Exhibit-99

         STATEMENT REGARDING FORWARD LOOKING STATEMENTS AND RISK FACTORS

Risk Factors

    There are various  risks in  purchasing  our  securities or investing in our
business,  including those described below. You should carefully  consider these
risk factors  together  with all other  information  included in this Form 10-Q.
Capitalized  terms not  otherwise  defined  in this  Exhibit  99 shall  have the
meaning assigned to them in the Form 10-Q.

We make forward looking statements

    This  report  contains  forward  looking  statements  within the  meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. The words "believe," "expect,"  "anticipate,"  "estimate,"
"project," and similar expressions  identify forward looking  statements.  These
statements may include, but are not limited to, projections of revenues, income,
or loss,  estimates  of  capital  expenditures,  plans  for  future  operations,
products or  services,  and  financing  needs or plans,  as well as  assumptions
relating to these matters.  Forward looking statements speak only as of the date
the statement was made. They are inherently  subject to risks and uncertainties,
some of which we cannot  predict or quantify.  Future events and actual  results
could differ  materially from the forward looking  statements.  When considering
each  forward  looking  statement,  you should keep in mind the risk factors and
cautionary  statements found  throughout this Form 10-Q and  specifically  those
found  below.  We are not  obligated  to  publicly  update or revise any forward
looking  statements,  whether as a result of new information,  future events, or
for any other reason.

We have  incurred  net  losses in three of the last five  years and could  incur
additional net losses in future periods.

    We began  operations in 1992 and incurred  significant  operating  losses in
1994 and 1995.  Although we recorded net earnings in 1996, 1997 and in the first
quarter of 1999,  we incurred a net loss of $5.7 million in 1998. A  substantial
portion  of our net  earnings  in 1997 and 1996 was  attributable  to the  gains
recognized on our securitization  transactions.  The net loss in 1998 was due in
large part to:

     o    a charge of  approximately  $9.1 million ($5.6 million,  net of income
          taxes) to discontinued operations in the first quarter of 1998 for the
          closure of the branch office network,
     o    a charge of  approximately  $6.0 million ($3.6 million,  net of income
          taxes) to discontinued operations during the third quarter of 1998 due
          primarily  to  higher  than  anticipated  loan  losses  and  servicing
          expenses in connection  with the branch  office loan  portfolio and to
          the writeoff of $2.0 million  ($1.2  million,  net of income taxes) in
          costs incurred in our terminated rights offering, and
     o    a  change  in the  fourth  quarter  of 1998  in the  way we  structure
          securitization transactions for accounting purposes.

    There  can be no  assurance  that we  will be  profitable  again  in  future
periods.  Our failure to be  profitable  can  adversely  affect the value of our
outstanding securities.

     Factors  Determining  Our  Future  Profitability.  Our  ability  to achieve
profitability will depend primarily upon our ability to:

     o    expand our revenue  generating  operations  while not  proportionately
          increasing our administrative overhead,
     o    maintain  or  increase  the  level  of  loans  serviced  by  our  bulk
          purchasing and loan servicing segment,
     o    originate and purchase  contracts  with an acceptable  level of credit
          risk,
     o    effectively collect payments due on the contracts in our portfolio and
          portfolios we service for others,
     o    locate  sufficient  financing,  with  acceptable  terms,  to fund  and
          maintain our operations,  and o adapt to the increasingly  competitive
          market in which we operate.

     Our inability to achieve or maintain any or all of these  objectives  could
have a material  adverse effect on our business and the value of our outstanding
securities.  Outside  factors,  such as the economic,  regulatory,  and judicial
environments in which we operate, will also have an effect on our business.



<PAGE>


Our operations depend significantly on external financing.

    We have borrowed,  and will continue to borrow,  substantial amounts to fund
our operations.  Our operations  require large amounts of capital.  If we cannot
obtain the  financing  we need on a timely  basis and on  favorable  terms,  our
business will be adversely  affected.  We currently obtain our financing through
three primary sources:

     o    a revolving credit facility with General Electric Capital Corporation;
     o    securitization transactions; and
     o    loans from other sources.

    Revolving  Credit Facility with GE Capital.  Our revolving  facility with GE
Capital  is  our  primary   source  of  operating   capital.   We  have  pledged
substantially  all of our assets to GE Capital to secure the  borrowings we make
under this  facility.  Although this  facility has a maximum  commitment of $125
million,  the amount we can borrow is limited by the amount of certain  types of
assets that we own. In addition,  we cannot borrow  approximately  $8 million of
the capacity while our guarantee to the First Merchants Contract Purchaser is in
effect.  As of March 31, 1999,  we owed  approximately  $75.6  million under the
revolving  facility,  and had the ability to borrow an additional $21.5 million.
The revolving  facility expires in June 2000. Even if we continue to satisfy the
terms and conditions of the revolving facility, we may not be able to extend its
term beyond the current expiration date.

