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EX-31 - EXHIBIT 31.2 - AMERICAS CARMART INCexh_312.htm
EX-21 - EXHIBIT 21.1 - AMERICAS CARMART INCexh_211.htm
EX-24 - EXHIBIT 24.1 - AMERICAS CARMART INCexh_241.htm
EX-24 - EXHIBIT 24.3 - AMERICAS CARMART INCexh_243.htm
EX-24 - EXHIBIT 24.6 - AMERICAS CARMART INCexh_246.htm
EX-32 - EXHIBIT 32.1 - AMERICAS CARMART INCexh_321.htm
EX-23 - EXHIBIT 23.1 - AMERICAS CARMART INCexh_231.htm
EX-24 - EXHIBIT 24.7 - AMERICAS CARMART INCexh_247.htm
EX-31 - EXHIBIT 31.1 - AMERICAS CARMART INCexh_311.htm
EX-24 - EXHIBIT 24.2 - AMERICAS CARMART INCexh_242.htm
EX-24 - EXHIBIT 24.4 - AMERICAS CARMART INCexh_244.htm
EX-24 - EXHIBIT 24.5 - AMERICAS CARMART INCexh_245.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
FORM 10-K
(Mark One)
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended April 30, 2010
OR
 
 
o 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 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)
(IRS Employer Identification No)
802 Southeast Plaza Avenue, Suite 200
Bentonville, Arkansas
72712
(Address of principal executive offices)
(Zip Code)
(479) 464-9944
 
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
  Title of each class   Name of exchange of which registered  
         
  Common Stock, $.01 par value   NASDAQ Global Select Market  
 
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o   No  x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o No  x
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  No 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
o Large accelerated filer            Accelerated filer    x   
o    Non-accelerated filer                  Smaller reporting company    o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  o   No  x
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates on October 30, 2009 was $212,858,231 (10,268,125 shares), based on the closing price of the registrant’s common stock of $20.73.
There were 11,284,900 shares of the registrant’s common stock outstanding as of June18, 2010.
 
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement to be furnished to stockholders in connection with its 2010 Annual Meeting of Stockholders are incorporated by reference in response to Part III of this report.

 
 

 
PART I

Forward-Looking Statements

This Annual Report on Form 10-K and the documents incorporated by reference in this Annual Report on Form 10-K contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements address the Company’s future objectives, plans and goals, as well as the Company’s intent, beliefs and current expectations regarding future operating performance, and can generally be identified by words such as “may,” “will,” “should,” “could, “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” and other similar words or phrases.  Specific events addressed by these forward-looking statements include, but are not limited to:

 
• 
new dealership openings;

 
• 
same dealership revenue growth;

 
• 
future revenue growth;

 
• 
receivables growth as related to revenue growth;

 
• 
gross margin percentages;

 
• 
interest rates;

 
• 
future credit losses;

 
• 
the Company’s business and growth strategies;

 
• 
financing the majority of growth from profits; and

 
• 
having adequate liquidity to satisfy its capital needs.

These forward-looking statements are based on the Company’s current estimates and assumptions and involve various risks and uncertainties.  As a result, you are cautioned that these forward-looking statements are not guarantees of future performance, and that actual results could differ materially from those projected in these forward-looking statements.  Factors that may cause actual results to differ materially from the Company’s projections include those risks described elsewhere in this report, as well as:

 
the availability of credit facilities to support the Company’s business;

 
• 
the Company’s ability to underwrite and collect its loans effectively;

 
• 
competition;

 
• 
dependence on existing management;

 
availability of quality vehicles at prices that will be affordable to customers;

 
changes in lending laws or regulations, including but not limited to interest rates allowed in the state of Arkansas; and

 
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general economic conditions in the markets in which the Company operates, including but not limited to fluctuations in gas prices, grocery prices and employment levels.

The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

Item 1.  Business

Business and Organization

America’s Car-Mart, Inc., a Texas corporation initially formed in 1981 (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 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., an Arkansas corporation, (“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 April 30, 2010, the Company operated 97 dealerships located primarily in small cities throughout the South-Central United States.

Business Strategy

In general, it is the Company’s objective to continue to expand its Buy Here/Pay Here used car operation using the same business model that has been developed by Car-Mart over the last 29 years.  This business strategy focuses on:

Collecting Customer Accounts.  Collecting customer accounts is perhaps the single most important aspect of operating a Buy Here/Pay Here used car business and is a focal point for dealership level and corporate office personnel on a daily basis.  The Company measures and monitors the collection results of its dealerships using internally developed delinquency and account loss standards.  Substantially all associate incentive compensation is tied directly or indirectly to collection results.  Over the last five fiscal years, the Company’s annual credit losses as a percentage of sales have ranged from a low of 20.2% in 2010 to a high of 29.1% in 2007 (average of 22.8%).  The Company believes that it can continue to be successful provided it maintains its credit losses within or below its historical credit loss range.  See Item 1A. Risk Factors for further discussion.

Maintaining a Decentralized Operation.  The Company’s dealerships will continue to operate on a decentralized basis.  Each dealership is ultimately responsible for buying (via an assigned corporate office purchasing agent) and selling its own vehicles, making credit decisions and collecting the loans it originates in accordance with established policies and procedures (pricing, credit scoring,  maximum loan terms and down-payment requirements as well as other customer profile data are all monitored centrally). Most customers make their payments in person at one of the Company’s dealerships.  This decentralized structure is complemented by the oversight and involvement of corporate office management and the maintenance of centralized financial controls, including credit scoring, establishing standards for down-payments and contract terms as well as an internal compliance function.

Expanding Through Controlled Organic Growth.  The Company plans to continue to expand its operations by increasing revenues at existing dealerships and opening new dealerships.  The Company will continue to view organic growth as its primary source for growth.  In fiscal 2007 and into fiscal 2008,

 
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the Company decided to slow down its new dealership openings until operational initiatives showed positive results. The focus had been on improving performance of existing dealerships prior to opening significant numbers of new dealerships. Based on significant infrastructure investments made during the last three and one half years and the resulting favorable operating results in fiscal 2008, 2009 and 2010, the Company is once again looking to grow dealership count. The Company ended fiscal 2010 with 97 locations, a net increase of four locations over the prior year end and current plans are to add one dealership for every ten into the future. These plans, of course, are subject to change based on both internal and external factors.
 
Selling Basic Transportation.  The Company will continue to focus on selling basic and affordable transportation to its customers.  The Company’s average retail sales price was $9,137 in fiscal 2010.  By selling vehicles at this price point, the Company is able to keep the terms of its installment sales contracts relatively short (overall portfolio weighted average of 27.7 months), while requiring relatively low payments.

Operating in Smaller Communities.  The majority of the Company’s dealerships are located in cities and towns with a population of 50,000 or less.  The Company believes that by operating in smaller communities it experiences better collection results.  Further, the Company believes that operating costs, such as salaries, rent and advertising, are lower in smaller communities than in major metropolitan areas.

Enhanced Management Talent and Experience.  It has been the Company’s practice to try to hire honest and hardworking individuals to fill entry level positions, nurture and develop these associates, and attempt to fill the vast majority of its managerial positions from within the Company.  By promoting from within, the Company believes it is able to train its associates in the Car-Mart way of doing business, maintain the Company’s unique culture and develop the loyalty of its associates by providing opportunity for advancement. However, the Company has recently focused, to a larger extent, on looking outside of the Company for associates possessing requisite skills and who share the values and appreciate the Company’s unique culture developed over the years. The Company has been able to attract quality individuals via its Manager in Training Program as well as other key areas such as Human Resources, Purchasing, Collections, Information Technology and Portfolio Analysis. Management has determined that it will be increasingly difficult to grow the Company without looking for outside talent.  The Company’s operating success, as well as the negative macro-economic issues, have been positive related to recruitment of outside talent and the Company currently expects this to continue.

Cultivating Customer Relationships.  The Company believes that developing and maintaining a relationship with its customers is critical to the success of the Company.  A large percentage of sales at mature dealerships are made to repeat customers, and the Company estimates an additional 10% to 15% of sales result from customer referrals.  By developing a personal relationship with its customers, the Company believes it is in a better position to assist a customer, and the customer is more likely to cooperate with the Company should the customer experience financial difficulty during the term of his or her installment loan with the Company.  The Company is able to cultivate these relationships as the majority of its customers make their payments in person at one of the Company’s dealerships on a weekly or bi-weekly basis.

Business Strengths

The Company believes it possesses a number of strengths or advantages that distinguish it from most of its competitors.  These business strengths include:

Experienced and Motivated Management.  The Company’s executive operating officers have an average tenure of over 20 years.  Several of Car-Mart’s dealership managers have been with the Company for more than 10 years.  Each dealership manager is compensated, at least in part, based upon

 
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the net income of his or her dealership.  A significant portion of the compensation of senior management is incentive based and tied to operating profits.
 
Proven Business Practices.  The Company’s operations are highly structured.  While dealerships are operated on a decentralized basis, the Company has established policies, procedures and business practices for virtually every aspect of a dealership’s operations.  Detailed on-line operating manuals are available to assist the dealership manager and office, sales and collections personnel in performing their daily tasks.  As a result, each dealership is operated in a uniform manner.  Further, corporate office personnel monitor the dealerships’ operations through weekly visits and a number of daily, weekly and monthly communications and reports.

Low Cost Operator.  The Company has structured its dealership and corporate office operations to minimize operating costs.  The number of associates employed at the dealership level is dictated by the number of active customer accounts each dealership services.  Associate compensation is standardized for each dealership position.  Other operating costs are closely monitored and scrutinized.  Technology is utilized to maximize efficiency.  The Company believes its operating costs as a percentage of revenues, or per unit sold, are among the lowest in the industry.

Well Capitalized / Limited External Capital Required for Growth.  As of April 30, 2010, the Company’s debt to equity ratio was 0.22 to 1.0 (Revolving credit facilities and notes payable divided by Total Stockholders Equity on the Consolidated Balance Sheet), which the Company believes is lower than its competitors.  Further, the Company believes it can fund a significant amount of its planned growth from net income generated from operations.  Of the external capital that will be needed to fund growth, the Company plans to draw on its existing credit facilities, or renewals or replacements of those facilities.

Significant Expansion Opportunities.  The Company generally targets smaller communities in which to locate its dealerships (i.e., populations from 20,000 to 50,000), but is also successful in larger cities such as Tulsa, Oklahoma, Lexington, Kentucky, Springfield, Missouri and Little Rock, Arkansas.  The Company believes there are numerous suitable communities within the eight states and other contiguous states in which the Company currently operates to satisfy anticipated dealership growth for the next several years. As previously discussed, the Company plans to add one dealership for every ten going forward depending upon operational success. Existing dealerships will continue to be analyzed to ensure that they are producing desired results and have potential to provide adequate returns on invested capital.

Operations

Operating Segment.  Each dealership is an operating segment with its results regularly reviewed by the Company’s chief operating decision maker in an effort to make decisions about resources to be allocated to the segment and to assess its performance. Individual dealerships meet the aggregation criteria under the current accounting guidance.  The Company operates in the Buy Here/Pay Here segment of the used car market, also referred to as the Integrated Auto Sales and Finance Industry.  In this industry, the nature of the sale and the financing of the transaction, financing processes, the type of customer and the methods used to distribute the Company’s products and services, including the actual servicing of the loans as well as the regulatory environment in which the Company operates all have similar characteristics.  Each of our individual dealerships is similar in nature and only engages in the selling and financing of used vehicles. All individual dealerships have similar operating characteristics.  As such, individual dealerships have been aggregated into one reportable segment.

Dealership Organization.  Dealerships are operated on a decentralized basis.  Each dealership is responsible for buying (with the assistance of a corporate office buyer) and selling vehicles, making credit decisions, and servicing and collecting the installment loans it originates.  Dealerships also maintain their own records and make daily deposits.  Dealership-level financial statements are prepared by the corporate

 
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office on a monthly basis.  Depending on the number of active customer accounts, a dealership may have as few as two or as many as 25 full-time associates employed at that location.  Associate positions at a large dealership may include a dealership manager, assistant dealership manager, manager trainee, office manager, assistant office manager, service manager, buyer, collections personnel, salesmen and dealership attendants.  Dealerships are generally open Monday through Saturday from 9:00 a.m. to 6:00 p.m.  The Company has both regular and satellite dealerships.  Satellite dealerships are similar to regular dealerships, except that they tend to be smaller, sell fewer vehicles and their financial performance is not captured in a stand alone financial statement, but rather is included in the financial results of the sponsoring regular dealership.
 
