UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the fiscal quarter ended:		Commission file number:
October 31, 2004		0-14939

 

AMERICA’S CAR-MART, INC.

(Exact name of registrant as specified in its charter)

 

Texas		63-0851141
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1501 Southeast Walton Blvd., Suite 213, Bentonville, Arkansas 72712
(Address of principal executive offices, including zip code)
(479) 464-9944
(Registrant’s telephone number, including area code)

 

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

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o

 

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

 

 

 

Part I

 

Item 1. Financial Statements	America’s Car-Mart, Inc.
Consolidated Balance Sheets

 

		October 31, 2004			April 30, 2004
		(unaudited)
Assets:
Cash and cash equivalents		$	566,447		$	1,128,349
Other receivables		575,711			509,752
Finance receivables, net		115,570,804			103,683,660
Inventory		6,323,766			5,975,292
Prepaid expenses and other assets		695,282			387,641
Property and equipment, net		7,979,631			5,556,757
		$	131,711,641		$	117,241,451
Liabilities and stockholders’ equity:
Accounts payable		$	2,125,103		$	2,122,927
Accrued liabilities		5,894,798			5,544,988
Income taxes payable		884,531			845,044
Deferred tax liabilities, net		2,066,896			1,616,896
Revolving credit facility		26,484,897			22,534,120
		37,456,225			32,663,975
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $.01 per share, 1,000,000 shares authorized; none issued or outstanding
Common stock, par value $.01 per share, 50,000,000 shares authorized; 7,815,082 issued and outstanding (7,757,841 at April 30, 2004)		78,151			77,578
Additional paid-in capital		33,492,434			33,138,765
Retained earnings		60,684,831			51,361,133
Total stockholders’ equity		94,255,416			84,577,476
		$	131,711,641		$	117,241,451

 

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

 

2

 

Consolidated Statements of Operations	America’s Car-Mart, Inc.
(Unaudited)

 

		Three Months Ended October 31,						Six Months Ended October 31,
		2004			2003			2004			2003
Revenues:
Sales		$	46,694,447		$	40,196,997		$	93,926,981		$	80,517,141
Interest income		3,820,978			3,117,827			7,398,112			6,108,131
		50,515,425			43,314,824			101,325,093			86,625,272
Costs and expenses:
Cost of sales		25,324,466			21,195,825			50,566,829			42,131,576
Selling, general and administrative		8,361,196			7,128,642			16,565,758			14,435,598
Provision for credit losses		9,487,353			8,560,796			18,709,031			16,281,659
Interest expense		286,880			304,912			514,281			620,578
Depreciation and amortization		99,123			78,346			191,471			160,163
		43,559,018			37,268,521			86,547,370			73,629,574
Income from continuing operations before tax		6,956,407			6,046,303			14,777,723			12,995,698
Provision for income taxes		2,565,423			2,231,173			5,454,025			4,801,161
Income from continuing operations		4,390,984			3,815,130			9,323,698			8,194,537
Discontinued operations:
Income from discontinued operations, net of tax											165,000
Net income		$	4,390,984		$	3,815,130		$	9,323,698		$	8,359,537
Basic earnings per share:
Continuing operations		$	.56		$	.51		$	1.20		$	1.11
Discontinued operations											.02
Total		$	.56		$	.51		$	1.20		$	1.13
Diluted earnings per share:
Continuing operations		$	.55		$	.48		$	1.16		$	1.03
Discontinued operations											.02
Total		$	.55		$	.48		$	1.16		$	1.05
Weighted average number of shares outstanding:
Basic		7,809,681			7,512,401			7,792,930			7,403,666
Diluted		8,015,857			7,950,608			8,006,910			7,930,054

 

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

 

3

 

Consolidated Statements of Cash Flows	America’s Car-Mart, Inc.
(Unaudited)

 

