AMERICREDIT CORP
10-Q, 1997-05-15
FINANCE SERVICES
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<PAGE>

                               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 March 31, 1997
                                              --------------
                                    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
                      -------------------------------------------------

                            AmeriCredit Corp.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

            Texas                                 75-2291093
- -------------------------------                -------------------
(State or other jurisdiction of                 (IRS Employer
 incorporation or organization)                Identification No.)



              200 Bailey Avenue, Fort Worth, Texas   76107
              --------------------------------------------
                  (Address of principal executive offices)
                                 (Zip Code)

                             (817) 332-7000
             ----------------------------------------------------
             (Registrant's telephone number, including area code)

      ---------------------------------------------------------------
      (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 29,208,361 shares of common stock, $.01 par value outstanding as
of April 30, 1997.
<PAGE>

                             AMERICREDIT CORP.
                            INDEX TO FORM 10-Q


Part I.   FINANCIAL INFORMATION

      Item 1.   Financial Statements                               Page
                                                                   ----
            Consolidated Balance Sheets -
            March 31, 1997 and June 30, 1996.......................  3

            Consolidated Income Statements -
            Three Months and Nine Months Ended
            March 31, 1997 and 1996................................  4

            Consolidated Statements of Cash Flows -
            Nine Months Ended March 31, 1997 and 1996..............  5

            Notes to Consolidated Financial
            Statements.............................................  6

       Item 2.  Management's Discussion and
                Analysis of Financial Condition
                and Results of Operations.......................... 17

Part II.    OTHER INFORMATION

       Item 6   Exhibits and Reports on Form 8-K................... 30

SIGNATURE       ................................................... 31

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item I.     FINANCIAL STATEMENTS

                                AMERICREDIT CORP.
                           Consolidated Balance Sheets
                        (Unaudited, Dollars in Thousands)

                                                  March 31,      June 30,
ASSETS                                              1997           1996
                                                    ----           ----
    Cash and cash equivalents                    $  4,320      $  2,145
    Investment securities                           6,500         6,558
    Finance receivables, net                      245,141       250,484
    Excess servicing receivable                    85,299        33,093
    Restricted cash                                60,292        15,304
    Property and equipment, net                    11,607         7,670
    Goodwill                                        7,232
    Other assets                                   11,577         4,910
    Deferred income taxes                                         9,995
                                                  -------       -------

          Total assets                           $431,968      $330,159
                                                  =======       =======

LIABILITIES AND SHAREHOLDERS' EQUITY
    Liabilities:
       Bank line of credit                       $ 29,200      $ 86,000
       Mortgage warehouse facility                  2,702
       Automobile receivables-backed notes         34,892        67,847
       9 1/4% Senior Notes due 2004               125,000
       Notes payable                                2,164           418
       Accrued taxes and expenses                  30,611        12,669
       Deferred income taxes                        5,902
                                                  -------       -------

          Total liabilities                       230,471       166,934
                                                  -------       -------

    Shareholders' equity:
       Common stock, $.01 par value
       per share; 120,000,000 shares
       authorized; 33,561,282 and
       32,640,963 shares issued                       336           326
       Additional paid-in capital                 203,614       190,005
       Unrealized gain on excess servicing
         receivable                                 1,644
       Retained earnings (deficit)                 22,163        (5,233)
                                                  -------       -------

                                                  227,757       185,098
       Treasury stock, at cost
         (4,435,683 and 4,120,483 shares)         (26,260)      (21,873)
                                                  -------       -------

         Total shareholders' equity               201,497       163,225
                                                  -------       -------

       Total liabilities and shareholders'
         equity                                  $431,968      $330,159
                                                  =======       =======


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


                                       3
<PAGE>

                                AMERICREDIT CORP.
                         Consolidated Income Statements
            (Unaudited, Dollars in Thousands, Except Per Share Data)

                                  Three Months Ended     Nine Months Ended
                                       March 31,             March 31,
                                  ------------------     -----------------
                                   1997        1996        1997       1996
                                   ----        ----        ----       ----

Revenue:
    Finance charge income        $12,101     $12,650     $33,604     $39,879
    Gain on sale of receivables   17,757       7,725      45,908      13,346
    Servicing fee income           5,644       1,105      13,886       1,320
    Investment income                799         280       1,951         836
    Other income                     431         588       1,053       1,151
                                 -------      ------      ------      ------

                                  36,732      22,348      96,402      56,532
                                 -------     -------      ------      ------

Costs and expenses:
    Operating expenses            13,848       6,915      35,595      17,357
    Provision for losses           1,809       1,999       5,040       6,111
    Interest expense               4,611       3,315      11,223      10,177
                                 -------     -------      ------      ------

                                  20,268      12,229      51,858      33,645
                                 -------     -------      ------      ------

Income before income taxes        16,464      10,119      44,544      22,887

Provision for income taxes         6,338       3,807      17,148       8,469
                                 -------     -------      ------      ------

    Net income                  $ 10,126    $  6,312     $27,396     $14,418
                                 =======     =======      ======      ======

Earnings per share              $    .33    $    .21     $   .90     $   .48
                                 =======     =======      ======      ======

Weighted average shares
  and share equivalents       31,033,230  30,082,193  30,605,841  30,175,398
                              ==========  ==========  ==========  ==========


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


                                       4
<PAGE>

                                AMERICREDIT CORP.
                      Consolidated Statements of Cash Flows
                        (Unaudited, Dollars in Thousands)

                                                       Nine Months Ended
                                                           March 31,
                                                      -------------------
                                                      1997            1996
                                                      ----            ----
Cash flows from operating activities:
   Net income                                       $27,396         $14,418
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation and amortization                  1,512           1,154
       Provision for losses                           5,040           6,111
       Deferred income taxes                         16,845           7,245
       Gain on sale of receivables                  (44,308)        (13,346)
       Amortization of excess servicing receivable   21,914           1,887
       Changes in assets and liabilities:
         Other assets                                (2,634)            544
         Accrued taxes and expenses                  17,742             945
                                                    -------        --------

Net cash provided by operating
   activities
                                                     43,507          18,958
                                                    -------        --------

Cash flows from investing activities:
   Purchases and originations of auto
     receivables                                   (593,360)       (271,626)
   Purchases and originations of
     mortgage receivables                           (31,822)
   Principal collections and recoveries on
     finance receivables                             49,996          73,162
   Net proceeds from sale of auto receivables       524,197         153,277
   Net proceeds from sale of mortgage receivables    27,424
   Purchases of property and equipment               (3,138)         (2,113)
   Proceeds from disposition of property and
     equipment                                           17               4
   Proceeds from maturities of investment
     securities                                          58           3,425
   Increase in restricted cash                      (44,988)         (4,705)
                                                    -------        --------