Dealership Locations and Facilities. Below is a summary of dealerships opened during the fiscal years ended April 30, 2010, 2009 and 2008:

 
Years Ended April 30,
 
2010
 
2009
 
2008
Dealerships at beginning of year
93
 
91
 
92
New dealerships opened/acquired
5
 
2
 
3
Dealerships closed
(1)
 
-
 
(4)
           
    Dealerships at end of year
97
 
93
 
91

Below is a summary of dealership locations by state as of April 30, 2010, 2009 and 2008:

 
As of April 30,
Dealerships by State
 
2010
 
2009
 
2008
Arkansas
36
 
36
 
35
Oklahoma
20
 
17
 
17
Texas
14
 
13
 
13
Kentucky
8
 
9
 
9
Missouri
12
 
11
 
11
Indiana
1
 
1
 
1
Tennessee
1
 
1
 
1
Alabama
5
 
5
 
4
           
    Total
97
 
93
 
91

Dealerships are typically located in smaller communities.  As of April 30, 2010, approximately 70% of the Company’s dealerships were located in cities with populations of less than 50,000.  Dealerships are located on leased or owned property between one and three acres in size.  When opening a new dealership the Company will typically use an existing structure on the property to conduct business, or purchase a modular facility while business at the new location develops.  Dealership facilities typically range in size from 1,500 to 5,000 square feet.

Purchasing.  The Company purchases vehicles primarily through wholesalers, new car dealers, individuals and from auctions.  The majority of vehicle purchasing is performed by the Company’s buyers, although certain dealership managers are authorized to purchase vehicles.  A buyer will purchase vehicles for one to three dealerships depending on the size of the dealerships.  Buyers report to the dealership manager, or managers, for whom they make purchases, and to a regional purchasing director.  The regional purchasing directors report to the Vice President of Purchasing. The Company centrally

 
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monitors the quantity and quality of vehicles purchased and continuously compares the cost of vehicles purchased to outside valuation sources and holds responsible parties accountable for results.
 
Generally, the Company’s buyers purchase vehicles between five and 10 years of age with 90,000 to 130,000 miles, and pay between $3,000 and $6,000 per vehicle. The Company focuses on providing basic transportation to its customers.  The Company generally does not purchase sports cars or luxury cars.  Some of the more popular vehicles the Company sells include the Ford Taurus, Pontiac Grand Prix, Dodge Ram Pickup, Ford Explorer and the Ford Ranger.  The Company sells a significant number of trucks and sport utility vehicles. The Company’s buyers inspect and test-drive almost every vehicle they purchase.  Buyers attempt to purchase vehicles that require little or no repair as the Company has limited facilities to repair or recondition vehicles.

Selling, Marketing and Advertising.  Dealerships generally maintain an inventory of 25 to 100 vehicles depending on the maturity of the dealership.  Inventory turns over approximately 10 to 12 times each year.  Selling is done principally by the dealership manager, assistant manager, manager trainee or sales associate.  Sales associates are paid a commission for sales that they make in addition to an hourly wage.  Sales are made on an “as is” basis; however, customers are given an option to purchase a five month or 5,500 mile service contract for $395 which covers certain vehicle components and assemblies.  For covered components and assemblies, the Company coordinates service with third party service centers with which the Company typically has previously negotiated labor rates and mark-up percentages on parts.  Substantially all of the Company’s customers elect to purchase a service contract when purchasing a vehicle. Additionally, the Company offers its customers a payment protection plan product. This product contractually obligates the Company to cancel the remaining principal outstanding for any loan where the vehicle has been totaled, as defined in the plan, or the vehicle has been stolen. This product is available in most of the states in which the Company operates and substantially all customers elect to purchase this product when purchasing a vehicle in those states.

The Company’s objective is to offer its customers basic transportation at a fair price and treat each customer in such a manner as to earn his or her repeat business.  The Company attempts to build a positive reputation in each community where it operates and generate new business from such reputation as well as from customer referrals.  The Company estimates that approximately 10% to 15% of the Company’s sales result from customer referrals.  The Company recognizes repeat customers with silver, gold and platinum plaques representing the purchase of 5, 10 and 15 vehicles, respectively.  These plaques are prominently displayed at the dealership where the vehicles were purchased.  For mature dealerships, a large percentage of sales are to repeat customers.

The Company primarily advertises in local newspapers, on the radio and television.  In addition, the Company periodically conducts promotional sales campaigns in order to increase sales.

Underwriting and Finance.  The Company provides financing to substantially all of its customers who purchase a vehicle at one of its dealerships.  The Company only provides financing to its customers for the purchase of its vehicles, and the Company does not provide any type of financing to non-customers.  The Company’s installment sales contracts typically include down payments ranging from 0% to 17% (average of 7%), terms ranging from 12 months to 36 months (average of 27.7 months), and annual interest charges ranging from 5.5% to 19% (weighted average of 13.4% at April 30, 2010). The Company requires that payments be made on a weekly, bi-weekly, semi-monthly or monthly basis to coincide with the day the customer is paid by his or her employer.  Upon the customer and the Company reaching a preliminary agreement as to financing terms, the Company obtains a credit application from the customer which includes information regarding employment, residence and credit history, personal references and a detailed budget itemizing the customer’s monthly income and expenses.  Certain information is then verified by Company personnel.  After the verification process, the dealership manager makes the decision to accept, reject or modify (perhaps obtain a greater down payment or

 
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require an acceptable co-buyer or suggest a lower priced vehicle) the proposed transaction.  In general, the dealership manager attempts to assess the stability and character of the applicant.  The dealership manager who makes the credit decision is ultimately responsible for collecting the loan, and his or her compensation is directly related to the collection results of his or her dealership. The Company provides centralized support to the dealership manager in the form of a credit scoring system and other supervisory assistance to assist with the credit decision. Credit quality is monitored centrally by corporate office personnel on a daily, weekly and monthly basis.
 
Collections.  All of the Company’s retail installment contracts are serviced by Company personnel at the dealership level.  The majority of the Company’s customers make their payments in person at the dealership where they purchased their vehicle, although some customers send their payments through the mail.  Each dealership closely monitors its customer accounts using the Company’s proprietary receivables and collections software that stratifies past due accounts by the number of days past due. The Company also has a corporate collections team, led by the Director of Collections Practices and Review, which monitors policies, procedures and the status of accounts at the dealership level.  The Company believes that the timely response to past due accounts is critical to its collections success.

The Company has established standards with respect to the percentage of accounts one and two weeks past due, the percentage of accounts three or more weeks past due, and for larger dealerships, one and two weeks past due, 15 to 44 days past due and 45-plus days past due (delinquency standards), and the percentage of accounts where the vehicle was repossessed or the account was charged off that month (account loss standard).

The Company works very hard to keep its delinquency percentages low and not to repossess vehicles.  Accounts one day late are sent a notice in the mail.  Accounts three days late are contacted by telephone.  Notes from each telephone contact are electronically maintained in the Company’s computer system.  If a customer becomes severely delinquent in his or her payments, and management determines that timely collection of future payments is not probable, the Company will take steps to repossess the vehicle.  The Company attempts to resolve payment delinquencies amicably prior to repossessing a vehicle.  Periodically, the Company enters into contract modifications with its customers to extend the payment terms.  The Company only enters into a contract modification or extension if it believes such action will increase the amount of monies the Company will ultimately realize on the customer’s account. At the time of modification, the Company expects to collect amounts due including accrued interest at the contractual interest rate for the period of delay. Other than the extension of additional time, concessions are not granted to customers at the time of modifications. Modifications are minor and are made for pay-day changes, minor vehicle repairs and other reasons.  For those vehicles that are repossessed, the majority are returned or surrendered by the customer on a voluntary basis.  Other repossessions are performed by Company personnel or third party repossession agents.  Depending on the condition of a repossessed vehicle, it is either resold on a retail basis through a Company dealership, or sold for cash on a wholesale basis primarily through physical and/or on-line auctions.
 
New Dealership Openings.  Senior management, with the assistance of the corporate office staff, will make decisions with respect to the communities in which to locate a new dealership and the specific sites within those communities.  New dealerships have historically been located in the general proximity of existing dealerships to facilitate the corporate office’s oversight of the Company’s dealerships. The Company currently intends to add one new location for every 10 existing locations into the future, subject to favorable operating performance.

The Company’s approach with respect to new dealership openings has been one of gradual development.  The manager in charge of a new dealership is normally a recently promoted associate who was an assistant manager at a larger dealership or a manager trainee.  The corporate office provides significant resources and support with pre-opening and initial operations of new dealerships. The facility

 
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may be of a modular nature or an existing structure.  Historically, new dealerships have operated with a low level of inventory and personnel.  As a result of the modest staffing level, the new dealership manager performs a variety of duties (i.e., selling, collecting and administrative tasks) during the early stages of his or her dealership’s operations.  As the dealership develops and the customer base grows, additional staff is hired. Recently, the Company has raised its volume expectation level of new locations somewhat as infrastructure improvements related to new dealership openings have improved.
 
Typically, monthly sales levels at new dealerships are substantially less than sales levels at mature dealerships.  Over time, new dealerships gain recognition in their communities, and a combination of customer referrals and repeat business generally facilitate sales growth.  Sales growth at new dealerships can exceed 20% per year for a number of years.  Historically, mature dealerships typically experience annual sales growth, but at a lower percentage than new dealerships. However, in 2007 the Company did experience a decrease in sales at mature dealerships as it focused on improving the quality of sales in response to increased credit losses.  In 2008, the historical sales trend returned as operational initiatives showed success and the Company was able to support higher sales levels as a result. Sales have continued to increase in 2009 by 9.2% and in 2010 by 13% primarily due to same dealership growth.

New dealerships are generally provided with approximately $1 million to $2 million in capital from the corporate office during the first 12 to 24 months of operation.  These funds are used principally to fund receivables growth.  After this 12 to 24 month start-up period, new dealerships can typically become cash flow positive allowing for some continuing growth in receivables without additional capital from the corporate office. As these dealerships become cash flow positive a decision is made by senior management to either increase the investment due to favorable return rates on the invested capital, or to deploy capital elsewhere. This limitation of capital to new, as well as existing, dealerships serves as an important operating discipline.  Essentially, dealerships must be profitable in order to grow and typically new dealerships are profitable within the first year of opening.

Corporate Office Oversight and Management.  The corporate office, based in Bentonville, Arkansas, consists of area operations managers, regional vice presidents, regional purchasing directors, a vice president of purchasing, a sales director, a director of collections practices and review, compliance auditors, a vice president of human resources, associate and management development personnel, accounting and management information systems personnel, administrative personnel and senior management.  The corporate office monitors and oversees dealership operations.  The Company’s dealerships transmit and submit operating and financial information and reports to the corporate office on a daily, weekly and monthly basis.  This information includes cash receipts and disbursements, inventory and receivables levels and statistics, receivables agings and sales and account loss data.  The corporate office uses this information to compile Company-wide reports, plan dealership visits and prepare monthly financial statements.

Periodically, area operations managers, regional vice presidents, compliance auditors and senior management visit the Company’s dealerships to inspect, review and comment on operations.  The corporate office assists in training new managers and other dealership level associates.  Compliance auditors visit dealerships quarterly to ensure policies and procedures are being followed and that the Company’s assets are being safe-guarded. In addition to financial results, the corporate office uses delinquency and account loss standards and a point system to evaluate a dealership’s performance. Also, bankrupt and legal action accounts and other accounts that have been written off at dealerships are handled by the corporate office in an effort to allow dealership personnel time to focus on more current accounts.