		Six Months Ended October 31,
		2004			2003
Operating activities:
Net income		$	9,323,698		$	8,359,537
Less: Income from discontinued operations					165,000
Income from continuing operations		9,323,698			8,194,537
Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization		191,471			160,163
Deferred income taxes		450,000			559,937
Changes in finance receivables, net:
Finance receivable originations		(85,970,739		)	(75,153,632		)
Finance receivable collections		51,075,465			47,689,270
Provision for credit losses		18,709,031			16,281,659
Inventory acquired in repossession		4,299,099			3,259,627
Subtotal finance receivables		(11,887,144		)	(7,923,076		)
Changes in operating assets and liabilities:
Income tax receivable					3,588
Other receivables		(65,959		)	26,302
Inventory		(348,474		)	(763,967		)
Prepaid expenses and other assets		(307,641		)	(51,081		)
Accounts payable and accrued liabilities		351,986			(1,314,293		)
Income taxes payable		182,487			1,391,000
Net cash provided by (used in) operating activities		(2,109,576		)	283,110
Investing activities:
Purchase of property and equipment		(2,614,345		)	(735,246		)
Net cash used in investing activities		(2,614,345		)	(735,246		)
Financing activities:
Exercise of stock options		425,575			1,617,990
Purchase of common stock		(214,333		)	(412,913		)
Proceeds from (repayments of) revolving credit facility, net		3,950,777			(223,564		)
Net cash provided by financing activities		4,162,019			981,513
Cash provided by (used in) continuing operations		(561,902		)	529,377
Cash provided by discontinued operations					250,000
Increase (decrease) in cash and cash equivalents		(561,902		)	779,377
Cash and cash equivalents at:                                 Beginning of period		1,128,349			783,786
End of period		$	566,447		$	1,563,163

 

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

 

4

 

Notes to Consolidated Financial Statements (Unaudited)

America’s Car-Mart, Inc.

 

A – Organization and Business

 

America’s Car-Mart, Inc., a Texas corporation (the “Company”), is the largest publicly held automotive retailer in the United States focused exclusively on the “Buy Here/Pay Here” segment of the used car market. References to the Company typically include the Company’s consolidated subsidiaries. The Company’s operations are principally conducted through its two operating subsidiaries, America’s Car-Mart, Inc., an Arkansas corporation, (“Car-Mart of Arkansas”) and Colonial Auto Finance, Inc. (“Colonial”). Collectively, Car-Mart of Arkansas and Colonial are referred to herein as “Car-Mart”. The Company primarily sells older model used vehicles and provides financing for substantially all of its customers. Many of the Company’s customers have limited financial resources and would not qualify for conventional financing as a result of limited credit histories or past credit problems. As of October 31, 2004, the Company operated 76 stores located primarily in small cities throughout the South-Central United States.

 

B – Summary of Significant Accounting Policies

 

General

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended October 31, 2004 are not necessarily indicative of the results that may be expected for the year ended April 30, 2005. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended April 30, 2004.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

Concentration of Risk

The Company provides financing in connection with the sale of substantially all of its vehicles. These sales are made primarily to customers residing in Arkansas, Oklahoma, Texas, Kentucky and Missouri, with approximately 63% of sales made to customers residing in Arkansas. Periodically, the Company maintains cash in financial institutions in excess of the amounts insured by the federal government. The Company’s revolving credit facility matures in April 2006. The Company expects that it will be able to renew or refinance such credit facility on or before the scheduled maturity date.

 

Finance Receivables, Repossessions and Charge-offs and Allowance for Credit Losses

The Company originates installment sale contracts from the sale of used vehicles at its dealerships. Finance receivables consist of contractually scheduled payments from installment contracts net of unearned finance charges and an allowance for credit losses. Unearned finance charges represent the initial amounts of interest income expected to be earned over the terms of the installment contracts less the amount of interest income already earned on such contracts. An account is considered delinquent when a contractually scheduled payment has not been received by the scheduled payment date. At October 31, 2004, 3.5% of the Company’s finance receivable balances were over 30 days past due.