    Securitization  Transactions.  We can restore capacity under the GE facility
from time to time by securitizing portfolios of finance receivables. Our ability
to  successfully  complete  securitizations  in the  future may be  affected  by
several factors, including:

     o    the condition of  securities  markets  generally,  o conditions in the
          asset-backed securities markets specifically,
     o    the credit quality of our loan contract portfolio, and
     o    the performance of our servicing operations.

    The  securitization   subsidiaries  are  wholly-owned   "bankruptcy  remote"
entities.   Their  assets,  including  the  line  items  "Residuals  in  Finance
Receivables  Sold" and  "Investments  Held in Trust,"  which are a component  of
Finance  Receivables  on our balance  sheet,  are not  available  to satisfy the
claims of our creditors.

    On November 17, 1998,  we  announced  that we were  changing the way that we
structure  transactions  under  our  securitization  program.  In the  past,  we
structured these  transactions as sales for accounting  purposes.  In the fourth
quarter of 1998, however,  we began to structure  securitizations for accounting
purposes to retain the  financed  receivables  and  related  debt on our balance
sheet and recognize the income over the life of the contracts. In the past, gain
on sales  of  loans in  securitization  transactions  has been  material  to our
profitability.  This change will cause a material adverse effect on our reported
earnings until the net interest earnings from new contracts added to our balance
sheet  approximates  those net revenues that we  historically  recognized on our
securitization sales.

    Contractual   Restrictions.   The  revolving  facility,  the  securitization
program,  and our other credit facilities contain various restrictive  covenants
that limit our  operations.  Under these  credit  facilities,  we must also meet
certain  financial  tests. As of March 31, 1999, we did not satisfy the interest
coverage ratio under the GE facility. GE Capital waived this default as of March
31, 1999. At the present  time,  we believe that we are in  compliance  with the
terms and conditions of the revolving  facility and our other credit facilities.
Failure  to  satisfy  the  covenants  in  our  credit   facilities   and/or  our
securitization program could have a material adverse effect on our operations.



<PAGE>


We have a high risk of credit losses because of the poor creditworthiness of our
borrowers.

    Substantially  all of the sales  financing  that we extend and the contracts
that we service are with  sub-prime  borrowers.  Sub-prime  borrowers  generally
cannot obtain credit from  traditional  financial  institutions,  such as banks,
savings  and  loans,  credit  unions,  or  captive  finance  companies  owned by
automobile  manufacturers,  because of their poor  credit  histories  and/or low
incomes. We have established an Allowance for Credit Losses  approximating 26.7%
of contract  principal balances as of March 31, 1999 to cover anticipated credit
losses on the contracts currently in our portfolio.  Further,  the Allowance for
Credit  Losses  embedded  in the  Residuals  in  Finance  Receivables  Sold as a
percentage of the remaining  principal balances of the underlying  contracts was
approximately  20.5% as of March 31, 1999. We believe that our current Allowance
for Credit  Losses is adequate to cover  anticipated  credit  losses.  There is,
however,  no assurance that we have adequately  provided for, or will adequately
provide for,  such credit  risks.  A  significant  variation in the timing of or
increase in credit losses on our portfolio would have a material  adverse effect
on our net earnings.

    We also  operate our Cygnet  dealer  program,  under which we provide  third
party  dealers  who finance the sale of used cars to  sub-prime  borrowers  with
warehouse purchase facilities and operating lines of credit primarily secured by
those dealers' retail installment contract portfolios and/or inventory. While we
require  third party  dealers to meet  certain  minimum net worth and  operating
history  criteria before we loan money to them,  these dealers may not otherwise
be able to obtain debt financing from traditional lending institutions. Like our
other  financing  activities,  these  loans  subject us to a high risk of credit
losses that could have a material  adverse  effect on our operations and ability
to meet our other financing obligations.

Various industry considerations and legal contingencies affect us.

    In recent periods,  several major used car finance  companies have announced
major downward  adjustments to their  financial  statements,  violations of loan
covenants,  related litigation,  and other events. Companies in the used vehicle
sales and  financing  market have also been named as defendants in an increasing
number of class action  lawsuits  brought by customers  claiming  violations  of
various federal and state consumer credit and similar laws and  regulations.  In
addition, certain of these companies have filed for bankruptcy protection. These
events:

     o    have lowered the value of securities of sub-prime  automobile  finance
          companies,
     o    have made it more difficult for sub-prime lenders to borrow money, and
     o    could cause more restrictive regulation of this industry.