The Company’s dealership managers meet monthly on an area, regional or Company-wide basis.  At these meetings, corporate office personnel provide training and recognize achievements of dealership managers.  Near the end of every fiscal year, the respective area operations manager, regional vice

 
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president and senior management conduct “projection” meetings with each dealership manager.  At these meetings, the year’s results are reviewed and ranked relative to other dealerships, and both quantitative and qualitative goals are established for the upcoming year.  The qualitative goals may focus on staff development, effective delegation, and leadership and organization skills.  Quantitatively, the Company establishes unit sales goals and profit goals based on invested capital and, depending on the circumstances, may establish delinquency, account loss or expense goals.
 
The corporate office is also responsible for establishing policy, maintaining the Company’s management information systems, conducting compliance audits, orchestrating new dealership openings and setting the strategic direction for the Company.

Industry

Used Car Sales.  The market for used car sales in the United States is significant.  Used car retail sales typically occur through franchised new car dealerships that sell used cars or independent used car dealerships.  The Company operates in the Buy Here/Pay Here segment of the independent used car sales and finance market.  Buy Here/Pay Here dealers sell and finance used cars to individuals with limited credit histories or past credit problems.  Buy Here/Pay Here dealers typically offer their customers certain advantages over more traditional financing sources, such as broader and more flexible underwriting guidelines, flexible payment terms (including scheduling payments on a weekly or bi-weekly basis to coincide with a customer’s payday), and the ability to make payments in person, an important feature to individuals who may not have a checking account.

Used Car Financing.  The used automobile financing industry is served by traditional lending sources such as banks, savings and loans, and captive finance subsidiaries of automobile manufacturers, as well as by independent finance companies and Buy Here/Pay Here dealers.  Many loans that flow through the more traditional sources have historically ended up packaged in the securitization markets. Despite significant opportunities, many of the traditional lending sources do not consistently provide financing to individuals with limited credit histories or past credit problems.  Management believes traditional lenders avoid this market because of its high credit risk and the associated collections efforts.  There has been a further constriction in the financing sources that exist for the deep sub-prime automobile market during most of fiscal 2009 and 2010. Since the Company does not rely on securitizations as a financing source, it has been largely unaffected by the credit constrictions and has been able to continue to grow its revenue level and receivable base.

Competition

The used automotive retail industry is highly competitive and fragmented.  The Company competes principally with other independent Buy Here/Pay Here dealers, and to a lesser degree with (i) the used vehicle retail operations of franchised automobile dealerships, (ii) independent used vehicle dealers, and (iii) individuals who sell used vehicles in private transactions.  The Company competes for both the purchase and resale of used vehicles.

Management believes the principal competitive factors in the sale of its used vehicles include (i) the availability of financing to consumers with limited credit histories or past credit problems, (ii) the breadth and quality of vehicle selection, (iii) pricing, (iv) the convenience of a dealership’s location, (v) the option to purchase a service contract and/or a payment protection plan, and (vi) customer service.  Management believes that its dealerships are competitive in each of these areas.




 
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Seasonality

The Company’s third fiscal quarter (November through January) was historically the slowest period for vehicle sales. Conversely, the Company’s first and fourth fiscal quarters (May through July and February through April) were historically the busiest times for vehicle sales. Therefore, the Company generally realized a higher proportion of its revenue and operating profit during the first and fourth fiscal quarters. However, in fiscal 2008, 2009 and 2010 tax refund anticipation sales began in early November and continued through January (the Company’s third fiscal quarter). The success of the tax refund anticipation sales effort has led to higher sales levels during the third fiscal quarters and the Company expects this trend to continue in future periods. If conditions arise that impair vehicle sales during the first, third or fourth fiscal quarters, the adverse effect on the Company’s revenues and operating results for the year could be disproportionately large.
 
Regulation and Licensing

The Company’s operations are subject to various federal, state and local laws, ordinances and regulations pertaining to the sale and financing of vehicles.  Under various state laws, the Company’s dealerships must obtain a license in order to operate or relocate.  These laws also regulate advertising and sales practices.  The Company’s financing activities are subject to federal truth-in-lending and equal credit opportunity regulations as well as state and local motor vehicle finance laws, installment finance laws, usury laws and other installment sales laws.  Among other things, these laws require that the Company limit or prescribe terms of the contracts it originates, require specified disclosures to customers, restrict collections practices, limit the Company’s right to repossess and sell collateral, and prohibit discrimination against customers on the basis of certain characteristics including age, race, gender and marital status.  Additionally, the Company anticipates that it could be subject to new regulations in connection with federal legislation that is being considered by the United States Congress to establish a consumer financial protection agency with potentially broad regulatory powers over consumer credit products such as those offered by the Company.

The states in which the Company operates impose limits on interest rates the Company can charge on its loans. These limits are generally based on either (i) a specified margin above the federal primary credit rate, (ii) the age of the vehicle, or (iii) a fixed rate.  Management believes the Company is in compliance in all material respects with all applicable federal, state and local laws, ordinances and regulations.  However, the adoption of additional laws, changes in the interpretation of existing laws, or the Company’s entrance into jurisdictions with more stringent regulatory requirements could have a material adverse effect on the Company’s used vehicle sales and finance business.

Employees

As of April 30, 2010, the Company, including its consolidated subsidiaries, employed approximately 959 persons full time. None of the Company's employees are covered by a collective bargaining agreement and the Company believes that its relations with its employees are good.

Available Information

The Company’s website is located at www.car-mart.com.  The Company makes available on this website, free of charge, access to its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, as well as proxy statements and other information the Company files with, or furnishes to, the Securities and Exchange Commission (“SEC”) as soon as reasonably practicable after the Company electronically submits this material to the SEC.  The information contained on the website or available by hyperlink from the website is not incorporated into this Annual Report on Form 10-K or other documents the Company files with, or furnishes to, the SEC.

 
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Executive Officers of the Registrant

The following table provides information regarding the executive officers of the Company as of April 30, 2010:

Name
Age
 
Position with the Company
       
William H. Henderson
46
 
Vice Chairman of the Board, President, Chief Executive Officer  and Director
       
Eddie L. Hight
47
 
Chief Operating Officer
       
Jeffrey A. Williams
47
 
Chief Financial Officer, Vice President Finance and Secretary

William H. Henderson has served as Vice Chairman of the Board since May 2004, as President of the Company since May 2002, and as Chief Executive Officer of the Company since October 2007.  Mr. Henderson has also served as a director of the Company since September 2002.  From 1999 until May 2002, Mr. Henderson served as Chief Operating Officer of Car-Mart.  From 1992 through 1998, Mr. Henderson served as General Manager of Car-Mart.  From 1987 to 1992, Mr. Henderson primarily held the positions of District Manager and Regional Manager at Car-Mart.

Eddie L. Hight has served as Chief Operating Officer of the Company since May 2002.  From 1984 until May 2002, Mr. Hight held a number of positions at Car-Mart including Dealership Manager and Regional Manager.

Jeffrey A. Williams has served as Chief Financial Officer, Vice President Finance and Secretary of the Company since October 1, 2005. From October 2004 until his employment by the Company, he served as the Chief Financial Officer of Budgetext Corporation, a distributor of new and used textbooks. From February 2004 to October 2004, Mr. Williams was the President and founder of Clearview Enterprises, LLC, a regional distributor of animal health products. From January 1999 to January 2004, Mr. Williams was Chief Financial Officer and Vice President of Operations of Wynco, LLC, a nationwide distributor of animal health products.

Item 1A.  Risk Factors

The Company is subject to various risks, including the risks described below. The Company’s business, operating results, and financial condition could be materially and adversely affected by any of these risks. Additional risks not presently known to the Company or that the Company currently deems immaterial may also impair its business and operations.
 
The Company may have a higher risk of delinquency and default than traditional lenders because it loans money to credit-impaired borrowers.
 
Substantially all of the Company’s automobile contracts involve loans made to individuals with impaired or limited credit histories, or higher debt-to-income ratios than permitted by traditional lenders.  Loans made to borrowers who are restricted in their ability to obtain financing from traditional lenders generally entail a higher risk of delinquency, default and repossession, and higher losses than loans made to borrowers with better credit.  Delinquency interrupts the flow of projected interest income and repayment of principal from a loan, and a default can ultimately lead to a loss if the net realizable value of the automobile securing the loan is insufficient to cover the principal and interest due on the loan or the
 
 
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vehicle cannot be recovered.  The Company’s profitability depends, in part, upon its ability to properly evaluate the creditworthiness of non-prime borrowers and efficiently service such loans.  Although the Company believes that its underwriting criteria and collection methods enable it to manage the higher risks inherent in loans made to non-prime borrowers, no assurance can be given that such criteria or methods will afford adequate protection against such risks.  If the Company experiences higher losses than anticipated, its financial condition, results of operations and business prospects could be materially and adversely affected.
 
The Company’s allowance for credit losses may not be sufficient to cover actual credit losses, which could adversely affect its financial condition and operating results.
 
From time to time, the Company has to recognize losses resulting from the inability of certain borrowers to repay loans and the insufficient realizable value of the collateral securing loans.  The Company maintains an allowance for credit losses in an attempt to cover credit losses inherent in its loan portfolio.  Additional credit losses will likely occur in the future and may occur at a rate greater than the Company has experienced to date.  The allowance for credit losses is based primarily upon historical credit loss experience, with consideration given to delinquency levels, collateral values, economic conditions and underwriting and collections practices. This evaluation is inherently subjective as it requires estimates of material factors that may be susceptible to significant change.  If the Company’s assumptions and judgments prove to be incorrect, its current allowance may not be sufficient and adjustments may be necessary to allow for different economic conditions or adverse developments in its loan portfolio which could adversely affect the Company’s financial condition and results of operations.
 
A reduction in the availability or access to sources of inventory would adversely affect the Company’s business by increasing the costs of vehicles purchased.
 
The Company acquires vehicles primarily through wholesalers, new car dealers, individuals and auctions.  There can be no assurance that sufficient inventory will continue to be available to the Company or will be available at comparable costs.  Any reduction in the availability of inventory or increases in the cost of vehicles would adversely affect gross profit percentages as the Company focuses on keeping payments affordable to its customer base.  The Company could have to absorb cost increases. The overall new car sales volumes in the United States have decreased dramatically in the last few years and this could potentially have a significant negative effect on the supply of vehicles available to the Company in future periods.
 
The used automotive retail industry is highly competitive and fragmented, which could result in increased costs to the Company for vehicles and adverse price competition.
 
The Company competes principally with other independent Buy Here/Pay Here dealers, and to a lesser degree with (i) the used vehicle retail operations of franchised automobile dealerships, (ii) independent used vehicle dealers, and (iii) individuals who sell used vehicles in private transactions.  The Company competes for both the purchase and resale of used vehicles. The Company’s competitors may sell the same or similar makes of vehicles that Car-Mart offers in the same or similar markets at competitive prices.  Increased competition in the market, including new entrants to the market, could result in increased wholesale costs for used vehicles and lower-than-expected vehicle sales and margins.  Further, if any of the Company’s competitors seek to gain or retain market share by reducing prices for used vehicles, the Company would likely reduce its prices in order to remain competitive, which may result in a decrease in its sales and profitability and require a change in its operating strategies.



 
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The used automotive retail industry operates in a highly regulated environment with significant attendant compliance costs and penalties for non-compliance.
 
The used automotive retail industry is subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements and laws regarding advertising, vehicle sales, financing, and employment practices.  Facilities and operations are also subject to federal, state, and local laws and regulations relating to environmental protection and human health and safety. The violation of these laws and regulations could result in administrative, civil, or criminal penalties against the Company, or in a cease and desist order.  As a result, the Company has incurred, and will continue to incur, capital and operating expenditures, and other costs in complying with these laws and regulations. Further, over the past several years, private plaintiffs and federal, state, and local regulatory and law enforcement authorities have increased their scrutiny of advertising, sales, and finance and insurance activities in the sale of motor vehicles.  Additionally, the Company anticipates that it could be subject to additional regulations in connection with federal legislation that is being considered by the United States Congress to establish a consumer financial protection agency with potentially broad regulatory powers over consumer credit products such as those offered by the Company

Inclement weather can adversely impact the Company’s operating results.
 