 

The Company takes steps to repossess a vehicle when the customer becomes severely delinquent in his or her payments, and management determines that timely collection of future payments is not probable. Accounts are charged-off after the expiration of a statutory notice period for repossessed accounts, or when management determines that timely collection of future payments is not probable for accounts where the Company has been unable to repossess the vehicle.

 

The Company maintains an allowance for credit losses at a level it considers sufficient to cover estimated losses in the collection of its finance receivables. The allowance for credit losses is based primarily upon historical and recent credit loss experience, with consideration given to changes in loan characteristics (i.e., average amount financed and term), delinquency levels, collateral values, economic conditions, underwriting and collection practices, and management’s expectations of future credit losses. The allowance for credit losses is periodically reviewed by management with any changes reflected in current operations. Although it is at least reasonably possible that events or circumstances could occur in the future that are not presently foreseen which could cause actual credit losses to be materially different from the recorded allowance for credit losses, the Company believes that it has given appropriate consideration to all relevant factors and has made reasonable assumptions in determining the allowance for credit losses.

 

5

 

Stock Option Plan

The Company accounts for its stock option plan in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations. As such, compensation expense is only recorded on the date of grant if the market price on such date exceeds the exercise price. Since the exercise price of options granted has been equal to the market price on the date of grant, no compensation expense has been recorded. Had the Company determined compensation cost on the date of grant based upon the fair value of its stock options under Statement of Financial Accounting Standards No. 123 “Accounting for Stock-Based Compensation,” the Company’s pro forma net income and earnings per share would be as follows using the Black-Scholes option-pricing model with the assumptions detailed below. For purposes of this table, the estimated weighted average fair value of options granted using the Black-Scholes option-pricing model was $12.50 and $8.68 per share for the six months ended October 31, 2004 and 2003, respectively.

 

		Three Months Ended October 31,						Six Months Ended October 31,
		2004			2003			2004			2003
Reported net income		$	4,390,984		$	3,815,130		$	9,323,698		$	8,359,537
Fair value compensation cost, net of tax					—			61,875			42,966
Pro forma net income		$	4,390,984		$	3,815,130		$	9,261,823		$	8,316,571
Basic earnings per share:
As reported		$	.56		$	.51		$	1.20		$	1.13
Pro forma		$	.56		$	.51		$	1.19		$	1.12
Diluted earnings per share:
As reported		$	.55		$	.48		$	1.16		$	1.05
Pro forma		$	.55		$	.48		$	1.16		$	1.04
Assumptions:
Dividend yield		0.0		%	0.0		%	0.0		%	0.0		%
Risk-free interest rate		4.5		%	4.0		%	4.5		%	4.3		%
Expected volatility		40.0		%	60.0		%	40.0		%	55.0		%
Expected life		5 years			5 years			5 years			5 years

 

Related Party Transactions

During the six months ended October 31, 2003, the Company paid Dynamic Enterprises, Inc. (“Dynamic”) approximately $18,750 per month for the lease of six dealership locations. A former director of the Company was also an officer of Dynamic during this period.

 

Reclassifications

Certain prior year amounts in the accompanying financial statements have been reclassified to conform to the fiscal 2005 presentation.

 

6

 

C – Finance Receivables

 

The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts typically include interest rates ranging from 6% to 19% per annum, are collateralized by the vehicle sold and provide for payments over periods ranging from 12 to 36 months. The components of finance receivables are as follows:

 

		October 31, 2004			April 30, 2004
Gross contract amount		$	157,386,523		$	140,169,258
Unearned finance charges		(14,087,319		)	(11,449,631		)
Allowance for credit losses		(27,728,400		)	(25,035,967		)
		$	115,570,804		$	103,683,660

 

Changes in the finance receivables allowance for credit losses for the six months ended October 31, 2004 and 2003 are as follows:

 

		Six Months Ended October 31,
		2004			2003
Balance at beginning of period		$	25,035,967		$	20,395,095
Provision for credit losses		18,709,031			16,281,659
Net charge-offs		(16,016,598		)	(13,915,729		)
Balance at end of period		$	27,728,400		$	22,761,025

