables rose by 51% to $79.7 million for the three
months ended March 31, 2001, from $52.9 million for the three months ended March
31, 2000. The increase in gain on sale of auto receivables resulted from the
sale of $1,300.0 million of receivables in the three months ended March 31,
2001, as compared to $1,025.0 million of receivables sold in the three months
ended March 31, 2000. The gain as a percentage of the sales proceeds increased
to 6.1% for the three months ended March 31, 2001, from 5.2% for the three
months ended March 31, 2000, as a result of a decrease in U.S. Treasury and
other short term interest rates.
Significant assumptions used in determining the gain on sale of auto receivables
and fair value of credit enhancement assets were as follows:
Three Months Ended
March 31,
-----------------------------
2001 2000
-------------- -------------
Cumulative credit losses (including
deferred gains) 11.7% 10.9%
Discount rate used to estimate
present value:
Interest-only receivables from Trusts 14.0% 12.0%
Investment in Trust receivables 9.8% 7.8%
Restricted cash 9.8% 7.8%
The discount rates used to estimate the present value of credit enhancement
assets are based on the relative risks of each asset type. Interest-only
receivables represent estimated future excess cash flows in the Trusts, which
involves a greater degree of risk than investments in Trust receivables and
restricted cash. Investments in Trust receivables and restricted cash represent
assets currently held by the Trustee and are senior to the interest-only
receivables for credit enhancement purposes.
The Company increased the discount rate used in determining the gain on sale of
auto receivables effective for auto receivables sold subsequent to June 1, 2000.
The discount rate used to estimate the present value of interest-only
receivables from Trusts increased to 14.0% from 12.0% and the discount rate used
to estimate the present value of investments in Trust receivables and restricted
cash increased to 9.8% from 7.8%. The increased discount rate results only in a
difference in the timing of revenue recognition from securitizations and has no
effect on the Company's estimate of expected excess cash flows from such
transactions. While the total amount of revenue recognized over the term of a
securitization transaction is the same, a higher discount rate results in (i)
lower initial gains on the sale of receivables and (ii) higher subsequent
servicing fee income from accretion of the additional discount.
21
Servicing fee income increased to $74.4 million, or 4.1% of average serviced
auto receivables, for the three months ended March 31, 2001, compared to $44.6
million, or 3.5% of average serviced auto receivables, for the three months
ended March 31, 2000. Servicing fee income represents accretion of the present
value discount on estimated future excess cash flows from the Trusts, base
servicing fees and other fees earned by the Company as servicer of the auto
receivables sold to the Trusts. The growth in servicing fee income is
attributable to the increase in average serviced auto receivables outstanding
for the three months ended March 31, 2001, compared to the three months ended
March 31, 2000.
Costs and Expenses:
Operating expenses as an annualized percentage of average managed receivables
outstanding decreased to 3.7% for the three months ended March 31, 2001,
compared to 4.0% for the three months ended March 31, 2000. The ratio improved
as a result of economies of scale realized from a growing receivables portfolio
and automation of loan origination, processing and servicing functions. The
dollar amount of operating expenses increased by $23.9 million, or 43%,
primarily due to the addition of auto branch offices and loan processing and
servicing staff.
The provision for loan losses increased to $8.6 million for the three months
ended March 31, 2001, from $4.0 million for the three months ended March 31,
2000, due to higher average amounts of receivables held for sale. As a
percentage of average receivables held for sale, the provision for loan losses
was 3.0% for the three months ended March 31, 2001 and 2000.
Interest expense increased to $30.9 million for the three months ended March 31,
2001, from $17.9 million for the three months ended March 31, 2000, due to
higher debt levels. Average debt outstanding was $1,377.1 million and $709.0
million for the three months ended March 31, 2001 and 2000, respectively. The
Company's effective rate of interest paid on its debt decreased to 9.1% for the
three months ended March 31, 2001, from 10.1% for the three months ended March
31, 2000, due to lower short term interest rates.
The Company's effective income tax rate was 38.5% for the three months ended
March 31, 2001 and 2000.