The occurrence of weather events, such as rain, snow, wind, storms, hurricanes, or other natural disasters, which adversely affect consumer traffic at the Company’s automotive dealerships, could negatively impact the Company’s operating results.

The severe downturn in recent global economic and market conditions could have adverse consequences for the used automotive retail industry in the future and may have greater consequences for the non-prime segment of the industry.

           In the normal course of business, the used automotive retail industry is subject to changes in regional U.S. economic conditions, including, but not limited to, interest rates, gasoline prices, inflation, personal discretionary spending levels, and consumer sentiment about the economy in general.  The recent severe downturn and disruptions in global economic and market conditions could adversely affect consumer demand and/or increase the Company’s costs, resulting in lower profitability for the Company.  Due to the Company’s focus on non-prime borrowers, its actual rate of delinquencies, repossessions and credit losses on loans could be higher under adverse economic conditions than those experienced in the automotive retail finance industry in general.  The Company is unable to predict with certainty the future impact which the most recent global economic conditions will have on consumer demand in our markets or on the Company’s costs.

If an amendment to the Arkansas constitution is not approved by voters, a decrease in market interest rates will likely have an adverse effect on the Company’s profitability.

The Company’s earnings are impacted by its net interest income, which is the difference between the income earned on interest-bearing assets and the interest paid on interest-bearing notes payable.  The Company’s finance receivables generally bear interest at fixed rates ranging from 5.5% to 19%, while its revolving notes payable contain variable interest rates that fluctuate with market interest rates.  However, interest rates charged on finance receivables originated in the State of Arkansas have, until recently, been limited to the federal primary credit rate (currently .75%) plus 5%.  In recent years, the rate charged to Arkansas customers was as high as 11.25%, in August 2007.  Typically, the Company has charged interest on its Arkansas loans at or near the maximum rate allowed by law.  Thus, while the interest rates charged on the Company’s loans do not fluctuate once established, new loans originated in Arkansas were set at a spread above the federal primary credit rate which does fluctuate.  At April 30, 2010, approximately 48% of the Company’s finance receivables were originated in Arkansas.  The long-term

 
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effect of decreases in the federal primary credit rate generally had a negative effect on the profitability of the Company because the amount of interest income lost on Arkansas originated loans would likely exceed the amount of interest expense saved on the Company’s variable rate borrowings. Effective June 26, 2009, the Company began charging 12% on loans originated in Arkansas. This was due to the passage by the U.S. Congress of the Supplemental Appropriations Act of 2009 which was signed into law on June 24, 2009. Within this legislation is a provision which allows the Company to charge up to 17% on loans to our customers in Arkansas. The legislation has a sunset clause and will expire on December 31, 2010. The sunset exists because Arkansas voters will be voting in November 2010 on a state constitutional amendment which will effectively replace the federal legislation. Should Arkansas voters not approve the state constitutional amendment; the Company will again be subject to a maximum rate of the federal primary credit rate plus 5% effective January 1, 2011 for loans originated in Arkansas.
 
The Company’s business is geographically concentrated; therefore, the Company’s results of operations may be adversely affected by unfavorable conditions in its local markets.
 
The Company’s performance is subject to local economic, competitive, and other conditions prevailing in the eight states where the Company operates. 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 47% of revenues resulting from sales to Arkansas customers.  The Company’s current results of operations depend substantially on general economic conditions and consumer spending habits in these local markets.  Any decline in the general economic conditions or decreased consumer spending in these markets may have a negative effect on the Company’s results of operations.
 
The Company’s success depends upon the continued contributions of its management teams and the ability to attract and retain qualified employees.
 
The Company is dependent upon the continued contributions of its management teams.  Because the Company maintains a decentralized operation in which each dealership is responsible for buying and selling its own vehicles, making credit decisions and collecting loans it originates, the key employees at each dealership are important factors in the Company’s ability to implement its business strategy.  Consequently, the loss of the services of key employees could have a material adverse effect on the Company’s results of operations. In addition, when the Company decides to open new dealerships, the Company will need to hire additional personnel. The market for qualified employees in the industry and in the regions in which the Company operates is highly competitive and may subject the Company to increased labor costs during periods of low unemployment.
 
The Company’s business is dependent upon the efficient operation of its information systems.
 
The Company relies on its information systems to manage its sales, inventory, consumer financing, and customer information effectively. The failure of the Company’s information systems to perform as designed, or the failure to maintain and continually enhance or protect the integrity of these systems, could disrupt the Company’s business, impact sales and profitability, or expose the Company to customer or third-party claims.
 
Changes in the availability or cost of capital and working capital financing could adversely affect the Company’s growth and business strategies and the recent volatility and disruption of the capital and credit markets, and adverse changes in the global economy, could have a negative impact on the Company’s ability to access the credit markets in the future and/or obtain credit on favorable terms.
 
The Company generates cash from income from continuing operations.  The cash is primarily used to fund finance receivables growth.  To the extent finance receivables growth exceeds income from
 
 
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continuing operations, generally the Company increases its borrowings under its revolving credit facilities to provide the cash necessary to make loans.  On a long-term basis, the Company expects its principal sources of liquidity to consist of income from continuing operations and borrowings under revolving credit facilities and/or fixed interest term loans.  Any adverse changes in the  Company’s ability to borrow under revolving credit facilities or fixed interest term loans, or any increase in the cost of such borrowings, would likely have a negative impact on the Company’s ability to finance receivables growth which would adversely affect the Company’s growth and business strategies.  Further, the Company’s current credit facilities contain various reporting and financial performance covenants. Any failure of the Company to comply with these covenants could have a material adverse effect on the Company’s ability to implement its business strategy.
 
Recently, the capital and credit markets have become increasingly tight as a result of adverse economic conditions that have caused the failure and near failure of a number of large financial services companies.  While currently these conditions have not impaired the Company’s ability to access the credit markets and finance its operations, there can be no assurance that there will not be a further deterioration in the financial markets.  If the capital and credit markets continue to experience crises and the availability of funds remains low, it is possible that the Company’s ability to access the capital and credit markets may be limited or available on less favorable terms at a time when the Company would like, or need, to do so, which could have an impact on the Company’s ability to refinance maturing debt or react to changing economic and business conditions.  In addition, if current global economic conditions persist for an extended period of time or worsen substantially, the Company’s business may suffer in a manner which could cause the Company to fail to satisfy the financial and other restrictive covenants under its credit facilities.
 
The Company’s growth is dependent upon the availability of suitable dealership sites.
 
The Company leases a majority of the properties where its dealerships are located.  If and when the Company decides to open new dealerships, the inability to acquire suitable real estate, either through lease or purchase, at favorable terms could limit the expansion of the Company’s dealership base and could have a material adverse effect on the Company’s expansion strategy and future operating results.
 
The Company’s business is subject to seasonal fluctuations.

The Company’s third fiscal quarter (November through January) was historically the slowest period for vehicle sales.   Conversely, the Company’s first and fourth fiscal quarters (May through July and February through April) were historically the busiest times for vehicle sales. Therefore, the Company generally realized a higher proportion of its revenue and operating profit during the first and fourth fiscal quarters. However, in fiscal 2008, 2009 and 2010 tax refund anticipation sales began in early November and continued through January (the Company’s third fiscal quarter). The success of the tax refund anticipation sales effort has led to higher sales levels during the third fiscal quarters and the Company expects this trend to continue in future periods. If conditions arise that impair vehicle sales during the first, third or fourth fiscal quarters, the adverse effect on the Company’s revenues and operating results for the year could be disproportionately large.

Item 1B.  Unresolved Staff Comments

Not applicable.

 
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Item 2.  Properties

As of April 30, 2010, the Company leased approximately 70% of its facilities, including dealerships and the Company’s corporate offices.  These facilities are located principally in the states of Arkansas, Oklahoma, Texas, Kentucky and Missouri.  The Company’s corporate offices are located in approximately 12,000 square feet of leased space in Bentonville, Arkansas.  For additional information regarding the Company’s properties, see “Contractual Payment Obligations” and “Off-Balance Sheet Arrangements” under Item 7 of Part II.

Item 3.  Legal Proceedings

In the ordinary course of business, the Company has become a defendant in various types of legal proceedings.  While the outcome of these proceedings cannot be predicted with certainty, the Company does not expect the final outcome of any of these proceedings, individually or in the aggregate, to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Item 4.  Reserved


PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

General

The Company's common stock is traded on the NASDAQ Global Select Market under the symbol CRMT.  The following table sets forth, by fiscal quarter, the high and low sales prices reported by NASDAQ for the Company's common stock for the periods indicated.

 
Fiscal 2010
Fiscal 2009
 
High
Low
High
Low
         
First quarter
$
21.98
   
13.93
 
$
21.33
 
$
13.55
 
Second quarter
 
25.69
   
18.37
   
23.12
   
12.04
 
Third quarter
 
27.25
   
20.17
   
16.70
   
6.88
 
Fourth quarter
27.32
   
22.27
   
17.01
   
8.79
 

As of June 18, 2010, there were approximately 967 shareholders of record.  This number excludes stockholders holding the Company’s common stock as “beneficial owners” under nominee security position listings.

Stockholder Return Performance Graph

Set forth below is a line graph comparing the fiscal year end percentage change in the cumulative total stockholder return on the Company’s common stock to (i) the cumulative total return of the NASDAQ Market Index (U.S. companies), and (ii) the Hemscott Group 744 Index – Auto Dealerships (“Automobile Index”), for the period of five fiscal years commencing on May 1, 2005 and ending on April 30, 2010.  The graph assumes that the value of the investment in the Company’s common stock and each index was $100 on April 30, 2005.
 
 
 
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The dollar value at April 30, 2010 of $100 invested in the Company’s common stock on April 30, 2005 was $119.82, compared to $132.14 for the Automobile Index described above and $129.99 for the NASDAQ Market Index (U.S. Companies).

Dividend Policy

Since its inception, the Company has paid no cash dividends on its common stock.  The Company currently intends for the foreseeable future to continue its policy of retaining earnings to finance future growth.  Payment of cash dividends in the future will be determined by the Company's Board of Directors and will depend upon, among other things, the Company's future earnings, operations, capital requirements and surplus, general financial condition, contractual restrictions that may exist, and such other factors as the Board of Directors may deem relevant.  The Company is also limited in the amount of dividends or other distributions it can make to its shareholders without the consent of Car-Mart’s lender.  Please see “Liquidity and Capital Resources” under Item 7 of Part II for more information regarding this limitation.

Issuer Purchases of Equity Securities

         The Company is authorized to repurchase up to one million shares of its common stock under the common stock repurchase program last amended and approved by the Board of Directors and announced on February 25, 2010. The following table sets forth information with respect to purchases made by or on behalf of the Company of shares of the Company’s common stock during the periods indicated:

 
 
 
Period
 
 
 
Total Number
of Shares
Purchased
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased
as part of Publicly
Announced Plans
or Programs (1)
 
Maximum Number
of Shares that may
yet be Purchased
under the Plans or
Programs (1)
February 1, 2010 to February 28, 2010
 
40,172
 
$   23.54
 
40,172
 
1,000,000
March 1, 2010 to March 31, 2010
 
306,125
 
$   25.53
 
306,125
 
693,875
April 1, 2010 to April 30, 2010 (2)
 
85,549
 
$   24.50
 
80,000
 
613,875
                Total
 
431,846
 
$   25.14
 
426,297
 
613,875

(1)     The above described stock repurchase program has no expiration date.

(2)    5,549 of the shares purchased during April 2010 were originally granted to employees as restricted stock pursuant to the Company’s Stock Incentive Plan.  Pursuant to the Stock Incentive Plan, all of these shares were surrendered by the employees in

 
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exchange for the Company’s agreement to pay federal and state withholding obligations resulting from the vesting of the restricted stock.  These repurchases were not made pursuant to a publicly announced plan or program and do not reduce the number of shares that may yet be purchased under the Company’s publicly announced repurchase program.
 