Net cash used by investing activities               (71,616)        (48,576)
                                                    -------        --------

Cash flows from financing activities:
   Borrowings on bank line of credit                494,700         219,400
   Payments on bank line of credit                 (551,500)       (147,600)
   Net decrease in mortgage warehouse facility         (607)
   Proceeds from 9 1/4% Senior Notes                120,894
   Payments on automobile
     receivables-backed notes                       (32,955)        (51,484)
   Payments on notes payable                           (404)           (230)
   Purchase of treasury stock                        (4,387)         (9,057)
   Proceeds from issuance of common stock             4,543           1,859
                                                    -------        --------

Net cash provided by financing activities            30,284          12,888
                                                    -------        --------

Net increase (decrease) in cash and cash
  equivalents                                         2,175         (16,730)

Cash and cash equivalents at beginning of period      2,145          18,314
                                                    -------        --------

Cash and cash equivalents at end of period          $ 4,320        $  1,584
                                                    =======        ========


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


                                       5
<PAGE>

                                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 March 31, 1997 and for the periods
ended March 31, 1997 and 1996 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):

                                                 March 31,       June 30,
                                                   1997           1996
                                                   ----           ----

Auto receivables                                 $250,764       $264,086

Less allowance for losses                         (13,233)       (13,602)
                                                  -------        -------

Auto receivables, net                             237,531       250,484

Mortgage receivables                                7,610
                                                  -------       --------

Finance receivables, net                         $245,141       $250,484
                                                  =======        =======


                                       6
<PAGE>

A summary of the allowance for losses is as follows (in thousands):

                                       Three Months Ended   Nine Months Ended
                                           March 31,           March 31,
                                       ------------------   -----------------
                                       1997        1996     1997       1996
                                       ----        ----     ----       ----

Balance at beginning of period        $12,173    $18,972   $13,602   $19,951
Provision for losses                    1,809      1,999     5,040     6,111
Acquisition fees                        8,193      4,797    21,002    12,352
Allowance related to auto receivables
  sold                                 (5,113)    (4,517)  (13,517)   (8,742)
Net charge-offs-auto receivables       (3,829)    (4,958)  (12,894)  (13,139)
Net charge-offs-other                               (166)               (406)
                                       ------     ------    ------    ------

Balance at end of period              $13,233    $16,127   $13,233   $16,127
                                       ======     ======    ======    ======

NOTE 3 - EXCESS SERVICING RECEIVABLE

As of March 31, 1997 and June 30, 1996, the Company was servicing $676,891,000
and $259,895,000, respectively, of auto receivables which have been sold to
certain special purpose financing trusts (the "Trusts").

Effective January 1, 1997, the Company adopted Statement of Financial Accounting
Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" ("SFAS 125"). SFAS 125 establishes
accounting and reporting standards for transfers of financial assets and applies
to the Company's periodic sales of auto receivables to the Trusts. Adoption of
SFAS 125, which was applied prospectively to transactions occurring subsequent
to December 1996, did not have a material effect on the Company's consolidated
financial position or results of operations.

The components of excess servicing receivable are as follows(in thousands):

                                                March 31,       June 30,
                                                  1997            1996
                                              ------------      ------

Retained interests                              $ 14,376       $ 21,274
Interest only strips                              49,222         11,819
Excess of auto receivables in Trusts
  over asset-backed securities outstanding        21,701
                                                  ------         ------
                                                $ 85,299       $ 33,093
                                                  ======         ======


                                       7
<PAGE>

Excess servicing receivable consists of the following (in thousands):

                                                March 31,       June 30,
                                                  1997            1996
                                                  ----            ----

Estimated future net cash flows before
   allowance for credit losses                  $154,799        $63,457
Allowance for credit losses                      (61,217)       (25,616)
                                                 -------        -------

Estimated future net cash flows                   93,582         37,841
Unamortized discount at 12%                       (8,283)       ( 4,748)
                                                 -------        -------

                                                $ 85,299       $ 33,093
                                                 =======        =======


A summary of excess servicing receivable is as follows (in thousands):

                                  Three Months Ended    Nine Months Ended
                                        March 31,            March 31,
                                  ------------------    -----------------
                                    1997       1996       1997       1996
                                    ----       ----       ----       ----

Balance at beginning of period    $59,780    $ 9,243    $33,093    $     0
Additions                          35,316     13,597     74,120     22,840
Amortization                       (9,797)    (1,887)   (21,914)    (1,887)
                                   ------     ------     ------     ------

Balance at end of period          $85,299    $20,953    $85,299    $20,953
                                   ======     ======     ======     ======

NOTE 4 - ACQUISITION

In November 1996, the Company acquired Rancho Vista Mortgage Corporation
("RVMC"), a California corporation, which originates and sells home equity
mortgage loans. The purchase price of $7,100,000 consisted of 400,000 shares of
common stock. The acquisition has been accounted for as a purchase and the
excess of the purchase price over net assets acquired was assigned to goodwill.
The results of operations of RVMC have been included in the consolidated
financial statements since the acquisition date. In January 1997, RVMC changed
its name to Americredit Corporation of California and now operates under the
name AmeriCredit Mortgage Services.


                                        8
<PAGE>

NOTE 5 - DEBT

The Company has a revolving credit agreement with a group of banks under which
the Company may borrow up to $240 million, subject to a defined borrowing base.
Aggregate borrowings of $29,200,000 and $86,000,000 were outstanding as of March
31, 1997 and June 30, 1996, respectively. Borrowings under the credit agreement
are collateralized by certain auto receivables and bear interest, based upon the
Company's option, at either the prime rate (8.50% as of March 31, 1997) or
various market London Interbank Offered Rates ("LIBOR") plus 1.25%. The Company
is also required to pay an annual commitment fee equal to 1/4% of the unused
portion of the credit agreement. The credit agreement, which expires in October
1997, 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.

On February 4, 1997, the Company completed a private placement of $125 million
of 9 1/4% Senior Notes due 2004. Interest on the notes is payable semi-annually,
commencing in August 1997. The notes, which are unsecured, may be redeemed at
the option of the Company after February 2001 at a premium declining to par in
February 2003. The Indenture pursuant to which the notes were issued contains
restrictions including limitations on the Company's ability to incur additional
indebtedness other than certain secured indebtedness, pay cash dividends and
repurchase common stock.