     Compliance  with  additional  regulatory   requirements  may  increase  our
operating expenses and reduce our profitability.

Interest rates affect our profitability.

    Interest Rate Spread. A substantial  portion of our financing income results
from the  difference  between the rate of interest we pay on the funds we borrow
and the rate of interest we earn on the  contracts  in our  portfolio.  While we
earn  interest on the  contracts we own at a fixed rate,  we pay interest on our
borrowings  under our GE  facility  at a  floating  rate.  When  interest  rates
increase,  our interest expense increases and our net interest margins decrease.
Increases in our interest expense that we cannot offset by increases in interest
income will lower our profitability.
<PAGE>

    Impact  of Laws  Limiting  Interest  Rates.  Historically,  we  conducted  a
significant  portion  of our used car sales  activities  in,  and a  significant
portion of the  contracts  we service  were  originated  in states  that did not
impose  limits on the interest rate that a lender may charge.  However,  we have
expanded,  and will  continue to expand,  into states that impose  interest rate
limitations.  When a state  limits the amount of  interest  we can charge on our
installment sales contracts, we may not be able to offset any increased interest
expense caused by rising  interest  rates or greater levels of borrowings  under
our credit facilities.  Therefore, these interest rate limitations or additional
laws,  rules,  or  regulations  that may be adopted in the future can  adversely
affect our profitability.

Our  business  is subject  to federal  and state  regulation,  supervision,  and
licensing.

    We are  subject to ongoing  regulation,  supervision,  and  licensing  under
various federal, state, and local statutes,  ordinances, and regulations.  Among
other things, these laws:

     o    require   that  we  obtain   and   maintain   certain   licenses   and
          qualifications,
     o    limit or prescribe  terms of the  contracts  that we originate  and/or
          purchase,
     o    require specified disclosures to customers,
     o    limit our right to repossess and sell collateral, and
     o    prohibit us from discriminating against certain customers.

    We  believe  that  we are  currently  in  substantial  compliance  with  all
applicable material federal, state, and local laws and regulations.  We may not,
however,  be able to remain in  compliance  with such laws.  If we do not comply
with  these  laws,  we  could be fined or  certain  of our  operations  could be
interrupted or shut down.  Failure to comply could,  therefore,  have a material
adverse  effect on our  operations.  In  addition,  the  adoption of  additional
statutes and regulations, changes in the interpretation of existing statutes and
regulations,  or our entry into  jurisdictions  with more  stringent  regulatory
requirements could also have a material adverse effect on our operations.

     We are dependent on our data processing platforms and other technology. Our
computer systems may be subject to a Year 2000 date failure.

    Conversion of Our Data Processing Platforms. We recently converted our chain
of dealerships and related loan servicing data processing operations to a single
computer  system.  These  conversions  can  cause  various   implementation  and
integration  problems  that can affect our  servicing  operations  and result in
increases  in  contract  delinquencies  and  charge-offs  and  decreases  in our
servicing  income.  Failure  to  successfully  complete  our  conversions  could
materially affect our business and profitability.

     Year 2000 Readiness.  We have recently  completed program  modifications or
changes to our computer systems to allow them to properly  process  transactions
relating to the Year 2000 and beyond.  We are currently  performing  future date
testing on our program code. We estimate that we will spend between $2.2 million
to $2.7 million for Year 2000 evaluation, remediation, testing, and replacement.
We have spent  approximately  $2.0 million to date. We can be adversely affected
by Year 2000 problems in the business  systems of our  suppliers,  vendors,  and
business   partners,   such  as  utility   suppliers,   banking   partners   and
telecommunication  service providers.  We can also be adversely affected if Year
2000  problems  result in  business  disruptions  or  failures  that  impact our
customers'  ability to make their loan  payments.  Failure to fully  address and
resolve  these Year 2000  issues  could have a  material  adverse  effect on our
operations. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Year 2000 Readiness Disclosure."
<PAGE>

     Our  Current  Contingency  Plan is Being  Revised.  We  depend  on our loan
servicing   and   collection   facilities   and  on   long-distance   and  local
telecommunications  access to transmit and process information among our various
facilities. We use a standard program to prepare and store off-site backup tapes
of our main system  applications and data files on a routine basis.  However, we
believe  that we need to revise  our  current  contingency  plan  because of our
recent system conversions and significant  growth.  Although we intend to update
our contingency  plan during 1999,  there could be a failure in the interim.  In
addition,  the plan as revised may not  prevent a system  failure or allow us to
timely resolve any systems failure. Also, a natural disaster, calamity, or other
significant  event that causes  long-term  damage to any of these  facilities or
that interrupts our  telecommunications  networks could have a material  adverse
effect on our operations.