Item 6.  Selected Financial Data

The financial data set forth below was derived from the audited consolidated financial statements of the Company and should be read in conjunction with the Consolidated Financial Statements and the Notes thereto contained in Item 8, and the information contained in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.”
 
   
Years Ended April 30,
 
   
(In thousands, except per share amounts)
 
   
2010
   
2009
   
2008
   
2007
   
2006
 
                               
Revenues
  $ 338,930     $ 298,966     $ 274,631     $ 240,334     $ 234,207  
                                         
Net income attributable to common stockholders
  $ 26,799     $ 17,906     $ 15,033     $ 4,232     $ 16,705  
                                         
Diluted earnings per share from continuing operations
  $ 2.27     $ 1.52     $ 1.26     $ 0.35     $ 1.39  
                                         
                                         
Total assets
  $ 251,272     $ 219,624     $ 200,589     $ 173,598     $ 177,613  
Total debt
  $ 38,766     $ 29,839     $ 40,337     $ 40,829     $ 43,588  
Mandatorily redeemable preferred stock
  $ 400     $ 400     $ 400     $ 400     $ 400  
Total  equity
  $ 176,190     $ 157,077     $ 137,322     $ 123,828     $ 119,351  
Shares outstanding
    11,338       11,729       11,688       11,875       11,848  
_________________________________

Item 7.  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 in Item 8 of this Annual Report on Form 10-K.

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 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., an Arkansas corporation (“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 April 30, 2010, the Company operated 97 dealerships 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 approximately 3% and 21% per year over the last ten years (average 15%).  Growth results from same

 
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dealership revenue growth and the addition of new dealerships.  Revenue increased 13.4% for the fiscal year ending April 30, 2010 compared to fiscal 2009 primarily due to a 12.2% increase in retail units sold, a 0.9% increase in average retail sales price and a 17.7% increase in interest income.
 
The Company’s primary focus is on collections.  Each dealership is responsible for its own collections with supervisory involvement of the corporate office.  Over the last five fiscal years, the Company’s credit losses as a percentage of sales have ranged between approximately 20.2% in 2010 and 29.1% in 2007 (average of 22.8%). Credit losses in fiscal 2007 (29.1%) were higher than the Company’s average over the last five years. Credit losses were higher due to several factors and included higher losses experienced in most of the dealerships, including mature dealerships, as the Company saw weakness in the performance of its portfolio as customers had difficulty making payments under the terms of their loans. Additionally, the Company’s rapid growth put stress on its infrastructure leading to operational difficulties resulting in higher losses. Credit losses in fiscal 2008 returned to a more historical level at 22% of sales as the Company continued to focus on its operational initiatives, including credit and collections efforts.  In fiscal 2009, the Company saw the benefit of continuing operational improvements despite negative macro-economic factors and experienced a reduction in credit losses to 21.5% of sales.  Improvements in credit losses have again continued into fiscal 2010 as the provision for credit losses was 20.2 % of sales for the year ended April 30, 2010.

The primary reason for the improvement in credit losses in recent years relates to improvements the Company has made to its business practices, including better underwriting and better collection procedures. These improvements in business practices have led to better collection results. Negative macro-economic issues do not always lead to higher credit loss results for the Company because the Company provides basic affordable transportation which in many cases is not a discretionary expenditure for customers. The Company has installed a proprietary credit scoring system which enables the Company to monitor the quality of loans on the front end. Corporate office personnel monitor credit scores and work with dealerships when the distribution of scores falls outside of prescribed thresholds.  Additionally, the Company has increased its investment in the corporate infrastructure within the collections area, including the hiring of a Director of Collection Practices and Review, which is also having a positive effect on results by providing more timely oversight and providing for more accountability on a consistent basis. In addition, the Company now has several Collection Specialists who assist the Director of Collection Practices and Review with monitoring and training efforts.  Also, turnover at the dealership level for collections positions is down, which is having a positive effect on results. The Company believes that the proper execution of its business practices is the single most important determinate of credit loss experience.

Historically, credit losses, on a percentage basis, tend to be higher at new and developing dealerships than at mature dealerships.  Generally, this is the case because the management at new and developing dealerships tend to be less experienced in making credit decisions and collecting customer accounts and the customer base is less seasoned.  Normally the older, more mature dealerships have more repeat customers and on average, repeat customers are a better credit risk than non-repeat customers.  The Company does believe that higher energy and fuel costs, general inflation and potentially lower personal income levels affecting customers can have a negative impact on collections.

The Company’s gross margins as a percentage of sales have been fairly consistent from year to year. Over the last five fiscal years, the Company’s gross margins as a percentage of sales have ranged between approximately 42% and 44%. Gross margin as a percentage of sales for fiscal 2010 was 43.9%. The Company’s gross margins are based upon the cost of the vehicle purchased, with lower-priced vehicles typically having higher gross margin percentages. Gross margins in recent years have been negatively affected by the increase in the average retail sales price (a function of a higher purchase price) and higher operating costs, mostly related to increased vehicle repair costs and higher fuel costs. Additionally, the percentage of wholesale sales to retail sales, which relate for the most part to

 
20

 
repossessed vehicles sold at or near cost, can have a significant effect on overall gross margins.  The negative effect from wholesale sales was higher in fiscal 2007 and during the first part of fiscal 2008 due to the increased level of repossession activity coupled with relatively flat retail sales levels. Higher retail sales levels and lower repossessions activity during the latter part of fiscal 2008 and for fiscal 2009 helped to bring gross margin percentages back up.  Gross margin percentages in fiscal 2010 benefitted from higher retail sales levels and from a strong wholesale market for repossessed vehicles due to overall used vehicle supply shortages.  The Company expects that its gross margin percentage will not change significantly in the near term from its current level (43-44% range).
 
Hiring, training and retaining qualified associates are critical to the Company’s success.  The rate at which the Company adds new dealerships and is able to implement operating initiatives is limited by the number of trained managers and support personnel the Company has at its disposal.  Excessive turnover, particularly at the dealership manager level, could impact the Company’s ability to add new dealerships and to meet operational initiatives.  The Company has added resources to recruit, train and develop personnel, especially personnel targeted to fill dealership manager positions.  The Company expects to continue to invest in the development of its workforce in fiscal 2011 and beyond.

Consolidated Operations
(Operating Statement Dollars in Thousands)
 
                     
% Change
                   
                     
2010
   
2009
                   
   
Years Ended April 30,
   
vs.
   
vs.
   
As a % of Sales
 
Operating Statement:
 
2010
   
2009
   
2008
   
2009
   
2008
   
2010
   
2009
   
2008
 
Revenues:
                                               
  Sales
  $ 308,756     $ 273,340     $ 250,337       13.0 %     9.2 %     100.0 %     100.0 %     100.0 %
  Interest income and other
    30,174       25,626       24,294       17.7       5.5       9.8       9.4       9.7  
      Total
    338,930       298,966       274,631       13.4       8.9       109.8       109.4       109.7  
                                                                 
Costs and expenses:
                                                               
  Cost of sales, excluding
      depreciation shown below
    173,106       155,668       144,537       11.2 %     7.7 %     56.1       57.0       57.7  
  SG&A
    57,207       51,093       47,223       12.0       8.2       18.5       18.7       18.9  
  Provision for credit loss
    62,277       58,807       55,046       5.9       6.8       20.2       21.5       22.0  
  Interest expense
    2,319       4,006       2,947       (42.1 )     35.9       .8       1.5       1.2  
  Depreciation and amortization
    1,694       1,395       1,148       21.4       21.5       .5       .5       .5  
  Loss on dealership closures &
      Disposals
    375       -       527       -       -       .1       -       .2  
      Total
    296,978       270,969       251,428       9.6       7.8       96.2       99.1       100.5  
                                                                 
     Income before taxes
  $ 41,952     $ 27,997     $ 23,203       49.8       20.7       13.6       10.2       9.3  
                                                                 
Operating Data:
                                                               
  Retail units sold
    32,196       28,698       27,207       12.2 %     5.5 %                        
  Average dealerships in operation
    95       92       93       3.3       (1.1 )                        
  Average units sold per
      Dealership
    339       312       293       8.6       6.5                          
  Average retail sales price
  $ 9,137     $ 9,056     $ 8,690       0.9       4.2                          
  Same store revenue growth
    11.2 %     8.3 %     13.0 %                                        
  Receivables average yield
    12 %     11.4 %     12.7 %                                        


 
21

 
2010 Compared to 2009

Total revenues increased $40.0 million, or 13.4%, in fiscal 2010 as compared to fiscal 2009, principally as a result of (i) revenue growth from dealerships that operated a full 12 months in both periods ($32.6 million), (ii) dealerships opened during fiscal 2009 or dealerships that opened or closed a satellite location during fiscal 2009 ($1.4 million), (iii) revenues from dealerships opened during fiscal 2010 ($6.0 million).

Revenues increased 13.4% in fiscal 2010 as compared to revenue growth of 8.9% in fiscal 2009.  The increase in revenue for fiscal 2010 is attributable to (i) a 12.2% increase in retail unit volumes together with a 0.9% increase in the average unit sales price, (ii) a 17.7% increase in interest and other income and, (iii) a $1.1 million increase in wholesale sales.

Cost of sales, as a percentage of sales, decreased to 56.1% in fiscal 2010 from 57.0% in fiscal 2009. The Company’s cost of sales as a percentage of sales was positively affected by a slightly lower percentage and significantly improved results for wholesale sales, due to favorable market conditions, as well as improvements in retail pricing efficiencies when compared to the prior year.  Wholesale sales, for the most part, relate to repossessed vehicles sold at or near cost.  The Company’s selling prices are based upon the cost of the vehicle purchased, with lower-priced vehicles typically having higher gross margin percentages. The Company will continue to focus efforts on minimizing the average retail sales price in order to help keep the loan terms shorter, which helps customers to maintain appropriate equity in their vehicles. The consumer demand for vehicles the Company purchases for resale remains high.  This high demand has been exacerbated by the decrease in domestic new car sales, which results in higher purchase costs for the Company.

Selling, general and administrative expense, as a percentage of sales, decreased 0.2% to 18.5% in fiscal 2010 from 18.7% in fiscal 2009.  The percentage decrease was principally the result of higher sales levels as a large majority of the Company’s operating costs are more fixed in nature. In dollar terms, overall selling, general and administrative expenses increased $6.1 million from fiscal 2009, which consisted primarily of increased payroll costs. At the corporate level, higher payroll costs were concentrated in the Human Resources, Information Technology and Credit and Collections areas. Within Human Resources is the Manager in Training Program, where the Company has significantly increased its investment over the last year in order to have a sufficient level of qualified associates in this program to support growth and cover attrition needs.  At the dealership level, market-based pay adjustments for certain positions have been made to reduce turnover and to attract qualified associates. Additionally, many of the company’s compensation arrangements are tied to financial performance and as such, more payroll costs are incurred during periods of improved financial results.  Also, stock based compensation was up approximately $600,000 for fiscal 2010 compared to fiscal 2009.

Provision for credit losses, as a percentage of sales, decreased 1.3% to 20.2% in fiscal 2010 from 21.5% in fiscal 2009.  The Company is benefiting from better execution of its collection practices, which is offsetting negative macro-economic issues that were prevalent during most of fiscal 2010. Turnover at the dealership level for collection positions is down between years which is having a positive effect on results. Additionally, the Company has increased its investment in the corporate infrastructure within the collection area which is continuing to have a positive effect on results by providing more oversight and providing more accountability on a consistent basis. The Company believes that the proper execution of its business practices is the single most important determinate of credit loss experience.

Interest expense (excluding the non-cash charge related to the change in fair value of the interest rate swap agreement described below) as a percentage of sales decreased 0.1% to 0.8% for fiscal 2010 compared to fiscal 2009.  The decrease was attributable to lower average borrowings during fiscal 2010

 
22

 
($33.0 million for fiscal 2010 compared to $37.7 million for fiscal 2009), offset by an increase in the overall average interest rate.
 