On February 6, 1997, the Company entered into a mortgage warehouse facility with
a bank under which the Company may borrow up to $75 million, subject to a
defined borrowing base. Aggregate borrowings of $2,702,000 were outstanding as
of March 31, 1997. Borrowings under the facility are collateralized by certain
mortgage receivables and bear interest, based upon the Company's option, at
either the prime rate or various market London Interbank Offered Rates ("LIBOR")
plus 1.25%. The Company is also required to pay an annual commitment fee equal
to 1/8% of the unused portion of the facility. The facility expires in February
1998.


                                       9
                                     <PAGE>

  Automobile receivables-backed notes consist of the following (in thousands):

                                                           March 31,   June 30,
                                                             1997        1996
                                                             ----        ----
Series 1994-A notes, interest at 8.19%,
   collateralized by certain auto
   receivables in the principal
   amount of $6,331, paid in full in
   April 1997.                                              $ 5,686    $13,671

Series 1995-A notes, interest at 6.55%,
   collateralized by certain auto
   receivables in the principal
   amount of $30,011, final maturity
   in September 2000.                                        29,206     54,176
                                                            -------    -------

                                                            $34,892    $67,847
                                                            =======    =======

NOTE 6 - 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     Nine Months Ended
                                      March 31,             March  31,
                                 ------------------     -----------------
                                  1997         1996      1997        1996
                                  ----         ----      ----        ----
 
U.S. statutory tax rate           35.0%        35.0%     35.0%       35.0%
Other                              3.5          2.6       3.5         2.0
                                  ----         ----      ----        ----

                                  38.5%        37.6%     38.5%       37.0%
                                  ====         ====      ====        ====


                                       10
<PAGE>

NOTE 7 - SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest costs and income taxes consist of the following (in
thousands):
                                                 Nine Months Ended
                                                    March 31,
                                                 ------------------
                                                 1997         1996
                                                 ----         ----

Interest costs (none capitalized)              $13,526        $9,551
Income taxes                                       570         1,229

During the nine months ended March 31, 1997, the Company entered into capital
lease obligations of $2,332,000 for the purchase of certain equipment.

NOTE 8 - GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

The payment of principal, premium, if any, and interest on the Company's 9 1/4%
Senior Notes due 2004 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 consolidated subsidiaries of the Company and are jointly,
severally and unconditionally liable for the obligations represented by the
notes. The Company believes that the condensed consolidating financial
information for the Company, the combined Subsidiary Guarantors and the Combined
Non-Guarantor Subsidiaries provide information that is more meaningful in
understanding the financial position of the Subsidiary Guarantors than separate
financial statements of the Subsidiary Guarantors. Therefore, the separate
financial statements of the Subsidiary Guarantors are not deemed material.

Investments in subsidiaries are accounted for by AmeriCredit Corp. on the equity
method for purposes of the presentation set forth below. Earnings of
subsidiaries are therefore reflected in AmeriCredit Corp's. investment accounts
and earnings. The principal elimination entries set forth below eliminate
investments in subsidiaries and intercompany balances and transactions.

Set forth below is consolidating financial information 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.


                                       11
<PAGE>

                                AmeriCredit Corp.
                           Consolidating Balance Sheet
                              As of March 31, 1997
                        (Unaudited, Dollars in Thousands)

<TABLE>
<CAPTION>
                              AmeriCredit
                                 Corp.      Guarantors   Non-Guarantors   Eliminations   Consolidated
                              -----------   ----------   --------------   ------------   ------------
<S>                           <C>           <C>            <C>              <C>            <C>     
ASSETS
Cash and cash equivalents      $            $  (4,188)     $  8,508         $              $  4,320
Investment securities            6,500                                                        6,500
Finance receivables, net                      209,193        35,948                         245,141
Excess servicing receivable                    12,695        72,604                          85,299
Restricted cash                                              60,292                          60,292
Property and equipment, net        108         11,499                                        11,607
Goodwill                                        7,232                                         7,232
Other assets                     4,811          4,624         2,142                          11,577
Due (to) from affiliates       257,205       (179,514)      (77,691)
Investment in affiliates        62,699                                       (62,699)
                              --------      ---------      --------         --------       --------
                              
  Total assets                $331,323      $  61,541      $101,803         $(62,699)      $431,968
                              ========      =========      ========         ========       ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

Bank line of credit           $             $  29,200      $                $              $ 29,200
Mortgage warehouse facility                     2,702                                         2,702
Automobile receivables-backed
  notes                                                      34,892                          34,892
9 1/4% Senior Notes due 2004   125,000                                                      125,000
Notes payable                    2,130             34                                         2,164
Accrued taxes and expenses       3,547         24,564         2,500                          30,611
Deferred income taxes              793         (6,812)       11,921                           5,902
                              --------      ---------      --------         --------       --------

  Total liabilities            131,470         49,688        49,313                         230,471
                              --------      ---------      --------         --------       --------

Shareholders' equity:

Common stock                       336            202             3             (205)           336
Additional paid-in capital     203,614        118,243                       (118,243)       203,614
Unrealized gain on excess
  servicing receivable                                        1,644                           1,644
Retained earnings (deficit)     22,163       (106,592)       50,843           55,749         22,163
                              --------      ---------      --------         --------       --------

                               226,113         11,853        52,490          (62,699)       227,757

Treasury stock, at cost        (26,260)                                                     (26,260)
                              --------      ---------      --------         --------       --------

  Total shareholders' equity   199,853         11,853        52,490          (62,699)       201,497
                              --------      ---------      --------         --------       --------

  Total liabilities and
    shareholders' equity      $331,323      $  61,541      $101,803         $(62,699)      $431,968
                              ========      =========      ========         ========       ========
</TABLE>


                                       12
<PAGE>

                                AmeriCredit Corp.
                         Consolidating Income Statement
                        Nine Months Ended March 31, 1997
                        (Unaudited, Dollars in Thousands)

<TABLE>
<CAPTION>
                              AmeriCredit
                                 Corp.      Guarantors   Non-Guarantors   Eliminations   Consolidated
                              -----------   ----------   --------------   ------------   ------------