22
Nine Months Ended March 31, 2001 as compared to
- -----------------------------------------------
Nine Months Ended March 31, 2000
--------------------------------
Revenue:
The Company's average managed receivables outstanding consisted of the following
(in thousands):
Nine Months Ended
March 31,
------------------------------
2001 2000
-------------- --------------
Auto:
Held for sale $ 975,265 $ 496,599
Serviced 6,857,243 4,514,551
-------------- --------------
7,832,508 5,011,150
Mortgage 3,379 27,431
-------------- --------------
$7,835,887 $5,038,581
============== ==============
Average managed receivables outstanding increased by 56% as a result of higher
loan purchase volume. The Company purchased $4,440.9 million of auto loans
during the nine months ended March 31, 2001, compared to purchases of $3,167.8
million during the nine months ended March 31, 2000. This growth resulted from
loan production at branches open during both periods as well as expansion of the
Company's branch network. Loan purchases at branch offices opened prior to March
31, 1999, were 17% higher for the twelve months ended March 31, 2001, versus the
twelve months ended March 31, 2000. The Company operated 217 auto lending branch
offices as of March 31, 2001, compared to 186 as of March 31, 2000.
The average new loan size was $15,219 for the nine months ended March 31, 2001,
compared to $14,128 for the nine months ended March 31, 2000. The average annual
percentage rate for loans purchased during the nine months ended March 31, 2001,
was 19.2%, compared to 18.7% during the nine months ended March 31, 2000. The
increased annual percentage rate is the result of pricing increases implemented
in the third quarter of fiscal 2000 in response to rising short-term interest
rates.
Finance charge income consisted of the following (in thousands):
Nine Months Ended
March 31,
------------------------------
2001 2000
-------------- --------------
Auto $158,512 $84,449
Mortgage 1,057
-------------- --------------
$158,512 $85,506
============== ==============
23
The increase in finance charge income is due primarily to an increase of 96% in
average auto receivables held for sale in the nine months ended March 31, 2001,
versus the nine months ended March 31, 2000. The Company's effective yield on
its auto receivables held for sale decreased to 21.7% for the nine months ended
March 31, 2001, from 22.6% for the nine months ended March 31, 2000. The
effective yield is higher than the contractual rates of the Company's auto
finance contracts as a result of finance charge income earned between the date
the auto finance contract is originated by the automobile dealership and the
date the auto finance contract is funded by the Company. The effective yield
decreased for the nine months ended March 31, 2001, due to lower levels of
finance charges earned between the origination date and funding date.
The gain on sale of receivables consisted of the following (in thousands):
Nine Months Ended
March 31,
------------------------------
2001 2000
-------------- --------------
Auto $212,433 $149,654
Mortgage 1,511
-------------- --------------
$212,433 $151,165
============== ==============
The increase in gain on sale of auto receivables resulted from the sale of
$3,800.0 million of receivables in the nine months ended March 31, 2001, as
compared to $2,925.0 million of receivables sold in the nine months ended March
31, 2000. The gain as a percentage of the sales proceeds increased to 5.6% for
the nine months ended March 31, 2001, from 5.1% for the nine months ended March
31, 2000, as a result of a decrease in U.S. Treasury and other short term
interest rates.
Significant assumptions used in determining the gain on sale of auto receivables
were as follows:
Nine Months Ended
March 31,
------------------------------
2001 2000
-------------- --------------
Cumulative credit losses (including
deferred gains) 11.2% 10.9%
Discount rate used to estimate
present value:
Interest-only receivables from Trusts 14.0% 12.0%
Investment in Trust receivables 9.8% 7.8%
Restricted cash 9.8% 7.8%
The discount rates used to estimate the present value of credit enhancement
assets are based on the relative risks of each asset type. Interest-only
receivables represent estimated future excess cash flows in the Trusts, which
involves a greater degree of risk than investments in Trust receivables and
restricted cash. Investments in Trust receivables and restricted cash
24
represent assets currently held by the Trustee and are senior to the interest-
only receivables for credit enhancement purposes.
Servicing fee income increased to $197.1 million, or 3.8% of average serviced
auto receivables, for the nine months ended March 31, 2001, as compared to
$120.5 million, or 3.6% of average serviced auto receivables, for the nine
months ended March 31, 2000. Servicing fee income represents accretion of the
present value discount on estimated future excess cash flows from the Trusts,
base servicing fees and other fees earned by the Company as servicer of the auto
receivables sold to the Trusts. The growth in servicing fee income is
attributable to the increase in average serviced auto receivables outstanding
for the nine months ended March 31, 2001, compared to the nine months ended
March 31, 2000.