The Company has an interest rate swap agreement (the “Agreement”) which is not designated as a hedge by Company management; therefore, the gain (loss) of the Agreement is reported as a component of interest expense in earnings. The non-cash charge related to the Agreement was caused by a number of factors, including changes in interest rates, amount of notional debt outstanding, and number of months until maturity. Because the Company currently intends to hold the interest rate swap until its maturity in May 2013, the charge, which resulted from a change in fair value, will reverse by the maturity date.
 
The net income for the Agreement reported in earnings as interest income was $155,000 for fiscal 2010 compared to net expense of $1.5 million for fiscal 2009.  The fair value of the Agreement is included in accrued liabilities on the Company’s Consolidated Balance Sheet as of April 30, 2010 at $1.4 million.  The interest on the credit facilities, the net settlements under the interest rate swap, and the changes in the fair value of the Agreement are all reflected as interest expense.  Notwithstanding the Company’s intention to hold the swap until maturity, changes in fair value of the Agreement will continue to be recognized quarterly as non-cash charges or gains, as the case may be.

2009 Compared to 2008

Revenues increased $24.3 million, or 8.9%, in fiscal 2009 as compared to fiscal 2008, principally as a result of (i) revenue growth from dealerships that operated a full 12 months in both periods ($20.9 million), (ii) dealerships opened during fiscal 2008 or dealerships that opened or closed a satellite location during fiscal 2009 or fiscal 2008 ($3.4 million), (iii) revenues from dealerships opened during fiscal 2009 ($.8 million) offset by a $.8 million decrease in revenues for a dealership that closed in fiscal 2008.

Revenues increased 8.9% in fiscal 2009 as compared to revenue growth of 14.3% in fiscal 2008.  The increase in revenue for fiscal 2009 is attributable to (i) a 5.5% increase in retail unit volumes together with a 4.2% increase in the average unit sales price, (ii) a 5.5% increase in interest and other income, offset by a $460,000 decrease in wholesale sales.  Presently, the Company expects that its average retail sales price will increase in fiscal 2010, but at a rate less than increases seen in recent fiscal years.

Cost of sales, as a percentage of sales, decreased to 57% in fiscal 2009 from 57.7% in fiscal 2008. The Company’s gross margins are based upon the cost of the vehicle purchased, with lower-priced vehicles typically having higher gross margin percentages. The Company’s gross margins had been negatively affected in recent history by the increase in the average retail sales price (a function of a higher purchase price) and to a lesser extent by higher operating costs, mostly related to increased vehicle repair costs and higher fuel costs. In fiscal 2009, gross margin percentages benefited from pricing efficiencies, lower wholesale sales and slightly lower operating expenses when compared to fiscal 2008. The consumer demand for vehicles the Company purchases for resale remains high.  This high demand has been exacerbated by the decrease in domestic new car sales, which results in higher purchase costs for the Company.

Selling, general and administrative expense, as a percentage of sales, decreased 0.2% to 18.7% in fiscal 2009 from 18.9% in fiscal 2008.  The percentage decrease was principally the result of higher sales levels as a large majority of the Company’s operating costs are more fixed in nature. In dollar terms, overall expenses increased $3.9 million from fiscal 2008, which consisted primarily of increased payroll costs. At the corporate level, higher payroll costs were concentrated in the Human Resources, Information Technology and Collections areas. Human Resources includes the Company’s Manager in Training Program, the entry level point for future dealership managers. The Company significantly increased its investment in the Manager in Training program throughout fiscal 2009. Additionally, the Company increased its investment in its training department during fiscal 2009 to ensure that associates possess the

 
23

 
appropriate skills and are well trained in serving customers. At the dealership level during fiscal 2009, the Company made market-based pay adjustments for certain positions in an effort to reduce turnover and to attract qualified associates. Also, stock based compensation was $2.1 million in fiscal 2009 compared to $1.6 million in fiscal 2008.
 
Provision for credit losses, as a percentage of sales, decreased 0.5% to 21.5% in fiscal 2009 from 22.0% in fiscal 2008.  Credit losses in fiscal 2009 were positively affected by lower losses during the first three quarters of 2009 offset by a slightly higher loss rate for the fourth fiscal quarter (20.8% for the fourth quarter of fiscal 2009 compared to 20.0% for the fourth quarter of fiscal 2008). The Company is benefiting from better execution of its collection practices, which is offsetting negative macro-economic issues that were prevalent during most of fiscal 2009. Turnover at the dealership level for collection positions is down between years which is having a positive effect on results. Additionally, the Company has increased its investment in the corporate infrastructure within the collection area which is also having a positive effect on results by providing more oversight and providing more accountability on a consistent basis. The Company believes that the proper execution of its business practices is the single most important determinate of credit loss experience.

Interest expense (excluding the non-cash charge related to the change in fair value of the interest rate swap agreement described above) as a percentage of sales decreased 0.3% to 0.9% for fiscal 2009 compared to fiscal 2008.  The decrease was attributable to lower average interest rates during fiscal 2009 as well as a slight decrease in average borrowings ($37.7 million for fiscal 2009 compared to $38.0 million for fiscal 2008).  The decrease in interest rates is attributable to decreases in the prime interest rate of the Company’s lender, as the interest rate under the Company’s revolving credit facilities fluctuate with the prime interest rate of its lender.

Financial Condition

The following table sets forth the major balance sheet accounts of the Company at April 30, 2010, 2009 and 2008 (in thousands):

   
April 30,
 
   
2010
   
2009
   
2008
 
Assets:
                 
    Finance receivables, net
  $ 205,423     $ 182,041     $ 163,344  
    Inventory
    20,367       15,476       13,532  
    Property and equipment, net
    22,722       19,346       18,140  
                         
 
Liabilities:
                       
    Accounts payable and accrued liabilities
    18,471       16,270       14,434  
    Deferred payment protection plan revenue
    8,229       7,353       4,631  
    Deferred tax liabilities, net
    9,193       8,377       3,465  
    Revolving credit facilities & notes payable
    38,766       29,839       40,337  

Historically, finance receivables tended to grow slightly faster than revenue growth.  This has historically been due, to a large extent, to an increasing weighted average term necessitated by increases in the average retail sales price. The following table shows receivables growth compared to revenue growth.  The difference for fiscal 2009 relates primarily to lower net charge-offs and a slightly longer weighted average loan term due mostly to an increase in the average retail sales price.  The average term for installment sales contracts at April 30, 2010 was relatively flat as compared to April 30, 2009 (27.7 months vs. 27.6 months), and collections were up significantly which led to receivables growth being lower than revenue growth for fiscal 2010.  Revenue growth results from same store revenue growth and the addition of new dealerships.  Going forward, it is anticipated that growth in finance receivables will approximate or even be slightly less than revenue growth on an annual basis.
 
24

 

   
Year Ended April 30,
 
   
2010
   
2009
   
2008
 
                   
Growth in finance receivables, net of deferred
      payment protection plan revenue
    12.9 %     10.1 %     14.0 %
Revenue growth
    13.4 %     8.9 %     14.3 %

In fiscal 2010, inventory increased 31.6% ($4.9 million) as compared to revenue growth of 13.4%.  The increase resulted primarily from (i) slightly higher overall price increases for the type of vehicle the Company purchases for resale, (ii) the Company’s desire to offer a broad mixture and increased quantities of vehicles to adequately serve its expanding retail customer base and (iii) new dealership openings. The Company will continue to manage inventory levels in the future to ensure adequate supply of vehicles, in volume and mix, and to meet sales demand.

Property and equipment, net increased $3.4 million in fiscal 2010 as the Company incurred expenditures related to new dealerships as well as to refurbish and expand a number of existing locations.

Accounts payable and accrued liabilities increased $2.2 million in fiscal 2010 due primarily to increased payables related to higher inventory levels and other volume related expenditures as well as increased compensation payable as a result of the increased profit levels.

The unearned portion of the payment protection plan product increased $0.9 million in fiscal 2010.  This product was introduced in the first quarter of fiscal 2008.

Deferred tax liabilities, net increased $816,000 in fiscal 2010 primarily due to increased finance receivables, partially offset by deferred tax assets related to the increased accrued liabilities and increased share based compensation.  In fiscal 2009, the Company benefitted from a $4.9 million increase in deferred income taxes and a $4.2 million positive change in current income taxes, primarily related to refunds from prior year taxes paid.

Borrowings on the Company’s revolving credit facilities fluctuate primarily based upon a number of factors including (i) net income, (ii) finance receivables changes, (iii) income taxes, (iv) capital expenditures and (v) common stock repurchases.  Historically, income from continuing operations, as well as borrowings on the revolving credit facilities, have funded the Company’s finance receivables growth, capital asset purchases and common stock repurchases. In fiscal 2010 the Company had a $8.9 million net increase in borrowings under the revolving credit facility & notes payable to help finance receivables growth, capital expenditures and common stock repurchases.
 
 

 
 
25

 
Liquidity and Capital Resources

The following table sets forth certain historical information with respect to the Company’s Statements of Cash Flows (in thousands):

   
Years Ended April 30,
 
   
2010
   
2009
   
2008
 
Operating activities:
                 
    Net income
  $ 26,839     $ 17,946     $ 15,073  
    Provision for credit losses
    62,277       58,807       55,046  
    Losses on claims for payment protection plan
    4,504       4,061       1,871  
    Depreciation and amortization
    1,694       1,395       1,148  
    Stock based compensation
    2,727       2,112       1,600  
    Unrealized loss (gain) for change in fair market value of interest rate
         swap
    (155 )     1,522       -  
    Finance receivable originations
    (283,626 )     (252,879 )     (230,920 )
    Finance receivable collections
    169,902       149,357       129,232  
    Inventory
    18,740       20,024       20,249  
    Current Income Taxes
    (151 )     4,161       (1,390 )
    Deferred Income Taxes
    816       4,912       3,130  
    Accrued Interest on Finance Receivables
    (183 )     55       (139 )
    Deferred payment protection plan revenue
    876       2,722       4,631  
    Accounts payable and accrued liabilities
    3,402       1,214       3,690  
    Other
    455       (1,091 )     (106 )
        Total
    8,117       14,318       3,115  
                         
Investing activities:
                       
    Purchase of property and equipment
    (6,465 )     (2,664 )     (2,559 )
    Proceeds from sale of property and equipment
    1,020       62       112  
    Proceeds from sale of finance receivables related to dealership
    -       -       343  
        Total
    (5,445 )     (2,602 )     (2,104 )
                         
Financing activities:
                       
    Debt facilities, net
    8,927       (10,498 )     (492 )
    Change in cash overdrafts
    (1,046 )     (900 )     2,556  
    Purchase of common stock
    (10,857 )     (1,181 )     (3,538 )
    Dividend payments
    (40 )     (40 )     (40 )
    Exercise of stock options and warrants, including
      tax benefits and issuance of common stock
    444       918       399  
        Total
    (2,572 )     (11,701 )     (1,115 )
                         
        Change in cash
  $ 100     $ 15     $ (104 )

The primary drivers of operating profits and cash flows include (i) top line sales (ii) interest rates on finance receivables, (iii) gross profit percentages on vehicle sales, and (iv) credit losses. The Company generates cash flow from income from operations.  Historically, most or all of this cash is used to fund finance receivables growth, capital expenditures and common stock repurchases.  To the extent finance receivables growth, capital expenditures and common stock repurchases exceed income from operations, generally the Company increases its borrowings under its revolving credit facilities.  The majority of the Company’s growth has been self-funded.

Cash flows from operations in fiscal 2010 were positively impacted by (i) higher sales volumes and higher gross margin percentages on those sales, (ii) lower credit losses as a percentage of sales, (iii) increased accounts payable and accrued liabilities, offset by a significant decrease in the positive impact from current and deferred income taxes as well as the net effect of other components of the change in finance receivables including originations, collections, inventory acquired in both repossessions and payment protections plan claims as well as the actual payment protection plan claims. Finance receivables, net, increased by $23.4 million during fiscal 2010.