 

D – Property and Equipment

 

A summary of property and equipment is as follows:

 

		October 31, 2004			April 30, 2004
Land		$	3,039,236		$	2,002,927
Buildings and improvements		3,030,578			1,770,244
Furniture, fixtures and equipment		767,519			707,818
Leasehold improvements		2,251,270			2,034,481
Less accumulated depreciation and amortization		(1,108,972		)	(958,713		)
		$	7,979,631		$	5,556,757

 

7

 

E – Accrued Liabilities

 

A summary of accrued liabilities is as follows:

 

		October 31, 2004			April 30, 2004
Compensation		$	2,322,024		$	2,196,977
Interest		103,298			87,770
Cash overdraft		976,483			1,068,743
Deferred revenue		1,385,089			1,312,509
Subsidiary redeemable preferred stock		500,000			500,000
Other		607,904			378,989
		$	5,894,798		$	5,544,988

 

F – Revolving Credit Facility

 

A summary of revolving credit facility is as follows:

 

Revolving Credit Facility

Lender

Facility Amount

Interest Rate

Maturity

Balance at October 31, 2004

Balance at April 30, 2004

Bank of Oklahoma

$

39,500,000

Prime

Apr 2006

$

26,484,897

$

22,534,120

 

The Company’s revolving credit facility is collateralized by substantially all the assets of the Company including finance receivables and inventory. Interest is payable monthly and the principal balance is due at the maturity of the facility. Interest is charged at the bank’s prime lending rate per annum (4.75% and 4.00% at October 31, 2004 and April 30, 2004, respectively). The Company’s revolving credit facility contains various reporting and performance covenants including (i) maintenance of certain financial ratios and tests, (ii) limitations on borrowings from other sources, (iii) restrictions on certain operating activities, and (iv) restrictions on the payment of dividends or distributions. The amount available to be drawn under the Company’s revolving credit facility is a function of eligible finance receivables, with a maximum amount available of $39.5 million. Based upon eligible finance receivables at October 31, 2004, the Company could have drawn an additional $13.0 million under the facility.

 

8

 

G – Weighted Average Shares Outstanding

 

Weighted average shares outstanding, which are used in the calculation of basic and diluted earnings per share, are as follows:

 

		Three Months Ended October 31,				Six Months Ended October 31,
		2004		2003		2004		2003
Weighted average shares outstanding-basic		7,809,681		7,512,401		7,792,930		7,403,666
Dilutive options and warrants		206,176		438,207		213,980		526,388
Weighted average shares outstanding-diluted		8,015,857		7,950,608		8,006,910		7,930,054
Antidilutive securities not included:
Options and warrants		—		—		3,750		8,750

 

H – Commitments and Contingencies

 

In February 2001 and May 2002, the Company was added as a defendant in two similar actions which were originally filed in December 1998 against approximately twenty defendants (the “Defendants”) by Astoria Entertainment, Inc. (“Astoria”). One action was filed in the Civil District Court for the Parish of Orleans, Louisiana (the “State Claims”) and the other was filed in the United States District Court for the Eastern District of Louisiana (the “Federal Claims”). In these actions, Astoria alleges the Defendants conspired to eliminate Astoria from receiving one of the fifteen riverboat gaming licenses that were awarded by the State of Louisiana in 1993 and 1994, at a time when a former subsidiary of the Company was involved in riverboat gaming in Louisiana. Astoria seeks unspecified damages including lost profits. In August 2001, the Federal court dismissed all of the Federal Claims with prejudice. In September 2004, the state court of appeals dismissed all the State Claims. Astoria has since filed an appeal with the Louisiana Supreme Court. The Company believes the State Claims are without merit and intends to vigorously contest liability in this matter.

 

In addition to the foregoing case, in the ordinary course of business, the Company has become a defendant in various types of other legal proceedings. The Company does not expect the final outcome of any of these actions, individually or in the aggregate, to have a material adverse effect on the Company’s financial position, annual results of operations or cash flows. However, the results of legal proceedings cannot be predicted with certainty, and an unfavorable resolution of one or more of these legal proceedings could have a material adverse effect on the Company’s financial position, annual results of operations or cash flows.