<S>                           <C>           <C>            <C>              <C>            <C>     
Revenue:
 Finance charge income        $             $ 26,571       $ 7,033          $              $ 33,604
 Gain on sale of receivables                   1,600        44,308                           45,908
 Servicing fee income                         39,483         2,671           (28,268)        13,886
 Investment income              11,352           117         1,569           (11,087)         1,951
 Other income                       72           857           124                            1,053
  Equity in income of
    affiliates                  24,221                                       (24,221)
                              --------      ---------      --------         --------       --------
                                35,645        68,628        55,705           (63,576)        96,402
                              --------      ---------      --------         --------       --------

Costs and expenses:
 Operating expenses              5,349        57,041         1,473           (28,268)        35,595
 Provision for losses                          5,040                                          5,040
 Interest expense                1,960        11,160         9,190           (11,087)        11,223
                              --------      ---------      --------         --------       --------
                                 7,309        73,241        10,663           (39,355)        51,858
                              --------      ---------      --------         --------       --------

Income (loss) before
  income taxes                  28,336        (4,613)       45,042           (24,221)        44,544

Provision for income taxes         940           232        15,976                           17,148
                              --------      ---------      --------         --------       --------
Net income (loss)              $27,396       $(4,845)      $29,066          $(24,221)       $27,396
                               =======       =======       =======          ========        =======
</TABLE>


                                       13
<PAGE>

                                AmeriCredit Corp.
                         Consolidating Income Statement
                        Nine Months Ended March 31, 1996
                        (Unaudited, Dollars in Thousands)

<TABLE>
<CAPTION>
                              AmeriCredit
                                 Corp.      Guarantors   Non-Guarantors   Eliminations   Consolidated
                              -----------   ----------   --------------   ------------   ------------

<S>                           <C>           <C>            <C>              <C>            <C>     
Revenue:
  Finance charge income        $            $23,759        $ 16,120         $              $39,879
  Gain on sale of receivables                12,449             897                         13,346
  Servicing fee income                       16,001                          (14,681)        1,320
  Investment income             7,572         1,161             503           (8,400)          836
  Other income                    258           308             585                          1,151
  Equity in income of
    affiliates                 17,888                                        (17,888)       
                              -------       -------        --------         --------       -------
                               25,718        53,678          18,105          (40,969)       56,532
                              -------       -------        --------         --------       -------

Costs and expenses:
  Operating expenses            2,410        27,008           2,620          (14,681)       17,357
  Provision for losses                        6,111                                          6,111
  Interest expense                421        11,101           7,055           (8,400)       10,177
                              -------       -------        --------         --------       -------
                                2,831        44,220           9,675          (23,081)       33,645
                              -------       -------        --------         --------       -------

Income (loss) before
  income taxes                 22,887         9,458           8,430          (17,888)       22,887

Provision for income taxes      8,469                                                        8,469
                              -------       -------        --------         --------       -------
Net income (loss)             $14,418       $ 9,458        $  8,430         $(17,888)      $14,418
                              =======       =======        ========         ========       =======
</TABLE>


                                       14
<PAGE>
                                AmeriCredit Corp.
                      Consolidating Statement of Cash Flow
                        Nine Months Ended March 31, 1997
                        (Unaudited, Dollars in Thousands)
<TABLE>
<CAPTION>
                                                 AmeriCredit
                                                     Corp.     Guarantors  Non-Guarantors  Eliminations  Consolidated
                                                 -----------   ----------  --------------  ------------  ------------
<S>                                               <C>           <C>           <C>           <C>           <C>      
Cash flow from operating activities:
  Net income                                      $  27,396     $  (4,845)    $  29,066     $ (24,221)    $  27,396
                                                  ---------     ---------     ---------     ---------     ---------
  Adjustments to reconcile net income
     to net cash provided by operating
     activities:
          Depreciation and amortization                  23         1,489                                     1,512
          Provision for losses                                      5,040                                     5,040
          Deferred income taxes                       8,101        (3,177)       11,921                      16,845
          Gain on sale of receivables                                           (44,308)                    (44,308)
          Amortization of excess servicing
            receivable                                              4,161        17,753                      21,914
          Equity in income of affilities            (24,221)                                   24,221
          Changes in assets and liabilities:
              Other assets                              983        (2,403)       (1,214)                     (2,634)
              Accrued taxes and expenses                294        14,855         2,593                      17,742
                                                  ---------     ---------     ---------     ---------     ---------
Net cash provided (used) by operating
 activities                                          12,576        15,120        15,811                      43,507
                                                  ---------     ---------     ---------     ---------     ---------

Cash flows from investing activities:
  Purchases and originations of auto
    receivables                                                  (593,360)     (553,832)      553,832      (593,360)
  Purchases and originations of
   mortgage receivables                                           (31,822)                                  (31,822)
  Principal collections and recoveries on
   finance receivables                                             17,016        32,980                      49,996
  Net proceeds from sale of auto receivables                      553,832       524,197      (553,832)      524,197
  Net proceeds from sale of mortgage receivables                   27,424                                    27,424
  Purchases of property and equipment                   (48)       (3,090)                                   (3,138)
  Proceeds from disposition of property
     and equipment                                                     17                                        17
  Proceeds from maturities of investment
     securities                                          58                                                      58
  Increase in restricted cash                                                   (44,988)                    (44,988)
  Net change in investment in affiliates              4,359        (4,359)
                                                  ---------     ---------     ---------     ---------     ---------
Net cash used by investing
 activities                                           4,369       (34,342)      (41,643)                    (71,616)
                                                  ---------     ---------     ---------     ---------     ---------

Cash flows from financing activities:
  Borrowings on bank line of credit                               494,700                                   494,700
  Payments on bank line of credit                                (551,500)                                 (551,500)
  Net increase in mortgage warehouse facility                        (607)                                     (607)
  Proceeds from 9 1/4% Senior Notes                 120,894                                                 120,894
  Payments on automobile receivables-
     backed notes                                                               (32,955)                    (32,955)
  Payments on notes payable                            (404)                                                   (404)
  Net change in due (to) from affiliates           (132,678)       72,528        60,150
  Proceeds from issuance of common stock              4,543                                                   4,543
  Purchase of treasury stock                         (4,387)                                                 (4,387)
                                                  ---------     ---------     ---------     ---------     ---------

Net cash provided (used) by financing
  activities                                        (12,032)       15,121        27,195                      30,284
                                                  ---------     ---------     ---------     ---------     ---------

Net increase (decrease) in cash and
  cash equivalents                                    4,913        (4,101)        1,363                       2,175

Cash and cash equivalents at beginning of
  period                                             (4,913)          (87)        7,145                       2,145
                                                  ---------     ---------     ---------     ---------     ---------
Cash and cash equivalents at end of period        $             $  (4,188)    $   8,508     $             $   4,320
                                                  =========     =========     =========     =========     =========
</TABLE>