Costs and Expenses:
Operating expenses as an annualized percentage of average managed receivables
outstanding decreased to 3.7% for the nine months ended March 31, 2001, compared
to 4.3% (4.2% excluding operating expenses of $2.1 million related to the
mortgage business) for the nine months ended March 31, 2000. The ratio improved
as a result of economies of scale realized from a growing receivables portfolio
and automation of loan origination, processing and servicing functions. The
dollar amount of operating expenses increased by $57.8 million, or 36%,
primarily due to the addition of auto lending branch offices and management and
auto loan processing and servicing staff.
The provision for loan losses increased to $22.0 million for the nine months
ended March 31, 2001, from $11.2 million for the nine months ended March 31,
2000, due to higher average amounts of auto receivables held for sale. As a
percentage of average receivables held for sale, the provision for loan losses
was 3.0% for the nine months ended March 31, 2001 and 2000.
Interest expense increased to $87.5 million for the nine months ended March 31,
2001, from $48.3 million for the nine months ended March 31, 2000, due to higher
debt levels. Average debt outstanding was $1,191.4 million and $649.3 million
for the nine months ended March 31, 2001 and 2000, respectively. The Company's
effective rate of interest paid on its debt was 9.8% and 9.9% for the nine
months ended March 31, 2001 and 2000, respectively.
The Company's effective income tax rate was 38.5% and 40.5% for the nine months
ended March 31, 2001 and 2000, respectively. The effective income tax rate was
higher for the nine months ended March 31, 2000, due to the non-deductible
write-off of goodwill from the closing of the mortgage operations.
25
PRO FORMA PORTFOLIO-BASED EARNINGS DATA
In addition to reporting results of operations in accordance with generally
accepted accounting principles ("GAAP"), the Company has elected to present pro
forma results of operations which treat securitization transactions as
financings rather than sales of receivables. The Company refers to this
presentation as pro forma portfolio-based earnings data.
In its consolidated financial statements prepared in accordance with GAAP, the
Company records a gain on the sale of receivables in securitization transactions
primarily representing the present value of estimated future excess cash flows
related to the receivables sold. Future excess cash flows consist of finance
charges and fees to be collected on the receivables less interest payable on the
asset-backed securities, credit losses and expenses of the Trusts. The Company
also earns servicing fees for managing the receivables sold.
The pro forma portfolio-based earnings data presents the Company's operating
results under the assumption that securitization transactions are financings and
no gain on sale or servicing fee income is recognized. Instead, finance charges
and fees are recognized over the life of the securitized receivables as accrued
and interest and other costs related to the asset-backed securities are also
recognized as accrued. Credit losses are recorded as incurred.
While the pro forma portfolio-based earnings data does not purport to present
the Company's operating results in accordance with GAAP, the Company believes
such presentation provides another measure for assessing the Company's
performance.
The pro forma portfolio-based earnings data were as follows (in thousands):
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------ --------------------------
2001 2000 2001 2000 (1)
------------------------ --------------------------
Finance charge, fee and other income $ 420,673 $ 272,093 $1,163,248 $ 737,163
Funding costs (165,019) (107,991) (461,117) (282,742)
------------------------ --------------------------
Net margin 255,654 164,102 702,131 454,421
Credit losses (77,042) (53,997) (213,815) (154,904)
Operating expenses (79,342) (55,488) (219,837) (162,031)
------------------------ --------------------------
Pre-tax portfolio-based income 99,270 54,617 268,479 137,486
Income taxes (38,219) (21,028) (103,364) (52,933)
------------------------ --------------------------
Net portfolio-based income $ 61,051 $ 33,589 $ 165,115 $ 84,553
======================== ==========================
Diluted portfolio-based earnings
per share $ 0.70 $ 0.43 $ 1.95 $ 1.10
======================== ==========================
(1) The pro forma portfolio-based earnings data for the nine month period
ended March 31, 2000, excludes the charge for the closing of the
Company's mortgage business.