 

I – Supplemental Cash Flow Information

 

Supplemental cash flow disclosures are as follows:

 

		Six Months Ended October 31,
		2004			2003
Supplemental disclosures:
Interest paid		$	498,753		$	607,078
Income taxes paid, net		4,821,545			2,846,617
Non-cash transactions:
Inventory acquired in repossession		4,299,099			3,259,627

 

J – Discontinued Operations

 

In October 2001 the Company made the decision to sell all of its operating subsidiaries except Car-Mart, and relocate its corporate headquarters to Bentonville, Arkansas where Car-Mart is based. As a result of the Company’s decision, operating results from its non Car-Mart operating subsidiaries have been reclassified to discontinued operations for all periods presented. Discontinued operations for the six months ended October 31, 2003 reflect a negotiated settlement of monies due the Company from a former subsidiary of the Company that had been previously written-off. The settlement received was $250,000 ($165,000 net of income taxes).

 

9

 

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

 

The following discussion should be read in conjunction with the Company’s consolidated financial statements and notes thereto appearing elsewhere in this report.

 

Forward-looking Information

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. Certain information included in this Quarterly Report on Form 10-Q contains, and other materials filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Company or its management) contain or will contain, forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The words “believe,” “expect,” “anticipate,” “estimate,” “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements. Such forward-looking statements are based upon management’s current plans or expectations and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and the Company’s future financial condition and results. As a consequence, actual results may differ materially from those expressed in any forward-looking statements made by or on behalf of the Company as a result of various factors. Uncertainties and risks related to such forward-looking statements include, but are not limited to, those relating to the continued availability of lines of credit for the Company’s business, the Company’s ability to underwrite and collect its installment loans effectively, assumptions relating to unit sales and gross margins, changes in interest rates, competition, dependence on existing management, adverse economic conditions (particularly in the State of Arkansas), changes in tax laws or the administration of such laws and changes in lending laws or regulations. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.

 

Overview

 

America’s Car-Mart, Inc., a Texas corporation (the “Company”), is the largest publicly held automotive retailer in the United States focused exclusively on the “Buy Here/Pay Here” segment of the used car market. References to the Company typically include the Company’s consolidated subsidiaries. The Company’s operations are principally conducted through its two operating subsidiaries, America’s Car-Mart, Inc., an Arkansas corporation, (“Car-Mart of Arkansas”) and Colonial Auto Finance, Inc. (“Colonial”). Collectively, Car-Mart of Arkansas and Colonial are referred to herein as “Car-Mart”. The Company primarily sells older model used vehicles and provides financing for substantially all of its customers. Many of the Company’s customers have limited financial resources and would not qualify for conventional financing as a result of limited credit histories or past credit problems. As of October 31, 2004, the Company operated 76 stores located primarily in small cities throughout the South-Central United States.

 

Car-Mart has been operating since 1981. Car-Mart has grown its revenues between 13% and 21% per year over the last seven years. Finance receivables tend to grow slightly faster than revenues. Growth results from same store revenue growth and the addition of new stores. Revenue growth in the first six months of fiscal 2005 (17%) is in line with the Company’s fiscal 2005 growth expectations of 16-17%. Revenue growth in the first six months of fiscal 2005, as compared to the same period in the prior fiscal year, was assisted by an 11% increase in the average retail sales price. Typically, annual price increases are in the 3-5% range. As discussed below, the more significant increase in the average retail sales price in the current period stems from a decision in February 2004 to substantially reduce the sale of lower-priced vehicles and begin selling slightly higher-priced vehicles.