                                       15
<PAGE>

                                AmeriCredit Corp.
                      Consolidating Statement of Cash Flow
                        Nine Months Ended March 31, 1996
                        (Unaudited, Dollars in Thousands)

<TABLE>
<CAPTION>
                                                 AmeriCredit
                                                     Corp.     Guarantors  Non-Guarantors  Eliminations  Consolidated
                                                 -----------   ----------  --------------  ------------  ------------
<S>                                               <C>           <C>           <C>           <C>           <C>      
Cash flow from operating activities:
  Net income                                      $  14,418     $   9,458     $   8,430     $ (17,888)    $  14,418
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation and amortization                     114         1,040                                     1,154
      Provision for losses                                          6,111                                     6,111
      Deferred income taxes                           7,245                                                   7,245
      Gain on sale of receivables                                 (13,346)                                  (13,346)
      Amortization of excess servicing
        receivable                                                  1,887                                     1,887
      Equity in income of affilities                (17,888)                                   17,888
      Changes in assets and liabilities:
        Other assets                                    803          (546)          287                         544
        Accrued taxes and expenses                     (396)        1,735          (394)                        945
                                                  ---------     ---------     ---------     ---------     ---------
Net cash provided by operating
   activities                                         4,296         6,339         8,323                      18,958
                                                  ---------     ---------     ---------     ---------     ---------

Cash flows from investing activities:
  Purchases and originations of auto
   receivables                                                   (271,626)     (153,277)      153,277      (271,626)
  Principal collections and recoveries on
   finance receivables                                             24,602        48,560                      73,162
  Net proceeds from sale of auto receivables                      153,277       153,277      (153,277)      153,277
  Purchases of property and equipment                  (102)       (4,547)                      2,536        (2,113)
  Proceeds from disposition of property
   and equipment                                      2,536             4                      (2,536)            4
  Proceeds from maturities of investment
   securities                                         3,425                                                   3,425
  Increase in restricted cash                                                    (4,705)                     (4,705)
  Net change in investment in affiliates            (13,221)       13,218             3
                                                  ---------     ---------     ---------     ---------     ---------
    Net cash used by investing
     activities                                      (7,362)      (85,072)       43,858                     (48,576)
                                                  ---------     ---------     ---------     ---------     ---------

Cash flows from financing activities:
  Borrowings on bank line of credit                               219,400                                   219,400
  Payments on bank line of credit                                (147,600)                                 (147,600)
  Payments on automobile receivables-
   backed notes                                                                 (51,484)                    (51,484)
  Payments on notes payable                            (230)                                                   (230)
  Net change in due (to) from affiliates            (10,290)       11,869        (1,579)
  Proceeds from issuance of common stock              1,859                                                   1,859
  Purchase of treasury stock                         (9,057)                                                 (9,057)
                                                  ---------     ---------     ---------     ---------     ---------
Net cash provided (used) by financing
  activities                                        (17,718)       83,669       (53,063)                     12,888
                                                  ---------     ---------     ---------     ---------     ---------

Net increase (decrease) in cash and
  cash equivalents                                  (20,784)        4,936          (882)                    (16,730)

Cash and cash equivalents at beginning of
  period                                             17,187        (6,394)        7,521                      18,314
                                                  ---------     ---------     ---------     ---------     ---------
Cash and cash equivalents at end of period        $  (3,597)    $  (1,458)    $   6,639     $             $   1,584
                                                  =========     =========     =========     =========     =========
</TABLE>

                                       16
<PAGE>

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

GENERAL

The Company generates earnings and cash flow primarily through the purchase,
retention, securitization and servicing of auto receivables. The Company
purchases contracts from franchised and select independent automobile
dealerships. To fund the acquisition of receivables prior to securitization, the
Company utilizes borrowings under its bank line of credit. The Company generates
finance charge income on its owned receivables pending securitization and pays
interest expense on borrowings under its bank line of credit.

The Company sells receivables to securitization trusts ("Trusts") or special
purpose finance subsidiaries that, in turn sell asset-backed securities to
investors. By securitizing these receivables, the Company is able to lock in the
gross interest rate spread between the yield on such receivables and the
interest rate paid on the asset-backed securities. The Company recognizes a gain
on the sale of the 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. Monthly excess cash flow distributions are received from
the Trusts resulting 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 losses and expenses.

The Company typically begins to receive excess cash flow distributions
approximately five to seven months after the receivables are securitized,
although these time periods may be shorter or longer depending upon the
structure of the securitization. Prior to such time as the Company begins to
receive excess cash flow, excess cash flow is utilized to fund credit
enhancement requirements to secure financial guaranty insurance policies issued
by an insurance company to protect investors in the asset-backed securities from
losses. Once predetermined credit enhancement requirements are reached and
maintained, excess cash flow is distributed to the Company. In addition to
excess cash flow, the Company earns base servicing fees of between 2.25% and
2.50% per annum of the outstanding principal balance of receivables securitized.

In November 1996, the Company acquired Rancho Vista Mortgage Company ("RVMC"),
which originates and sells home equity mortgage loans. The name of RVMC has been
changed to Americredit Corporation of California. The acquisition has 


                                     17
<PAGE>

been accounted for as a purchase and the results of operations for RVMC
have been included in the consolidated financial statements since the
acquisition date. Receivables originated in this business are referred to as
mortgage receivables. Such receivables are generally packaged and sold to
investors for cash on a servicing released, whole-loan basis. The Company
recognizes a gain at the time of sale.

While the Company has been primarily involved in the above activities since
September 1992, the Company had previously operated in other businesses. For
purposes of the following discussion, receivables originated in businesses
previously operated by the Company are referred to as other receivables and
revenue earned therein is referred to as other finance charge income.

RESULTS OF OPERATIONS

Three Months Ended March 31, 1997 as compared to
    Three Months Ended March 31, 1996

Revenue:

The Company's average managed receivables outstanding consisted of the following
(in thousands):
                                                Three Months Ended
                                                     March 31,
                                                -------------------
                                                  1997        1996
                                                  ----        ----
Auto:
  Owned                                         $247,091    $264,695
  Serviced                                       593,973     112,387
                                                 -------     -------

                                                 841,064     377,082
Mortgage                                           9,020
Other                                                            141
                                                 -------     -------

                                                $850,084    $377,223
                                                 =======     =======

Average managed receivables outstanding increased by 125% as a result of higher
loan purchase volume. The Company purchased $244.5 million of auto loans during
the three months ended March 31, 1997, compared to purchases of $122.7 million
during the three months ended March 31, 1996. 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 79 auto lending branch
offices as of March 31, 1997, compared to 48 as of March 31, 1996.