26
The pro forma return on managed assets for the Company's auto business was as
follows:
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------- -------------------------
2001 2000 2001 2000
------------------------- -------------------------
Finance charge, fee and other income 19.8% 19.6% 19.8% 19.5%
Funding costs (7.8) (7.8) (7.9) (7.5)
------------------------- -------------------------
Net margin 12.0 11.8 11.9 12.0
Credit losses (3.6) (3.9) (3.6) (4.1)
------------------------- -------------------------
Risk adjusted margin 8.4 7.9 8.3 7.9
Operating expenses (3.7) (4.0) (3.7) (4.2)
------------------------- -------------------------
Pre-tax return on managed assets 4.7 3.9 4.6 3.7
Income taxes (1.8) (1.5) (1.8) (1.4)
------------------------- -------------------------
Return on managed assets 2.9% 2.4% 2.8% 2.3%
========================= =========================
CREDIT QUALITY
The Company provides financing in relatively high-risk markets, and, therefore,
charge-offs are anticipated. The Company records a periodic provision for loan
losses as a charge to operations and a related allowance for loan losses in the
consolidated balance sheets as a reserve against estimated probable losses which
may occur in the receivables held for sale portfolio prior to the sale of such
receivables in securitization transactions. The Company typically purchases
individual finance contracts and collects 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 loan losses. When the Company sells auto
receivables to the Trusts, the calculation of the gain on sale of receivables is
reduced by an estimate of cumulative credit losses expected over the life of the
auto receivables sold.
The Company reviews static pool origination and charge-off relationships,
charge-off experience factors, collection data, 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 assumptions for cumulative credit losses, provisions for
loan losses and allowance for loan losses. Although the Company uses many
resources to assess the adequacy of loss reserves, there is no precise method
for estimating the ultimate losses in the receivables portfolio.
27
The following table presents certain data related to the receivables portfolio
(dollars in thousands):
March 31, 2001
-----------------------------------------------------------
Held for Sale Auto Managed Auto
--------------------------------
Auto Mortgage Total Serviced Portfolio
---------- --------- ----------- ----------- ------------
Principal amount of receivables $1,524,264 $2,279 $1,526,543 $7,576,990 $9,101,254
=========== ============
Allowance for loan losses (43,383) (43,383) $(773,991)(a) $(817,374)
---------- --------- ----------- =========== ============
Receivables, net $1,480,881 $2,279 $1,483,160
========== ========= ===========
Number of outstanding contracts 104,718 18 646,067 750,785
========== ========= =========== ============
Average principal amount of
outstanding contract (in dollars) $ 14,556 $126,611 $11,728 $12,122
========== ========= =========== ============
Allowance for loan losses as a
percentage of receivables 2.8% 10.2% 9.0%
========== =========== ============
(a) The allowance for loan losses related to serviced auto receivables is
factored into the valuation of interest-only receivables from Trusts in the
Company's consolidated balance sheets.
The following is a summary of managed auto receivables which are (i) more than
30 days delinquent, but not yet in repossession, and (ii) in repossession
(dollars in thousands):
March 31, 2001 March 31, 2000
--------------------------- --------------------------
Amount Percent Amount Percent
--------------- ----------- -------------- -----------
Delinquent contracts:
31 to 60 days $596,609 6.6% $360,169 6.0%
Greater than 60 days 208,611 2.3 123,936 2.1
--------------- ----------- -------------- -----------
805,220 8.9 484,105 8.1
In repossession 93,293 1.0 45,089 0.8
--------------- ----------- -------------- -----------
$898,513 9.9% $529,194 8.9%
=============== =========== ============== ===========
In accordance with its policies and guidelines, the Company at times offers
payment deferrals to consumers, whereby the consumer is allowed to move a
delinquent payment to the end of the loan by paying a fee (approximately the
interest portion of the payment deferred). Contracts receiving a payment
deferral as an average quarterly percentage of average managed auto receivables
outstanding were 4.6% and 4.8% for the three and nine months ended March 31,
2001, respectively, and 4.0% and 4.3% for the three and nine months ended March
31, 2000, respectively. The Company believes that payment deferrals granted
according to its policies and guidelines are an effective portfolio management
technique and result in higher ultimate cash collections from the portfolio.