 

The Company’s primary focus is on collections. Each store handles its own collections with supervisory involvement of the corporate office. Over the last seven years Car-Mart’s credit losses as a percentage of sales have ranged between approximately 17% and 21% (average of 19.1%). Credit losses in the first six months of fiscal 2005 (19.9%) were slightly higher than the Company’s average over the last seven years. The Company believes the higher credit losses in this period were the result of the continuing effects of selling more lower-priced vehicles through January 2004. In the beginning of the prior fiscal year (May 2003), the Company made the decision to sell more lower-priced vehicles as they have higher gross margin percentages and are more affordable to the Company’s customers. However, historical data indicates that loans on lower-priced vehicles have higher charge-off experience than loans on higher-priced vehicles. Lower-priced vehicles tend to have more mechanical difficulties that often result in a higher level of repossessions. As a result of higher than normal charge-off experience and slower revenue growth from selling lower-priced vehicles, in February 2004 the Company decided to substantially reduce its purchase and sale of lower-priced vehicles and began purchasing and selling slightly higher-priced vehicles. The effects of the Company’s February 2004 decision to reduce its purchase and sale of lower-priced vehicles is reflected in the lower provision for credit losses as a percentage of sales for the three months ended October 31, 2004 (20.3%) when compared to the three months ended October 31, 2003 (21.3%).

 

The Company’s gross margins as a percentage of sales have been fairly consistent from year to year. Over the last seven years Car-Mart’s gross margins as a percentage of sales have ranged between approximately 44% and 48%. Gross margins as a percentage of sales in the first six months of fiscal 2005 were 46.2%, down from 47.7% in the same period of the prior fiscal year. The Company’s gross margins are set based upon the cost of the vehicle purchased with lower-priced vehicles having higher gross margin percentages. As a result of the Company’s

 

10

 

decision in February 2004 to shift away from the sale of lower-priced vehicles to slightly higher-priced vehicles, the Company’s gross margins, as a percentage of sales, decreased in the first six months of fiscal 2005 as compared to the same period in fiscal 2004.

 

Hiring, training, and retaining qualified associates are a continuing focus for the Company. The rate at which the Company adds new stores is sometimes limited by the number of trained managers the Company has at its disposal. In fiscal 2005, the Company intends to add resources to increase its ability to train new store managers and corporate office management personnel.

 

11

 

 

Consolidated Operations

(Operating Statement Dollars in Thousands)

 

								% Change		As a % of Sales
		Three Months Ended October 31,						2004 vs.		Three Months Ended October 31,
		2004			2003			2003		2004		2003
Revenues:
Sales		$	46,694		$	40,197		16.2	%	100.0	%	100.0	%
Interest income		3,821			3,118			22.5		8.2		7.8
Total		50,515			43,315			16.6		108.2		107.8
Costs and expenses:
Cost of sales		25,325			21,196			19.5		54.2		52.7
Selling, general and administrative		8,361			7,129			17.3		17.9		17.7
Provision for credit losses		9,487			8,561			10.8		20.3		21.3
Interest expense		287			305			(5.9	)	.6		.8
Depreciation and amortization		99			78			26.9		.2		.2
Total		43,559			37,269			16.9		93.3		92.7
Pretax income		$	6,956		$	6,046		15.1		14.9		15.1
Operating Data:
Retail units sold		6,281			6,096			3.0	%
Average stores in operation		74.7			65.7			13.7
Average units sold per store		84.1			92.8			(9.4	)
Average retail sales price		$	7,120		$	6,350		12.1
Same store revenue growth		10.3		%	11.1		%
Period End Data:
Stores open		76			65			16.9	%
Accounts over 30 days past due		3.5		%	5.2		%

 

Three Months Ended October 31, 2004 vs. Three Months Ended October 31, 2003

 

Revenues increased $7.2 million, or 16.6%, for the three months ended October 31, 2004 as compared to the same period in the prior fiscal year.  The increase was principally the result of (i) revenue growth from stores that operated a full three months in both periods ($4.2 million, or 10.3%), (ii) revenue growth from stores opened during the three months ended October 31, 2003 or stores that opened or closed a satellite location after July 31, 2003 ($.1 million), and (iii) revenues from stores opened after October 31, 2003 ($2.9 million).