 
26

 
Cash flows from operations in fiscal 2009 were positively impacted by (i) higher sales volumes and higher gross margin percentages on those sales, (ii) lower credit losses as a percentage of sales, (iii) improvements in current and deferred income taxes which resulted from the effect of an increase in the finance receivables as well as refunds from prior year taxes paid, (iv) increases in liabilities for fiscal 2009 resulting from increased sales levels, the deferred payment protection plan revenue and the liability associated with the interest rate swap agreement, offset by the net effect of other components of the change in finance receivables including originations, collections, inventory acquired in both repossessions and payment protections plan claims as well as the actual payment protection plan claims. Finance receivables, net, increased by $18.7 million during fiscal 2009.
 
The purchase price the Company pays for a vehicle has a significant effect on liquidity and capital resources. Several external factors can negatively affect the purchase cost of vehicles. Decreases in the overall volume of new car sales, particularly domestic brands, lead to decreased supply in the used car market. Also, the expansion of the customer base due in part to constrictions in consumer credit, as well as general economic conditions, can have an overall effect on the demand for the type of vehicle the Company purchases for resale. Because the Company bases its selling price on the purchase cost for the vehicle, increases in purchase costs result in increased selling prices. As the selling price increases, it becomes more difficult to keep the gross profit percentage and loan term in line with historical results, because the Company’s customers have limited incomes and their car payment must remain affordable within their individual budgets. The Company has seen increases in the purchase cost of vehicles and resulting increases in selling prices and terms over the last few years. Management does expect some continuing increases in vehicle purchase costs on a going-forward basis.  Management also expects the availability of consumer credit within the automotive industry to continue to be constricted, especially in the deep subprime area, when compared to recent history and that this will continue to result in overall increases in demand for most, if not all, of the vehicles the Company purchases for resale.  The Company has devoted significant efforts to improve its purchasing processes to ensure adequate supply at appropriate prices. This is expected to result in gross margin percentages in the 43-44% range and overall loan terms remaining fairly consistent with recent experience but increasing somewhat into the future.  In an effort to ensure an adequate supply of vehicles at appropriate prices, the Company has increased the level of accountability for its purchasing agents including the establishment of sourcing and pricing guidelines.  Additionally, the Company is expanding its purchasing territories to larger cities in close proximity to its dealerships and increasing its efforts to purchase vehicles from individuals at the dealership level as well as via the internet.

Macro-economic factors can have a significant effect on credit losses and resulting liquidity. General inflation, particularly within staple items such as groceries and gasoline, as well as overall unemployment levels can have a significant effect on collection results and ultimately credit losses. The Company has made improvements to its business processes within the last few years to strengthen controls and provide stronger infrastructure to support its collection efforts. With these improvements, the Company anticipates that credit losses on a going-forward basis will be in the range of 20-22% of sales. However, significant negative macro-economic effects could cause actual results to differ from the anticipated range.

The Company has generally leased the majority of the properties where its dealerships are located.  As of April 30, 2010, the Company leased approximately 70% of its dealership properties.  The Company expects to continue to lease the majority of the properties where its dealerships are located.

Car-Mart of Arkansas’ credit facilities limit distributions from Car-Mart of Arkansas to the Company beyond (i) the repayment of an intercompany loan ($2.9 million at April 30, 2010), and (ii) dividends equal to 75% of Car-Mart of Arkansas’ net income.  At April 30, 2010, the Company’s net assets (excluding its $173 million equity investment in Car-Mart of Arkansas) consisted of $1,000 in

 
27

 
cash, $0.3 million in other net assets and a $2.9 million receivable from Car-Mart of Arkansas.  Thus, the Company is limited in the amount of dividends or other distributions it can make to its shareholders without the consent of the Company’s lender.
 
At April 30, 2010, the Company had $268,000 of cash on hand and an additional $19.6 million of availability under its revolving credit facilities (see Note F to the Consolidated Financial Statements in Item 8).  On a short-term basis, the Company’s principal sources of liquidity include income from operations and borrowings under its revolving credit facilities.  On a longer-term basis, the Company expects its principal sources of liquidity to consist of income from operations and borrowings under revolving credit facilities and/or fixed interest term loans.  The Company’s revolving credit facilities mature in April 2011 and the Company expects that it will be able to renew or refinance its revolving credit facilities on or before the date they mature.  Furthermore, while the Company has no specific 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, (ii) purchase property and equipment of approximately $4 million in the next 12 months in connection with refurbishing existing dealerships and adding new dealerships, (iii) repurchase shares of common stock when favorable conditions exist and (iv) reduce debt to the extent excess cash is available.

The Company believes it will have adequate liquidity to continue to grow its revenues and to satisfy its capital needs for the foreseeable future.

Contractual Payment Obligations

The following is a summary of the Company’s contractual payment obligations as of April 30, 2010, including renewal periods under operating leases that are reasonably assured (in thousands):

   
Payments Due by Period
 
Contractual Obligations
 
Total
   
Less Than
1 Year
   
1-3 Years
   
3-5 Years
   
More Than
5 Years
 
                               
Revolving lines of credit
  $ 31,944     $ 31,944     $ -     $ -     $ -  
Notes payable
    6,822       945       2,111       2,443       1,323  
Interest payments
    1,623       469       717       385       52  
Operating leases
    31,792       3,095       6,161       5,735       16,801  
                                         
     Total
  $ 72,181     $ 36,453     $ 8,989     $ 8,563     $ 18,176  

We calculate estimated interest payments for the long term debt using the applicable rates and payment dates.  We typically expect to settle such interest payments with cash flows from operations and short-term borrowings.

The above excludes estimated interest payments on the Company’s revolving line of credit and the interest payments on the interest rate swap agreement.  The Company paid $1.0 million in interest payments on the revolving line of credit and $695,000 in interest on the interest rate swap agreement in fiscal 2010.

The $31.8 million of operating lease commitments includes $5.5 million of non-cancelable lease commitments under the primary lease terms, and $26.3 million of lease commitments for renewal periods at the Company’s option that are reasonably assured.

 
28

 

Off-Balance Sheet Arrangements

The Company has entered into operating leases for approximately 70% of its dealership and office facilities.  Generally these leases are for periods of three to five years and usually contain multiple renewal options.  The Company uses leasing arrangements to maintain flexibility in its dealership locations and to preserve capital.  The Company expects to continue to lease the majority of its dealership and office facilities under arrangements substantially consistent with the past.  For the years ended April 30, 2010, 2009 and 2008, rent expense for all operating leases amounted to approximately $3.5 million, $3.0 million and $2.7 million, respectively.

Other than its operating leases, the Company is not a party to any off-balance sheet arrangement that management believes is reasonably likely to have a current or future effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Related Finance Company Contingency

Car-Mart of Arkansas and Colonial do not meet the affiliation standard for filing consolidated income tax returns, and as such they file separate federal and state income tax returns.  Car-Mart of Arkansas routinely sells its finance receivables to Colonial at what the Company believes to be fair market value and is able to take a tax deduction at the time of sale for the difference between the tax basis of the receivables sold and the sales price.  These types of transactions, based upon facts and circumstances, have been permissible under the provisions of the Internal Revenue Code (“IRC”) as described in the Treasury Regulations.  For financial accounting purposes, these transactions are eliminated in consolidation, and a deferred tax liability has been recorded for this timing difference.   The sale of finance receivables from Car-Mart of Arkansas to Colonial provides certain legal protection for the Company’s finance receivables and, principally because of certain state apportionment characteristics of Colonial, also has the effect of reducing the Company’s overall effective state income tax rate by approximately 240 basis points.  The actual interpretation of the Treasury Regulations is in part a facts and circumstances matter.  The Company believes it satisfies the material provisions of the Treasury Regulations.  Failure to satisfy those provisions could result in the loss of a tax deduction at the time the receivables are sold, and have the effect of increasing the Company’s overall effective income tax rate as well as altering the timing of required tax payments.

The IRS recently concluded the previously reported examinations of the Company’s income tax returns for fiscal years 2008 and 2009.  As a result of the examinations, the IRS has questioned whether deferred payment protection plan (PPP) revenue associated with the sale of certain receivables is subject to the acceleration of advance payments provision of the Internal Revenue Code and whether the Company may deduct losses on the sale of the PPP receivables in excess of the income recognized on the underlying contracts.  The issue is timing in nature and does not affect the overall tax provision, just the timing of required tax payments.

By letter dated April 2, 2010, the IRS delivered to the Company a revenue agent’s report (“RAR”), which proposes an adjustment for the items discussed above as well as interest.  The Company intends to vigorously defend its position and on April 23, 2010, the Company filed an administrative protest with the Appeals Office of the IRS.  The protest disputes the income tax changes proposed by the IRS and requests a conference with a representative of the Appeals Office.  The Company has not yet been notified by the Appeals Office of a date for the conference.  If the matter is not resolved in the Appeals Office, and if the IRS intends to pursue its position, the Company fully intends to ask an appropriate court to consider the issue.



 
29

 
Critical Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires the Company to make estimates and assumptions in determining the reported amounts 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 reporting period.  Actual results could differ from the Company’s estimates.  The Company believes the most significant estimate made in the preparation of the Consolidated Financial Statements in Item 8 relates to the determination of its allowance for credit losses, which is discussed below.  The Company’s accounting policies are discussed in Note B to the Consolidated Financial Statements in Item 8.

The Company maintains an allowance for credit losses on an aggregate basis at a level it considers sufficient to cover estimated losses in the collection of its finance receivables.  At April 30, 2010, the weighted average total loan term was 27.7 months with 19.6 months remaining. The reserve amount in the allowance for credit losses at April 30, 2010, $55.6 million, was 22% of the principal balance in Finance receivables of $261.0 million, less unearned payment protection plan revenue of $8.2 million. The estimated reserve amount is the Company’s anticipated future net charge-offs for losses incurred through the balance sheet date. The allowance takes into account historical credit loss experience (both timing and severity of losses), with consideration given to recent credit loss trends and changes in loan characteristics (i.e., average amount financed, months outstanding at loss date, term and age of portfolio), delinquency levels, collateral values, economic conditions and underwriting and collection practices. The allowance for credit losses is reviewed at least quarterly by management with any changes reflected in current operations.  The calculation of the allowance for credit losses uses the following primary factors:

·  
The number of units repossessed or charged-off as a percentage of total units financed over specific historical periods of time.

·  
The average net repossession and charge-off loss per unit during the last eighteen months, segregated by the number of months since the loan origination date, and adjusted for the expected future average net charge-off loss per unit.  About 50% of the charge-offs that will ultimately occur in the portfolio are expected to occur within 10-11 months following the balance sheet date.  The average age of an account at charge-off date is 11.8 months.

·  
The timing of repossession and charge-off losses relative to the date of sale (i.e., how long it takes for a repossession or charge-off to occur) for repossessions and charge-offs occurring during the last eighteen months.

A point estimate is produced by this analysis which is then supplemented by any positive or negative subjective factors to arrive at an overall reserve amount that management considers to be a reasonable estimate of incurred losses that will be realized via actual charge-offs in the future. 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.  Periods of economic downturn do not necessarily lead to increased credit losses because the Company provides basic affordable transportation to customers that, for the most part, do not have access to public transportation.  The effectiveness of the execution of internal policies and procedures within the collections area has historically had a more significant effect on collection results than macro-economic issues. A 1% change, as a percentage of Finance receivables, in the allowance for credit losses would equate to an approximate pre-tax change of $2.6 million.

 
30

 
Recent Accounting Pronouncements

Occasionally, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies which the Company adopts as of the specified effective date. Unless otherwise discussed, the Company believes the impact of recently issued standards which are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

Codification of GAAP.  Effective July 1, 2009, the Company adopted the Accounting Standards Codification™ (the “Codification”).  The Codification is the source of authoritative U.S. Generally Accepted Accounting Principles (“GAAP”) to be applied by nongovernmental entities.  The Codification does not change current U.S. GAAP but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature in one place.  The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  Adoption of the Codification did not have a material impact on the Company’s financial statements.