28
The following table presents charge-off data with respect to the Company's
managed auto receivables portfolio (dollars in thousands):
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------- -------------------------
2001 2000 2001 2000
------------------------- -------------------------
Net charge-offs:
Held for sale $ 4,565 $ 2,467 $ 10,788 $5,851
Serviced 72,477 51,530 203,027 149,053
------------------------- -------------------------
$77,042 $53,997 $213,815 $154,904
========================= =========================
Net charge-offs as an annualized
percentage of average managed
auto receivables outstanding 3.6% 3.9% 3.6% 4.1%
========================= =========================
Net recoveries as a percentage of
gross repossession charge-offs 51.3% 53.5% 51.5% 53.2%
========================= =========================
Delinquency and charge-off ratios typically fluctuate over time as a portfolio
matures. Accordingly, the delinquency and charge-off data above is not
necessarily indicative of delinquency and charge-off experience that could be
expected for a portfolio with a different level of seasoning.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash flows are summarized as follows (in thousands):
Nine Months Ended
March 31,
------------------------------
2001 2000
-------------- --------------
Operating activities $164,988 $ 35,873
Investing activities (794,756) (333,493)
Financing activities 688,363 327,249
-------------- --------------
Net increase in cash and
cash equivalents $ 58,595 $ 29,629
============== ==============
The Company's primary sources of cash have been cash flows from operating
activities, including cash distributions from the Trusts, borrowings under its
warehouse credit facilities and sales of auto receivables to Trusts in
securitization transactions. The Company's primary uses of cash have been
purchases of receivables and funding credit enhancement requirements for
securitization transactions.
The Company required cash of $4,435.5 million and $3,166.7 million for the
purchase of auto finance contracts during the nine months ended March 31, 2001
and 2000, respectively. These purchases were funded initially utilizing
warehouse credit facilities and subsequently through the sale of auto
receivables in securitization transactions.
29
The Company has five separate commercial paper warehouse credit facilities with
combined funding capacity of approximately $2.0 billion, which are used to fund
domestic auto receivables pending securitization.
The first funding agreement is with an administrative agent on behalf of an
institutionally managed commercial paper conduit and a bank and provides for up
to $500 million of available structured warehouse financing. The facility
matures in June 2001. A total of $361.6 million was outstanding under this
facility as of March 31, 2001.
The second funding agreement is with an administrative agent on behalf of an
institutionally managed commercial paper conduit and a bank and provides for up
to $300 million of available structured warehouse financing. The facility
matures in June 2001. A total of $139.1 million was outstanding under this
facility as of March 31, 2001.
The third funding agreement is with an administrative agent on behalf of an
institutionally managed commercial paper conduit and a group of banks and
provides for up to $525 million of available structured warehouse financing. The
facility matures in September 2001. A total of $59.6 million was outstanding
under this facility as of March 31, 2001.
The fourth funding agreement is with an administrative agent on behalf of an
institutionally managed commercial paper conduit and a group of banks and
provides for up to $275 million of available structured warehouse financing. The
facility matures in September 2001. A total of $69.4 million was outstanding
under this facility as of March 31, 2001.
In March 2001, the Company renewed its funding agreement with an administrative
agent on behalf of an institutionally managed commercial paper conduit and a
bank, increasing the amount that may be borrowed from $375 million to $400
million. The facility matures in March 2002. There were no outstanding balances
under this agreement as of March 31, 2001.
The Company also has a funding agreement with an administrative agent on behalf
of an institutionally managed medium term note conduit under which $500 million
of proceeds are available through the term of the agreement. This facility
matures in December 2003. The funding agreement allows for the substitution of
auto receivables (subject to an over-collateralization formula) for cash, and
vice versa, thus allowing the Company to use the proceeds to finance auto
receivables on a revolving basis.
In March 2001, the Company's Canadian subsidiary extended its convertible
revolving term credit agreement with a bank. The facility provides for
borrowings of up to $30 million Cdn., subject to a defined borrowing base. The
Company utilizes this facility to fund Canadian auto lending activities. The
facility matures in May 2001. A total of $18.6 million was outstanding under the
Canadian facility as of March 31, 2001.
30
As is customary in the Company's industry, the majority of the Company's
warehouse credit facilities need to be renewed on an annual basis. The Company
has historically been successful in renewing and expanding these facilities on
an annual basis. If the Company was unable to renew these facilities on
acceptable terms, there could be a material adverse effect on the Company's
financial position, results of operations and liquidity.
The Company has completed twenty-five auto receivable securitization
transactions through March 31, 2001. The proceeds from the transactions were
primarily used to repay borrowings outstanding under the Company's warehouse
credit facilities.