 

Cost of sales as a percentage of sales increased 1.5% to 54.2% for the three months ended October 31, 2004 from 52.7% in the same period of the prior fiscal year.  The increase was principally the result of the Company’s decision to (i) substantially reduce the purchase and sale of lower-priced vehicles which carry higher gross profit margin percentages, (ii) purchase slightly higher-priced vehicles for sale which carry lower gross profit margin percentages, and (iii) perform repairs of more vehicles in inventory without passing on the added cost.

 

Selling, general and administrative expense as a percentage of sales increased .2% to 17.9% for the three months ended October 31, 2004 from 17.7% in the same period of the prior fiscal year.  The increase was principally the result of an increase in advertising.

 

Provision for credit losses as a percentage of sales decreased 1.0%, to 20.3% for the three months ended October 31, 2004 from 21.3% in the same period of the prior fiscal year.  The decrease was primarily the result of lower charge-offs as a percentage of sales.  As discussed in the Overview section above, the Company believes it is beginning to see the positive effects on credit losses of its February 2004 decision to reduce the purchase and sale of lower-priced vehicles.  Historically, loans on lower-priced vehicles have had higher charge-off experience than loans on higher-priced vehicles.  Also, in the most recent quarter, the Company believes that it has become more selective in approving credit in connection with the sale of vehicles.  The Company believes the slightly tighter credit standard is likely to be a factor in reducing credit losses as a percentage of sales in the future.

 

Interest expense as a percentage of sales decreased to .6% for the three months ended October 31, 2004 from .8% in the same period of the prior fiscal year.  The decrease was principally the result of a lower level of borrowings relative to the sales volume of the Company.

 

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Consolidated Operations

(Operating Statement Dollars in Thousands)

 

								% Change		As a % of Sales
		Six Months Ended October 31,						2004 vs.		Six Months Ended October 31,
		2004			2003			2003		2004		2003
Revenues:
Sales		$	93,927		$	80,517		16.7	%	100.0	%	100.0	%
Interest income		7,398			6,108			21.1		7.9		7.6
Total		101,325			86,625			17.0		107.9		107.6
Costs and expenses:
Cost of sales		50,567			42,132			20.0		53.8		52.3
Selling, general and administrative		16,566			14,436			14.8		17.6		17.9
Provision for credit losses		18,709			16,282			14.9		19.9		20.2
Interest expense		514			620			(17.1	)	.5		.8
Depreciation and amortization		191			160			19.4		.2		.2
Total		86,547			73,630			17.5		92.1		91.4
Pretax income		$	14,778		$	12,995		13.7		15.7		16.2
Operating Data:
Retail units sold		12,742			12,162			4.8	%
Average stores in operation		73.0			65.7			11.1
Average units sold per store		174.5			185.1			(5.7	)
Average retail sales price		$	7,077		$	6,393		10.7
Same store revenue growth		11.5		%	11.5		%
Period End Data:
Stores open		76			65			16.9	%
Accounts 30 days or more past due		3.5		%	5.2		%

 

Six Months Ended October 31, 2004 vs. Six Months Ended October 31, 2003

 

Revenues increased $14.7 million, or 17.0%, for the six months ended October 31, 2004 as compared to the same period in the prior fiscal year.  The increase was principally the result of (i) revenue growth from stores that operated a full six months in both periods ($9.4 million, or 11.5%), (ii) revenue growth from stores opened during the six months ended October 31, 2003 or stores that opened or closed a satellite location after April 30, 2003 ($.4 million), and (iii) revenues from stores opened after October 31, 2003 ($4.9 million).

 

Cost of sales as a percentage of sales increased 1.5% to 53.8% for the six months ended October 31, 2004 from 52.3% in the same period of the prior fiscal year.  The increase was principally the result of the Company’s decision to (i) substantially reduce the purchase and sale of lower-priced vehicles which carry higher gross profit margin percentages, (ii) purchase slightly higher-priced vehicles for sale which carry lower gross profit margin percentages, (iii) perform repairs of more vehicles in inventory without passing on the added cost, and (iv) assist in the repair of more customers’ vehicles.