We have certain risks relating to the First Merchants transaction.

    We have entered into several  transactions in the bankruptcy  proceedings of
First Merchants  Acceptance  Corporation (First Merchants).  We purchased 78% of
First  Merchants'  senior  bank  debt at a 10%  discount.  We  agreed to pay the
selling banks additional consideration up to the amount of this 10% discount (or
approximately  $7.6  million) if First  Merchants  makes cash payments or issues
notes at market rates to its unsecured creditors and equity holders in excess of
10% of their allowed claims against First  Merchants.  First  Merchants may make
future  cash  payments  to its  unsecured  creditors  and  equity  holders  from
recoveries on the contracts  which  originally  secured the senior bank debt and
from certain  residual  interests in First  Merchants'  securitized  loan pools,
after First  Merchants pays certain other amounts  (Excess  Collections).  Under
First Merchants plan of  reorganization,  we will split these Excess Collections
with First Merchants.

    If we satisfy  certain  requirements,  we may be able to issue shares of our
common stock in exchange for all or part of First Merchants' share of the Excess
Collections.  This  would  reduce the cash  distributions  that could be made to
First Merchants'  unsecured  creditors  and/or equity holders.  We would then be
entitled to receive First Merchants' share of the Excess Collections. Any shares
would be priced at 98% of the average  closing price of our common stock for the
10 trading  days prior to the date of  issuance.  This  market  price must be at
least $8.00 per share or we cannot exercise this option.

    Even if we are able to issue common stock for this purpose:

    o    the  number of shares  that we issue may not be  sufficient  to prevent
         First Merchants from paying unsecured creditors and equity holders more
         than 10% of their claims against First  Merchants.  Should this happen,
         we would be required to pay the selling banks additional  consideration
         for our purchase of 78% of First Merchants' senior bank debt, and
    o    the issuance of shares would cause dilution to our common stock.

    We also have other risks in the First Merchants bankruptcy case:
<PAGE>

    o    we sold the  contracts  securing the bank claims at a profit to a third
         party  purchaser (the Contract  Purchaser).  We guaranteed the Contract
         Purchaser a specified return on the contracts with a current maximum of
         $8  million.  Although  we  obtained  a related  guarantee  from  First
         Merchants  secured by certain  assets,  there is no assurance  that the
         First Merchants  guarantee will cover all of our obligations  under our
         guarantee to the Contract Purchaser,
    o    we have made debtor-in-possession loans to First Merchants,  secured by
         certain   assets.   We   have   continuing    obligations   under   our
         debtor-in-possession credit facility (DIP facility). First Merchants is
         currently in default on the DIP facility However,  we have negotiated a
         settlement  with them that  increases  our funding  obligation  by $2.0
         million subject to satisfaction of certain conditions.
    o    we entered  into  various  agreements  to service the  contracts in the
         securitized  pools of First  Merchants  and the  contracts  sold to the
         Contract  Purchaser.  If we lose our right to service these  contracts,
         our 17  1/2%  share  of  the  Excess  Collections  can  be  reduced  or
         eliminated.

     Each of the First  Merchants  risks  described in this section could have a
material adverse effect on our operations.

     If we make  additional  acquisitions,  there is no  assurance  they will be
successful.

    In 1997, we completed three significant  acquisitions  (Seminole,  E-Z Plan,
and  Kars).  We intend  to  consider  additional  acquisitions,  alliances,  and
transactions  involving  other  companies  that could  complement  our  existing
business. We may not, however, be able to identify suitable acquisition parties,
joint venture candidates, or transaction counterparties.  Additionally,  even if
we can  identify  suitable  parties,  we may  not be able  to  consummate  these
transactions on terms that we find favorable.

    Furthermore,  we may not be able to  successfully  integrate any  businesses
that  we  acquire  into  our  existing  operations.  If we  cannot  successfully
integrate  acquisitions,  our operating expenses may increase in the short-term.
This increase would affect our net earnings,  which could  adversely  affect the
value of our outstanding securities.  Moreover,  these types of transactions may
result in potentially dilutive issuances of equity securities, the incurrence of
additional debt, and amortization of expenses related to goodwill and intangible
assets,  all of which could adversely affect our  profitability.  In addition to
the risks already mentioned,  these  transactions  involve numerous other risks,
including the diversion of management  attention from other  business  concerns,
entry into markets in which we have had no or only limited  experience,  and the
potential  loss of key  employees of acquired  companies.  Occurrence  of any of
these risks could have a material adverse effect on us.