A summary of these transactions is as follows (dollars in millions):
Original Balance at
Transaction Date Amount March 31, 2001
- ----------------- -------------------------- ------------------ -----------------------
1994-A December 1994 $ 51.0 Paid in full
1995-A June 1995 99.2 Paid in full
1995-B December 1995 65.0 Paid in full
1996-A March 1996 89.4 Paid in full
1996-B May 1996 115.9 Paid in full
1996-C August 1996 175.0 Paid in full
1996-D November 1996 200.0 Paid in full
1997-A March 1997 225.0 Paid in full
1997-B May 1997 250.0 Paid in full
1997-C August 1997 325.0 $ 34.9
1997-D November 1997 400.0 56.8
1998-A February 1998 425.0 76.0
1998-B May 1998 525.0 113.4
1998-C August 1998 575.0 153.8
1998-D November 1998 625.0 196.4
1999-A February 1999 700.0 253.9
1999-B May 1999 1,000.0 438.0
1999-C August 1999 1,000.0 526.4
1999-D October 1999 900.0 514.3
2000-A February 2000 1,300.0 865.1
2000-B May 2000 1,200.0 912.5
2000-C August 2000 1,100.0 929.6
2000-1 November 2000 495.0 432.2
2000-D November 2000 600.0 560.1
2001-A February 2001 1,400.0 1,374.4
------------------ -----------------------
$13,840.5 $7,437.8
================== =======================
31
In connection with securitization transactions, the Company is required to fund
certain credit enhancement levels in order to attain specific credit ratings for
the asset-backed securities issued by the Trusts. The Company typically makes an
initial deposit to a restricted cash account and subsequently uses excess cash
flows generated by the Trusts to either increase the restricted cash account or
repay the outstanding asset-backed securities on an accelerated basis, thus
creating additional credit enhancement through overcollateralization in the
Trusts. When the credit enhancement levels reach specified percentages of the
Trust's pool of receivables, excess cash flows are distributed to the Company.
Although the aggregate amount of excess cash flow does not change, the timing of
the Company's receipt of excess cash flow distributions is dependent on the type
of structure used. Since November 1997, the Company has employed structures that
utilize reinsurance and other alternative credit enhancements. Under these
structures, the Company expects to begin to receive excess cash flow
distributions approximately 14 to 16 months after receivables are securitized.
The reinsurance used to reduce the Company's initial cash deposit in a type of
structure described above has typically been arranged by the insurer of the
asset-backed securities. As of March 31, 2001, the Company had commitments from
the insurer for an additional $350.5 million of reinsurance to reduce initial
cash deposits in future securitization transactions. These commitments expire in
December 2002. In addition, the Company has a credit enhancement facility with a
financial institution under which the Company may borrow up to $225 million to
fund a portion of the initial cash deposit in future securitization
transactions, similar to the amount covered by the reinsurance described above.
Borrowings under the credit enhancement facility, which matures in October 2001,
are collateralized by the Company's credit enhancement assets. A total of $60.8
million was outstanding under this facility at March 31, 2001.
In November 2000, the Company completed a securitization transaction (2000-1)
involving the sale of subordinate asset-backed securities in order to provide
credit enhancement for the senior asset-backed securities and protect investors
from losses. Each of the Company's previous securitization transactions included
the sale of senior asset-backed securities only and the purchase of a financial
guarantee insurance policy for the benefit of investors. The subordinate
asset-backed securities replace a portion of the Company's initial credit
enhancement deposit otherwise required in a securitization transaction in a
manner similar to the utilization of reinsurance described in the preceding
paragraph.
For the nine months ended March 31, 2001, initial deposits for credit
enhancement purposes were $150.0 million, of which $57.0 million were funded by
borrowings under the credit enhancement facility. For the nine months ended
March 31, 2000, initial deposits for credit enhancement purposes were $132.8
million, of which $45.0 million were funded by borrowings under the credit
enhancement facility. Excess cash flows distributed to the Company were $158.6
million and $79.4 million for the nine months ended March 31, 2001 and 2000,
respectively.
32
Certain agreements with the insurer provide that if delinquency, default and net
loss ratios in a Trust's pool of receivables exceed certain targets, the
specified credit enhancement levels would be increased. As of March 31, 2001,
none of the Company's securitizations had default or net loss ratios in excess
of the targeted levels.
The Company operated 217 auto lending branch offices as of March 31, 2001, and
plans to open an additional 10 to 15 branches through the remainder of fiscal
2001 and expand loan production capacity at existing auto lending branch offices
where appropriate. While the Company has been able to establish and grow its
auto finance business thus far, there can be no assurance that future expansion
will be successful due to competitive, regulatory, market, economic or other
factors.