                                       18
<PAGE>

The Company purchased $24.1 million of mortgage loans during the three months
ended March 31, 1997.

The Company's finance charge income consisted of the following (in thousands):

                                             Three Months Ended
                                                 March 31,
                                             ------------------
                                           1997            1996
                                           ----            ----

Auto                                     $ 11,844        $ 12,647
Mortgage                                      257
Other                                                           3
                                          -------         -------
                                         $ 12,101        $ 12,650
                                          =======         =======

The decrease in finance charge income is due to a reduction of 7% in average
owned auto receivables outstanding for the three months ended March 31, 1997
versus the three months ended March 31, 1996.

The Company's effective yield on its owned auto receivables increased to 19.4%
from 19.2%.

The gain on sale of receivables consists of the following (in thousands):

                                             Three Months Ended
                                                 March 31,
                                              ------------------
                                             1997          1996
                                             ----          ----

Auto                                       $16,457       $ 7,725
Mortgage                                     1,300
                                           -------       -------
                                           $17,757       $ 7,725
                                           =======       =======

The increase in gain on sale of auto receivables resulted from the sale of
$208.3 million of receivables in the three months ended March 31, 1997 as
compared to $89.4 million of receivables sold in the three months ended March
31, 1996. The gains amounted to 7.9% and 8.6% of the sales proceeds for the
three months ended March 31, 1997 and 1996, respectively.

The gain on sale of mortgage receivables resulted from the sale of $22.6 million
of mortgage receivables.


                                       19
<PAGE>

Servicing fee income increased to $5.6 million or 3.9% of average serviced auto
receivables, for the three months ended March 31, 1997, as compared to $1.1
million or 3.9% of average serviced auto receivables, for the three months ended
March 31, 1996. Servicing fee income represents accretion of the discount on
excess servicing receivable, 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 primarily due to the increase in average serviced auto
receivables for the three months ended March 31, 1997 compared to the three
months ended March 31, 1996.

Investment income increased to $799,000 for the three months ended March 31,
1997 from $280,000 for the three months ended March 31, 1996 as a result of
higher restricted cash and investment securities balances.

Costs and Expenses:

Operating expenses as an annualized percentage of average managed receivables
outstanding decreased to 6.7% (6.2% excluding operating expenses of $1,053,000
related to the mortgage business) for the three months ended March 31, 1997 as
compared to 7.3% for the three months ended March 31, 1996. 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 $6.9 million, or 100%,
primarily due to the addition of auto lending branch offices and management,
auto loan processing and servicing staff and the recently acquired mortgage
business.

The provision for losses decreased to $1.8 million for the three months ended
March 31, 1997 as compared to $2.0 million for the three months ended March 31,
1996. Further discussion concerning the provision for losses is included under
the caption, "Finance Receivables".

Interest expense increased to $4.6 million for the three months ended March 31,
1997 from $3.3 million for the three months ended March 31, 1996 due to higher
debt levels and effective rates of interest. Average debt outstanding was $208.2
million and $166.3 million for the three months ended March 31, 1997 and 1996,
respectively. The Company's effective rate of interest paid on its debt
increased to 9.0% from 7.9% as a result of the issuance of the 9 1/4% Senior
Notes in February 1997.

The Company's effective income tax rate increased to 38.5% for the three months
ended March 31, 1997 from 37.6% for the three months ended March 31, 1996 due 


                                       20
<PAGE>

to a larger portion of the Company's income being generated in states which
have higher tax rates.

Nine Months Ended March 31, 1997 as compared to
     Nine Months Ended March 31, 1996

Revenue:

The Company's average managed receivables outstanding consisted of the following
(in thousands):
                                                  Nine Months Ended
                                                      March 31,
                                                 -------------------
                                                  1997        1996
                                                  ----        ----
Auto:
  Owned                                         $227,134    $266,685
  Serviced                                       482,186      52,039
                                                 -------     -------

                                                 709,320     318,724
Mortgage                                           7,598
Other                                                            566
                                                 -------     -------

                                                $716,918    $319,290
                                                 =======     =======

Average managed receivables outstanding increased by 125% as a result of higher
loan purchase volume. The Company purchased $603.9 million of auto loans during
the nine months ended March 31, 1997, compared to purchases of $284.0 million
during the nine months ended March 31, 1996. 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 79 auto lending branch
offices as of March 31, 1997, compared to 48 as of March 31, 1996.

The Company purchased $31.8 million of mortgage loans from the date of
acquisition of RVMC through March 31, 1997.


                                       21
<PAGE>

The Company's finance charge income consisted of the following (in thousands):

                                            Nine Months Ended
                                                 March 31,
                                            ------------------
                                           1997            1996
                                           ----            ----
Auto                                     $ 33,316         $ 39,855
Mortgage                                      288
Other                                                           24
                                         --------         --------
                                         $ 33,604         $ 39,879
                                         ========         ========

The decrease in finance charge income is due to a reduction of 15% in average
owned auto receivables outstanding for the nine months ended March 31, 1997
versus the nine months ended March 31, 1996. Prior to December 1995, all of the
auto finance contracts purchased by the Company were held as owned auto
receivables on the Company's consolidated balance sheets. The Company began
selling auto receivables to the Trusts in December 1995, reducing average owned
receivables with corresponding increases in average serviced receivables.

The Company's effective yield on its owned auto finance receivables decreased to
19.5% from 19.9%.

The gain on sale of receivables consists of the following (in thousands):

                                            Nine Months Ended
                                                 March 31,
                                             ------------------
                                             1997         1996
                                             ----         ----

Auto                                       $44,308      $13,346
Mortgage                                     1,600
                                            ------       ------
                                           $45,908      $13,346
                                           =======      =======

The increase in gain on sale of auto receivables resulted from the sale of
$553.8 million of receivables in the nine months ended March 31, 1997 as
compared to $154.4 million of receivables sold in the nine months ended March
31, 1996. The gains amounted to 8.0% and 8.6% of the sales proceeds for the nine
months ended March 31, 1997 and 1996, respectively.

The gain on sale of mortgage receivables resulted from the sale of $27.4 million
of mortgage receivables.