 

Selling, general and administrative expense as a percentage of sales decreased .3% to 17.6% for the six months ended October 31, 2004 from 17.9% in the same period of the prior fiscal year.  The decrease was principally the result of lower compensation expense as a percentage of sales, partially offset by an increase in advertising costs.  While compensation expense has increased in the current period on a dollar basis, it has decreased as a percentage of sales.  The decrease in compensation expense, as a percentage of sales, is partially the result of selling higher-priced vehicles.  Selling higher-priced vehicles increases sales without necessarily increasing compensation expense.

 

Provision for credit losses as a percentage of sales decreased .3%, to 19.9% for the six months ended October 31, 2004 from 20.2% in the same period of the prior fiscal year.  The decrease was primarily the result of lower charge-offs as a percentage of sales.  As discussed in the Overview section above, the Company believes it is beginning to see the positive effects on credit losses of its February 2004 decision to reduce the purchase and sale of lower-priced vehicles.  Historically, loans on lower-priced vehicles have had higher charge-off experience than loans on higher-priced vehicles.  Also, in the most recent quarter, the Company believes that it has become more selective in approving credit in connection with the sale of vehicles.  The Company believes the slightly tighter credit standard is likely to be a factor in reducing credit losses as a percentage of sales in the future.

 

Interest expense as a percentage of sales decreased to .5% for the six months ended October 31, 2004 from .8% in the same period of the prior fiscal year.  The decrease was principally the result of a lower level of borrowings relative to the sales volume of the Company.

 

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Liquidity and Capital Resources

 

The following table sets forth certain summarized historical information with respect to the Company’s statements of cash flows (in thousands):

 

		Six Months Ended October 31,
		2004			2003
Operating activities:
Income from continuing operations		$	9,324		$	8,195
Finance receivables, net		(11,887		)	(7,923		)
Other		453			11
Total		(2,110		)	283
Investing activities:
Purchase of property and equipment		(2,614		)	(735		)
Total		(2,614		)	(735		)
Financing activities:
Exercise of stock options		425			1,618
Purchase of common stock		(214		)	(413		)
Revolving credit facility, net		3,951			(224		)
Total		4,162			981
Cash provided by (used in) continuing operations		$	(562	)	$	529

 

The Company generates cash flow from income from continuing operations.  Most or all of this cash is used to fund finance receivables growth.  To the extent finance receivables growth exceeds income from continuing operations, generally the Company increases its borrowings under its revolving credit facility.  The majority of the Company’s growth is self-funded.

 

At October 31, 2004 the Company had $.6 million of cash on hand and an additional $13.0 million of availability under its $39.5 million revolving credit facility.

 

On a short-term basis, the Company’s principal sources of liquidity include income from continuing operations and borrowings from its revolving credit facility.  On a longer-term basis, the Company expects its principal sources of liquidity to consist of income from continuing operations and borrowings from a revolving credit facility.  Further, while the Company has no present plans to issue debt or equity securities, the Company believes, if necessary, it could raise additional capital through the issuance of such securities.

 

The Company expects to use cash to (i) grow its finance receivables portfolio slightly faster than the percentage that its sales grow, (ii) purchase property and equipment of approximately $3-4 million in the next twelve months primarily in connection with opening new stores and relocating and refurbishing existing stores, and (iii) to the extent excess cash is available, reduce debt.  In addition, from time to time the Company may use cash to repurchase its common stock.

 

The Company’s revolving credit facility matures in April 2006.  The Company expects that it will be able to renew or refinance its revolving credit facility on or before the scheduled maturity date.  The Company believes it will have adequate liquidity to satisfy its capital needs for the foreseeable future.

 

Contractual Payment Obligations

 

There have been no material changes outside of the ordinary course of business in the Company’s contractual payment obligations from those reported at April 30, 2004 in the Company’s Annual Report on Form 10-K.

 

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