As of March 31, 2001, the Company had $101.5 million in cash and cash
equivalents. The Company also had available borrowing capacity of $163.4 million
under its warehouse credit facilities pursuant to the borrowing base
requirements of such agreements. The Company believes that its existing capital
resources along with expected cash flows from operating activities will be
sufficient to fund the Company's liquidity needs, exclusive of the purchase of
auto finance contracts, through the remainder of fiscal 2001 and fiscal 2002.
However, the Company anticipates that it will require additional external
capital in the form of securitization transactions, renewal and expansion of its
existing warehouse credit facilities and implementation of new warehouse credit
facilities in order to fund auto loan purchases through the remainder of fiscal
2001 and fiscal 2002. 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.
INTEREST RATE RISK
The Company's earnings are affected by changes in interest rates as a result of
its dependence upon the issuance of interest-bearing securities and the
incurrence of debt to fund its lending activities. Several factors can influence
the Company's ability to manage interest rate risk. First, auto finance
contracts are purchased at fixed interest rates, while the amounts borrowed
under warehouse credit facilities bear interest at variable rates that are
subject to frequent adjustment to reflect prevailing market interest rates.
Second, the interest rate demanded by investors in securitizations is a function
of prevailing market rates for comparable transactions and the general interest
rate environment. Because the auto finance contracts purchased by the Company
have fixed interest rates, the Company bears the risk of smaller gross interest
rate spreads in the event interest rates increase during the period between the
date receivables are purchased and the completion and pricing of securitization
transactions.
33
The Company utilizes several strategies to minimize the risk of interest rate
fluctuations, including the use of derivative financial instruments, the regular
sale of auto receivables to the Trusts and pre-funding of securitization
transactions. Pre-funding securitizations is the practice of issuing more
asset-backed securities than the amount of receivables initially sold to the
Trust. The proceeds from the pre-funded portion are held in an escrow account
until additional receivables are sold to the Trust in amounts up to the balance
of the pre-funded escrow account. In pre-funded securitizations, borrowing costs
are locked in with respect to the loans subsequently delivered to the Trust.
However, the Company incurs an expense in pre-funded securitizations equal to
the difference between the money market yields earned on the proceeds held in
escrow prior to subsequent delivery of receivables and the interest rate paid on
the asset-backed securities outstanding.
Derivative financial instruments are utilized to manage the gross interest rate
spread on the Company's securitization transactions. The Company sells fixed
rate auto receivables to Trusts that, in turn, sell either fixed rate or
floating rate securities to investors. The fixed rates on securities issued by
the Trusts are indexed to either rates on U.S. Treasury Notes with similar
average maturities, market interest rate swap spreads for transactions of
similar duration, or various London Interbank Offered Rates ("LIBOR"). The
interest rates on the floating rate securities issued by the Trusts are indexed
to LIBOR. The Company uses Interest Rate Swap agreements to convert the floating
rate exposures on these securities to a fixed rate. The Company utilizes these
derivative financial instruments to modify its net interest sensitivity to
levels deemed appropriate based on the Company's risk tolerance.
The Company also utilizes interest rate caps as part of its interest-rate
risk-management strategy for securitization transactions as well as for
warehouse credit facilities. The purchaser of the interest rate cap pays a
premium in return for the right to receive the difference in the interest cost
at any time a specified index of market interest rates rises above the
stipulated "cap" rate. The interest rate cap purchaser bears no obligation or
liability if interest rates fall below the "cap" rate. The Company's special
purpose finance subsidiaries are contractually required to purchase interest
rate cap agreements as credit enhancement in connection with securitization
transactions and warehouse credit facilities. The Company simultaneously sells a
corresponding interest rate cap agreement in order to offset the purchased
interest rate cap agreement.
Management monitors the Company's hedging activities to ensure that the value of
hedges, their correlation to the contracts being hedged and the amounts being
hedged continue to provide effective protection against interest rate risk. All
transactions are entered into for purposes other than trading.
34
There can be no assurance that the Company's strategies will be effective in
minimizing interest rate risk or that increases in interest rates will not have
an adverse effect on the Company's profitability.
CURRENT ACCOUNTING PRONOUNCEMENTS
In September 2000, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities, a replacement of
Financial Accounting Standards Board Statement No. 125" ("SFAS 140"), which
revises the standards for accounting for securitizations and other transfers of
financial assets and collateral and requires certain disclosures, but, carries
over most of Statement No. 125's provisions without reconsideration. SFAS 140 is
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001, and is effective for disclosures
relating to securitization transactions and collateral and for the recognition
and reclassification of collateral for fiscal years ending after December 15,
2000. The Company does not believe that the adoption of this statement will have
a material effect on the Company's financial position or results of operations.