                                       22
<PAGE>

Servicing fee income increased to $13.9 million or 3.8% of average serviced auto
receivables, for the nine months ended March 31, 1997, as compared to $1.3
million or 3.3% of average serviced auto receivables, for the nine months ended
March 31, 1996. Servicing fee income represents accretion of the discount on
excess servicing receivable, 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 primarily due to the increase in average serviced auto
receivables for the nine months ended March 31, 1997 compared to the nine months
ended March 31, 1996.

Investment income increased to $1,951,000 for the nine months ended March 31,
1997 from $836,000 for the nine months ended March 31, 1996 as a result of
higher restricted cash and investment securities balances.


Costs and Expenses:

Operating expenses as an annualized percentage of average managed receivables
outstanding decreased to 6.7% (6.4% excluding operating expenses of $1,403,000
related to the mortgage business) for the nine months ended March 31, 1997 as
compared to 7.2% for the nine months ended March 31, 1996. 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 $18.2 million, or 105%, primarily due
to the addition of auto lending branch offices and management, auto loan
processing and servicing staff and the recently acquired mortgage business.

The provision for losses decreased to $5.0 million for the nine months ended
March 31, 1997 as compared to $6.1 million for the nine months ended March 31,
1996. Further discussion concerning the provision for losses is included under
the caption, "Finance Receivables".

Interest expense increased to $11.2 million for the nine months ended March 31,
1997 from $10.2 million for the nine months ended March 31, 1996 due to higher
debt levels. Average debt outstanding was $178.1 million and $160.8 million for
the nine months ended March 31, 1997 and 1996, respectively. The Company's
effective rate of interest paid on its debt was 8.4% for each period.

The Company's effective income tax rate increased to 38.5% for the nine months
ended March 31, 1997 from 37.0% for the nine months ended March 31, 1996 due to
a larger portion of the Company's income being generated in states which have
higher tax rates.


                                       23
<PAGE>

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 owned auto
receivables portfolio. The Company typically purchases individual automobile
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 auto
receivables sold to the Trusts and serviced by the Company.

The Company sells the mortgage receivables for cash on a servicing released,
whole-loan basis. Such receivables are generally held by the Company for less
than 90 days. Accordingly, no allowance for losses is provided by the Company
for the mortgage receivables.

The Company reviews static pool 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 receivables portfolio.


                                       24
<PAGE>

The following table presents certain data related to the receivables portfolio
(dollars in thousands):

<TABLE>
<CAPTION>
                                                            March 31,
                                                              1997
                                     ---------------------------------------------------------
                                                             Balance
                                      Auto                    Sheet       Auto          Total
                                      Owned      Mortgage     Total     Serviced      Portfolio
                                      -----      --------     -----     --------      ---------
<S>                                  <C>          <C>        <C>        <C>             <C>     
Principal amount of receivables      $250,764     $  7,610   $258,374   $676,891        $935,265
                                                                        ========        ========

Allowance for losses                  (13,233)                (13,233)  $(61,217)(1)    $(74,450)
                                      -------     --------    -------   ========        ========

  Finance receivables, net           $237,531      $ 7,610   $245,141
                                     ========      =======   ========

Number of outstanding contracts        25,650           92                69,221          94,871 (2)
                                     ========      =======              ========        ========    

Average amount of outstanding
  contract (principal amount)
  (in dollars)                       $  9,776      $82,717              $  9,779        $  9,778 (2)
                                     ========      =======              ========        ========    

Allowance for losses as a percentage
  of receivables                          5.3%                              9.0%             8.0%(2)
                                          ===                               ===              ===    
</TABLE>

(1) The allowance for losses related to serviced auto receivables is netted
against excess servicing receivable in the Company's consolidated balance
sheets.

(2)  Includes auto receivables only.

The following is a summary of managed auto receivables which are more than 60
days delinquent (dollars in thousands):

                                                         March 31,
                                                   -------------------
                                                    1997        1996
                                                    ----        ----

Delinquent contracts                              $29,484      $13,593
Delinquent contracts as a percentage
  of managed auto receivables                         3.2%         3.2%


                                       25
<PAGE>

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,
                              --------------------    ------------------
                               1997          1996       1997       1996
                               ----          ----       ----       ----
Net charge-offs:
  Owned                       $3,829        $4,958    $12,894    $13,139
  Serviced                     7,506           285     16,190        319
                              ------        ------     ------     ------
                             $11,335        $5,243    $29,084    $13,458
                              ======        ======     ======     ======

Net charge-offs as an
  annualized percentage of
  average managed auto
  receivables outstanding        5.5%          5.6%       5.5%       5.6%
                                 ===           ===        ===        ===

The Company recorded periodic provisions for losses as charges to operations of
$1.8 million and $2.0 million for the three months ended March 31, 1997 and
1996, respectively, and $5.0 million and $6.1 million for the nine months ended
March 31, 1997 and 1996, respectively. The decreased loss provisions are a
result of lower average owned auto receivables outstanding for the periods ended
March 31, 1997 versus the periods ended March 31, 1996.

The Company began its automobile finance business in September 1992 and the
Company has grown its managed auto receivables portfolio to $927.7 million as of
March 31, 1997. The Company expects that its delinquency and charge-offs will
increase over time as the portfolio matures and its 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.


                                       26
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash flows are summarized as follows (in thousands):

                                                 Nine Months Ended
                                                     March 31,
                                                -------------------
                                                 1997         1996
                                                 ----         ----

Operating activities                           $43,507       $18,958
Investing activities                           (71,616)      (48,576)
Financing activities                            30,284        12,888
                                               -------       -------
Net increase (decrease) in
  cash and cash equivalents                    $ 2,175      ($16,730)
                                               =======       =======

In addition to the net change in cash and cash equivalents shown above, the
Company also had net decreases in investment securities of $58,000 and
$3,425,000 for the nine months ended March 31, 1997 and 1996, 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
mortgage warehouse facility, the issuance of automobile receivables-backed
securities in securitization transactions and excess cash flow distributions
from the Trusts.

The Company's bank line of credit arrangement with a group of banks provides for
borrowings up to $240 million, subject to a defined borrowing base. The facility
matures in October 1997. The Company utilizes the line of credit to fund its
daily auto lending activities and operations. A total of $29.2 million was
outstanding under the line of credit as of March 31, 1997.

On February 4, 1997, the Company completed the issuance of $125 million of 
9 1/4% Senior Notes due 2004. Interest on the notes is payable semi-annually,
commencing in August 1997. The notes, which are unsecured, may be redeemed at
the option of the Company after February 2001 at a premium declining to par in
February 2003. The net proceeds from the offering were used to pay down
outstanding borrowings under the bank line of credit.