Our industry is highly competitive.

    Although a large number of smaller companies have  historically  operated in
the used car sales industry,  this industry has recently  attracted  significant
attention  from a number  of large  companies.  These  large  companies  include
AutoNation,  U.S.A.,  CarMax,  and Driver's  Mart.  These  companies have either
entered the used car sales business or announced plans to develop large used car
sales operations.  Many franchised new car dealerships have also increased their
focus on the used car market.  We believe that these  companies are attracted by
the  relatively  high gross  margins that can be achieved in this market and the
industry's lack of consolidation. Many of these companies and franchised dealers
have significantly greater financial, marketing, and other resources than we do.
Among other things,  increased  competition could result in increased  wholesale
costs for used cars, decreased retail sales prices, and lower margins.
<PAGE>

    Like the  sale of used  cars,  the  business  of  purchasing  and  servicing
contracts originated from the sale of used cars to sub-prime borrowers is highly
fragmented  and very  competitive.  In recent years,  several  consumer  finance
companies have completed public offerings. Through these public offerings, these
companies  have been able to raise the capital  necessary to fund  expansion and
support  increased  purchases of contracts.  These  companies have increased the
competition for the purchase of contracts, in many cases purchasing contracts at
higher prices than we would be willing to pay.

    There are  numerous  financial  services  companies  serving,  or capable of
serving, our market. These companies include traditional financial  institutions
such as banks,  savings and loans,  credit unions, and captive finance companies
owned by automobile  manufacturers,  as well as other  non-traditional  consumer
finance companies,  many of which have significantly greater financial and other
resources than our own. Increased competition may cause downward pressure on the
interest rates that we charge.  This pressure could affect the interest rates we
charge  on  contracts  originated  by our  dealerships  or cause us to reduce or
eliminate the acquisition discount on the contracts we purchase from third party
dealers.  Either change could have a material adverse effect on the value of our
securities.

The success of our operations depends on certain key personnel.

    We believe that our ability to successfully  implement our business strategy
and to operate  profitably  depends on the  continued  employment  of our senior
management  team.  The  unexpected  loss  of the  services  of  any  of our  key
management  personnel or our inability to attract new management  when necessary
could have a material  adverse  effect on our  operations.  Currently  we do not
maintain any key person life insurance on any of our executive officers.

     We may be  required to issue stock in the future that will dilute the value
of our existing stock.

     Issuance of any or all of the following  securities may dilute the value of
the securities that our existing stockholders now hold:

     o    we have  granted  warrants  to purchase a total of  approximately  1.6
          million  shares of our common stock to various  parties with  exercise
          prices ranging from $6.75 to $20.00 per share,
     o    we may be  required  to issue  additional  warrants  in the  future in
          connection with certain transactions we have entered into, and
     o    we may  issue  common  stock in the  First  Merchants  transaction  in
          exchange for First Merchants portion of the Excess Collections.

A principal stockholder controls a significant percentage of our stock.

    Mr.  Ernest C.  Garcia,  II, our  Chairman,  Chief  Executive  Officer,  and
principal stockholder,  or his affiliates held approximately 4,774,500 shares or
32.0% of our  outstanding  common  stock as of March 31, 1999.  This  percentage
includes 136,500 shares held by The Garcia Family  Foundation,  Inc., an Arizona
non-profit  corporation,  and 138,000 shares held by Verde Investments,  Inc., a
real estate investment  corporation  controlled by Mr. Garcia. As a result,  Mr.
Garcia has a significant influence upon our activities as well as on all matters
requiring  approval  of our  stockholders.  These  matters  include  electing or
removing  members  of our board of  directors,  engaging  in  transactions  with
affiliated entities, causing or restricting our sale or merger, and changing our
dividend policy.  The interests of Mr. Garcia may conflict with the interests of
our other stockholders.

There is a potential anti-takeover effect if we issue preferred stock.

     Our  Certificate  of  Incorporation  authorizes  us to issue "blank  check"
preferred  stock. Our Board of Directors may fix or change from time to time the
designation,  number, voting powers, preferences, and rights of this stock. Such
issuances  could  make it more  difficult  for a third  party to  acquire  us by
reducing the voting  power or other  rights of the holders of our common  stock.
Although we have no present  intention  of issuing any shares of our  authorized
preferred stock, we may do so in the future.