FORWARD LOOKING STATEMENTS
The preceding Management's Discussion and Analysis of Financial Condition and
Results of Operations section contains several "forward-looking statements".
Forward-looking statements are those which use words such as "believe",
"expect", "anticipate", "intend", "plan", "may", "will", "should", "estimate",
"continue" or other comparable expressions. These words indicate future events
and trends. Forward-looking statements are the Company's current views with
respect to future events and financial performance. These forward-looking
statements are subject to many risks and uncertainties which could cause actual
results to differ significantly from historical results or from those
anticipated by the Company. The most significant risks are detailed from time to
time in the Company's filings and reports with the Securities and Exchange
Commission including the Company's Annual Report on Form 10-K for the year ended
June 30, 2000. It is advisable not to place undue reliance on the Company's
forward-looking statements. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Because the Company's funding strategy is dependent upon the issuance of
interest-bearing securities and the incurrence of debt, fluctuations in interest
rates impact the Company's profitability. Therefore, the Company employs various
hedging strategies to minimize the risk of interest rate fluctuations. See
"Management's Discussion and Analysis - Interest Rate Risk" for additional
information regarding such market risks.
35
Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
As a consumer finance company, the Company is subject to various consumer claims
and litigation seeking damages and statutory penalties, based upon, among other
things, usury, disclosure inaccuracies, wrongful repossession, fraud and
discriminatory treatment of credit applicants, which could take the form of a
plaintiffs' class action complaint. The Company, as the assignee of finance
contracts originated by dealers, may also be named as a co-defendant in lawsuits
filed by consumers principally against dealers. The damages and penalties
claimed by consumers in these types of matters can be substantial. The relief
requested by the plaintiffs varies but includes requests for compensatory,
statutory and punitive damages.
One proceeding in which the Company is a defendant has been brought in the form
of a class action complaint. This lawsuit, pending in Superior Court in the
State of California, claims that certain loan pricing structures used by the
Company violate various California laws. This lawsuit previously included
multiple other banks and finance companies as co-defendants; however, in a
ruling during the quarter ended March 31, 2001, the Court severed the claims
into separate cases against each defendant. In the opinion of management, this
lawsuit is without merit and the Company intends to defend vigorously.
Management believes that the Company has taken prudent steps to address the
litigation risks associated with the Company's business activities. However,
there can be no assurance that the Company will be able to successfully defend
against all such claims or that the determination of any such claim in a manner
adverse to the Company would not have a material adverse effect on the Company's
automobile finance business.
In the opinion of management, the resolution of the proceedings described in
this section will not have a material adverse effect on the Company's
consolidated financial position, liquidity or results of operations.
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
36
Item 5. OTHER INFORMATION
Not Applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.1 Fourth Amendment to Receivables Financing Agreement and Third
Amendment to CSFB Joinder entered into as of March 27, 2001,
among AmeriCredit Warehouse Trust, AmeriCredit Financial
Services, Inc., individually and as initial Servicer and
Custodian, AmeriCredit Funding Corp., AmeriCredit Corporation
of California, Credit Suisse First Boston, New York Branch, as
agent for the Lenders and as Proposed Lender under the CSFB
Joinder, and Bank One, NA, as Backup Servicer and Collateral
Agent.
11.1 Statement Re: Computation of Per Share Earnings
(b) Reports on Form 8-K
A report on Form 8-K was filed January 12, 2001, with
the Commission to report under Item 5 the Company's
earnings for its quarterly period ended December 31,
2000.
A report on Form 8-K was filed January 5, 2001, with
the Commission to report the adoption of a Stock
Selling Plan by Clifton H. Morris, Jr., the Company's
Chairman of the Board. A subsequent report on Form 8-K
was filed on March 27, 2001, to report the termination
of such Plan by Mr. Morris.
Certain subsidiaries and affiliates of the Company
filed reports on Form 8-K during the quarterly period
ended March 31, 2001, reporting monthly information
related to securitization trusts.
37
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: May 15, 2001 By: /s/ Daniel E. Berce
-------------------------------------------
(Signature)
Daniel E. Berce
Vice Chairman and
Chief Financial Officer
38