On February 6, 1997, the Company entered into a mortgage warehouse facility with
a bank under which the Company may borrow up to $75 million, subject to a
defined borrowing base. Borrowings under the facility are collateralized by
certain mortgage receivables and bear interest, based upon the Company's option,
at either the prime rate or various market London Interbank Offered 


                                       27
<PAGE>

Rates ("LIBOR") plus 1.25%. The Company is also required to pay an annual
commitment fee equal to 1/8% of the unused portion of the facility. The facility
expires in February 1998. A total of $2.7 million was outstanding under the
mortgage warehouse facility as of March 31, 1997.

In March 1997, the Company completed its eighth securitization transaction with
the issuance of $225 million of automobile receivables-backed securities through
the AmeriCredit Automobile Receivables Trust 1997-A. 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 auto
receivables. The Company purchased $603.9 million of auto finance contracts
during the nine months ended March 31, 1997 requiring cash of $593.4 million,
net of acquisition fees and other factors. The Company operated 79 auto lending
branch offices as of March 31, 1997. The Company plans to open six branches in
the remainder of fiscal 1997 and forty branches in fiscal 1998. The company may
also expand loan production capacity at existing offices where appropriate.
While the Company has been able to establish and grow its 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 March 31, 1997. Certain restrictions contained in the Indenture
pursuant to which the 9 1/4% Senior Notes were issued prevent the Company from
repurchasing additional common stock for the remainder of fiscal 1997 and limit
the amount of common stock which may be repurchased thereafter.

As of March 31, 1997, the Company had $10.8 million in cash and cash equivalents
and investment securities. The Company also had available borrowing capacity of
$123.9 million under its bank line of credit pursuant to the borrowing base
requirement of such credit agreement. The Company estimates that it will require
additional external capital for the remainder of fiscal 1997 in addition to
these existing capital resources, collections and recoveries on its finance
receivables portfolio and excess cash flow distributions from the Trusts in
order to fund expansion of its automobile and mortgage lending businesses,
capital expenditures, and other costs and expenses.


                                       28
<PAGE>

The Company anticipates that such funding may be in the form of additional
securitization transactions and implemention of other warehouse financing
facilities. 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, the regular sale of finance receivables to the Trusts
and pre-funding securitizations, whereby the amount of asset-backed securities
issued in a securitization exceeds the amount of receivables initially sold to
the Trust. The proceeds from the pre-funded portion are held in an escrow
account until the Company sells additional receivables to the Trust in amounts
up to the balance of the pre-funded escrow account. In pre-funded
securitizations, the Company locks in the borrowing costs with respect to the
loans it subsequently purchases and delivers 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 loans and the interest rate paid on the asset-backed
securities outstanding. 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's profitability.


                                       29
<PAGE>

          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 March 31, 1997.

                            Certain subsidiaries and affiliates of the Company
                            filed monthly reports on Form 8-K during the
                            quarterly period ended March 31, 1997 reporting
                            information related to securitization trusts.


                                       30
<PAGE>

                                 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 14, 1997         By:      /s/  Daniel E. Berce
                                  ---------------------------
                                          (Signature)

                                  Daniel E. Berce
                                  Chief Financial Officer


                                       31


<PAGE>

                                                                    EXHIBIT 11.1

                               AMERICREDIT CORP.
                STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
               (dollars in thousands, except per share amounts)

                               Three Months Ended         Nine Months Ended
                                    March 31,                  March 31,
                               ------------------         -----------------
                                1997         1996         1997         1996
                                ----         ----         ----         ----

PRIMARY:

Average common shares
  outstanding                 29,094,605   28,432,836   28,785,142  28,525,606

Common share equivalents
  resulting from assumed
  exercise of stock options    1,938,625    1,649,357    1,820,699   1,649,792
                              ----------   ----------   ----------  ----------

Average common shares and
  share equivalents
  outstanding                 31,033,230   30,082,193   30,605,841  30,175,398
                              ==========   ==========   ==========  ==========

FULLY DILUTED:

Average common shares
  outstanding                 29,094,605   28,432,836   28,785,142  28,525,606

Common share equivalents
  resulting from assumed
  exercise of stock options    1,938,625    1,720,298    1,820,699   1,770,318
                              ----------   ----------   ----------  ----------

Average common shares and 
  stock equivalents 
  outstanding                 31,033,230   30,153,134   30,605,841  30,295,924
                              ==========   ==========   ==========  ==========

NET INCOME                       $10,126      $ 6,312      $27,396     $14,418
                                 =======      =======      =======     =======

EARNINGS PER SHARE:

  Primary                        $   .33      $   .21      $   .90     $   .48
                                 =======      =======      =======     =======

  Fully diluted                  $   .33      $   .21      $   .90     $   .48
                                 =======      =======      =======     =======


                                       32
<PAGE>

Primary earnings per share has been computed by dividing net income by the
average common shares and share equivalents outstanding. Common share
equivalents were computed using the treasury stock method. The average common
stock market price for the period was used to determine the number of common
share equivalents.

Fully diluted earnings per share has been computed in the same manner as primary
earnings per share except that the higher of the average or end of period common
stock market price was used to determine the number of common share equivalents.


                                       33


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
FINANCIAL STATEMENTS OF AMERICREDIT CORP. INCLUDED IN ITS QUARTERLY REPORT ON
FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                             JUL-01-1996
<PERIOD-END>                               MAR-31-1997
<CASH>                                          64,612
<SECURITIES>                                     6,500
<RECEIVABLES>                                  258,374
<ALLOWANCES>                                  (13,233)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                          14,835
<DEPRECIATION>                                 (3,228)
<TOTAL-ASSETS>                                 431,968
<CURRENT-LIABILITIES>                                0
<BONDS>                                        193,958
                                0
                                          0
<COMMON>                                           336
<OTHER-SE>                                     201,161
<TOTAL-LIABILITY-AND-EQUITY>                   431,968
<SALES>                                              0
<TOTAL-REVENUES>                                96,402
<CGS>                                                0
<TOTAL-COSTS>                                   35,595
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 5,040
<INTEREST-EXPENSE>                              11,223
<INCOME-PRETAX>                                 44,544
<INCOME-TAX>                                    17,148
<INCOME-CONTINUING>                             27,396
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    27,396
<EPS-PRIMARY>                                      .90
<EPS-DILUTED>                                      .90
        

</TABLE>


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