Consolidation.  In May 2009, the FASB issued an update to the Consolidation topic.  The objective of this update is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements.  Accordingly this update requires the ownership interests in subsidiaries held by other parties other than the parent be clearly identified, labeled, and presented in the Consolidated Balance Sheet within equity but separate from the parent’s and requires entities to provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners.  Upon the adoption, $100,000 of preferred stock was classified as non-controlling interest within equity and the remaining $400,000 of preferred stock with a put provision was classified in the mezzanine section. The dividends associated with the entire preferred stock were reflected as a reduction to net income to arrive at net income attributable to the common stockholders. The presentation of the preferred stock has been applied retroactively for all periods.
 
 
Derivatives and hedging.  In May 2009, the FASB issued an update to the derivates and hedging topic.  Due to the use and complexity of derivative instruments, there were concerns regarding the existing disclosure requirements around derivative instruments.  Accordingly, this update requires enhanced disclosures about an entity’s derivative and hedging activities.  Entities will be required to provide enhanced disclosures about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedging items are accounted for under this topic, and (iii) how derivative instruments and related hedging items affect an entity’s financial position, financial performance and cash flows.  This update did not have a material impact on the Company’s financial statements.

Fair value.  In August 2009, the FASB issued an update to the Fair Value topic. This update clarifies the fair market value measurement of liabilities.  In circumstances where a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: a technique that uses quoted price of the identical or a similar liability or liabilities when traded as an asset or assets, or another valuation technique that is consistent with this topic such as an income or market approach.  This update was effective upon issuance and it did not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued an update to the Fair Value topic.  This update requires new disclosures for (i) transfers in and out of levels 1 and 2 and (ii) activity in level 3, by requiring the reconciliation to present separate information about purchases, sales, issuance, and settlements.  Also, this update clarifies the disclosures related to the fair value of each class of assets and liabilities and the input and valuation techniques for both recurring and nonrecurring fair value measurements in levels 2 and 3.

 
31

 
The effective date for the new disclosures and clarifications is for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements, which is effective for fiscal years beginning after December 15, 2010.  This update is not expected to have a material impact on the Company’s financial statements.
 
Impact of Inflation

Inflation has not historically been a significant factor impacting the Company’s results.  However, recent purchase price increases for vehicles, most pronounced over the last three fiscal years, have had a negative effect on the Company’s gross profit percentages when compared to past years. This is due to the fact that the Company focuses on keeping payments affordable to its customer base and at the same time ensuring that the term of the loan matches the economic life of the vehicle.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to market risk on its financial instruments from changes in interest rates.  In particular, the Company has historically had exposure to changes in the federal primary credit rate and has exposure to changes in the prime interest rate of its lender.  The Company does not use financial instruments for trading purposes but has entered into an interest rate swap agreement to manage interest rate risk.  

Interest rate risk.   The Company’s exposure to changes in interest rates relates primarily to its debt obligations.  The Company is exposed to changes in interest rates as a result of its revolving credit facilities, and the interest rates charged to the Company under its credit facilities fluctuate based on its primary lender’s prime rate of interest.  To reduce its exposure to changes in interest rates the Company has entered into an interest rate swap agreement. The agreement was entered into generally to provide the Company with a fixed interest rate for a portion of its variable rate debt.  The notional amount of this swap agreement is $20 million and it expires in May 2013. The Company may in the future enter into additional interest rate risk management arrangements for a portion of its outstanding debt.
 
At April 30, 2010, the Company’s interest rate swap on $20 million of notional principal provides that the Company will pay monthly interest on the notional amount at a fixed rate of 6.68% and receive monthly interest on the notional amount at a floating rate based on the bank’s prime lending rate (3.25% at April 30, 2010). An average decrease in future interest rates of 100 basis points from the rate at April 30, 2010, would have resulted in an additional expense, reflected within Interest expense on the Consolidated Statement of Operations, of approximately  $529,000 resulting from a change in fair value of the instrument. Also, the liability for the fair value of the swap agreement reflected within Accrued liabilities on the Consolidated Balance Sheet at April 30, 2010 would have increased by approximately $529,000 to approximately $1.9 million.
 
The Company had total indebtedness of $38.8 million outstanding at April 30, 2010. Of this amount, $11.9 million (excluding the $20 million notional amount for the interest rate swap agreement) was variable rate debt under the credit facilities. The impact of a 1% increase in interest rates on this amount of debt would result in increased annual interest expense of approximately $119,000 and a corresponding decrease in net income before income tax.
 
The fair value of the interest rate swap agreement is based on quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. The Company’s valuation models are primarily industry-standard models that consider various inputs including (a) quoted forward prices for
 
32

 
commodities, (b) time value and (c) current market and contractual prices for the underlying instruments, as well as other relevant economic measures. The Company utilizes its counterparties’ valuations to assess the reasonableness of its prices and valuation techniques.
 
The Company’s earnings are impacted by its net interest income, which is the difference between the income earned on interest-bearing assets and the interest paid on interest-bearing notes payable.  The Company’s finance receivables generally bear interest at fixed rates ranging from 5.5% to 19%, while its revolving notes payable contain variable interest rates that fluctuate with market interest rates.  Prior to June 2009, interest rates charged on finance receivables originated in the State of Arkansas were limited to the federal primary credit rate (currently .75%) plus 5%.  As a point of reference the rate charged to Arkansas customers was 11.25% in August 2007.  Typically, the Company had charged interest on its Arkansas loans at or near the maximum rate allowed by law.  Thus, while the interest rates charged on the Company’s loans do not fluctuate once established, new loans originated in Arkansas were set at a spread above the federal primary credit rate which does fluctuate. Effective June 26, 2009, the Company began charging 12% on loans originated in Arkansas. This was due to the passage by the U.S. Congress of the Supplemental Appropriations Act of 2009 which was signed into law on June 24, 2009. Within this legislation is a provision which allows the Company to charge up to 17% on loans to customers in Arkansas. The legislation has a sunset clause and will expire on December 31, 2010. The sunset exists because Arkansas voters will be voting in November 2010 on a state constitutional amendment which will effectively replace the federal legislation. Should the Arkansas voters not approve the state constitutional amendment, the Company will again be subject to a maximum rate of the federal primary credit rate plus 5% effective January 1, 2011 for loans originated in Arkansas.    At April 30, 2010, approximately 48% of the Company’s finance receivables were originated in Arkansas.  The long-term effect of decreases in the federal primary credit rate generally had a negative effect on the profitability of the Company because the amount of interest income lost on Arkansas originated loans would likely exceed the amount of interest expense saved on the Company’s variable rate borrowings. The Company’s prior disclosures under Item 7A included calculations of hypothetical increases or decreases in interest income resulting from changes in the federal primary discount rate due to the fact that interest rates charged on finance receivables originated in the State of Arkansas, until June 26, 2009, were limited to the federal primary credit rate plus 5.0%. Since rates charged in Arkansas are no longer tied to the federal primary credit rate that presentation is no longer meaningful.

Item 8.  Financial Statements and Supplementary Data

The following financial statements and accountant’s report are included in Item 8 of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of April 30, 2010 and 2009

Consolidated Statements of Operations for the years ended April 30, 2010, 2009 and 2008

Consolidated Statements of Cash Flows for the years ended April 30, 2010, 2009 and 2008

Consolidated Statements of Changes in Equity for the years ended April 30, 2010, 2009 and 2008

Notes to Consolidated Financial Statements

 
33

 
 
 
Report of Independent Registered Public Accounting Firm


Board of Directors and Stockholders
America’s Car-Mart, Inc.

We have audited the accompanying consolidated balance sheets of America’s Car-Mart, Inc. (a Texas corporation) and subsidiaries as of April 30, 2010 and 2009, and the related consolidated statements of operations, cash flows, and changes in equity for each of the three years in the period ended April 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of America’s Car-Mart, Inc. and subsidiaries as of April 30, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended April 30, 2010 in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), America’s Car-Mart, Inc. and subsidiaries’ internal control over financial reporting as of April 30, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated June 18, 2010 expressed an unqualified opinion.

 /s/ GRANT THORNTON LLP


Tulsa, Oklahoma
June 18, 2010 



 
34

 


Consolidated Balance Sheets
America’s Car-Mart, Inc.
(Dollars in thousands)

   
April 30, 2010
   
April 30, 2009
 
Assets:
           
    Cash and cash equivalents
  $ 268     $ 168  
    Accrued interest on finance receivables
    961       778  
    Finance receivables, net
    205,423       182,041  
    Inventory
    20,367       15,476  
    Prepaid expenses and other assets
    1,176       1,460  
    Goodwill
    355       355  
    Property and equipment, net
    22,722       19,346  
    $ 251,272     $ 219,624  
                 
                 
                 
Liabilities, mezzanine equity and equity:
               
    Liabilities:
               
       Accounts payable
  $ 5,796     $ 3,928  
       Deferred payment protection plan revenue
    8,229       7,353  
       Accrued liabilities
    12,675       12,342  
       Income taxes payable, net
    23       308  
       Deferred tax liabilities, net
    9,193       8,377  
       Revolving credit facilities and notes payable
    38,766       29,839  
          Total liabilities
    74,682       62,147  
                 
       Commitments and contingencies
               
                 
   Mezzanine equity:
               
       Mandatorily redeemable preferred stock
    400       400  
                 
                 
                 
                 
   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;
               
            12,268,807 and 12,228,465 shares issued and outstanding at April 30, 2010 and 2009
    123       122  
       Additional paid-in capital
    43,483       40,313  
       Retained earnings
    150,012       123,213  
       Less:  Treasury stock, at cost, (931,130 and 499,284 shares at April 30, 2010 and 2009)
    (17,528     (6,671
          Total stockholders’ equity
    176,090       156,977  
       Non-controlling interest
    100       100  
          Total equity
    176,190       157,077  
                 
    $ 251,272     $ 219,624  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
35

 
Consolidated Statements of Operations
America’s Car-Mart, Inc.
(Dollars in thousands except per share amounts)


   
Years Ended April 30,
 
   
2010
   
2009
   
2008
 
Revenues:
                 
    Sales
  $ 308,756     $ 273,340     $ 250,337  
    Interest and other income
    30,174       25,626       24,294  
      338,930       298,966       274,631  
                         
Costs and expenses:
                       
    Cost of sales, excluding depreciation shown below
    173,106       155,668       144,537  
    Selling, general and administrative
    57,207       51,093       47,223  
    Provision for credit losses
    62,277       58,807       55,046  
    Interest expense
    2,319       4,006       2,947  
    Depreciation and amortization
    1,694       1,395       1,148  
    Loss on dealership closures/sale of property and equipment
    375       -       527  
      296,978       270,969       251,428  
                         
        Income before taxes
    41,952       27,997       23,203  
                         
Provision for income taxes
    15,113       10,051       8,130  
                         
        Net income
  $ 26,839     $ 17,946     $ 15,073  
                         
Less:  Dividends on mandatorily redeemable preferred stock
    40       40       40  
                         
Net income attributable to common stockholders
  $ 26,799     $ 17,906     $ 15,033  
                         
Earnings per share:
                       
        Basic
  $ 2.29     $ 1.52     $ 1.27  
        Diluted
  $ 2.27     $ 1.52     $ 1.26  
                         
Weighted average number of shares outstanding:
                       
        Basic
    11,681,880       11,747,183       11,825,657  
        Diluted
    11,815,629       11,806,732       11,907,321  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
36

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

   
Years Ended April 30,
 
   
2010
   
2009
   
2008
 
Operating activities:
                 
   Net income
  $ 26,839     $ 17,946     $ 15,073  
                         
   Adjustments to reconcile net income from operations
                       
      to net cash provided by operating activities:
                       
      Provision for credit losses
    62,277       58,807       55,046  
      Losses on claims for payment protection plan
    4,504       4,061       1,871  
      Depreciation and amortization
    1,694       1,395       1,148  
      Loss (gain) on sale of property and equipment
    375       (10 )     203  
      Allowance related to acquisition of business, net change
    (70 )     -       -  
      Stock based compensation
    2,727       2,112       1,600  
      Unrealized loss (gain) for change in fair value of interest rate swap
    (155 )     1,522       -  
      Deferred income taxes
    816       4,912       3,130  
      Changes in operating assets and liabilities:
                       
         Finance receivable originations
    (283,626 )     (252,879 )     (230,920 )
         Finance receivable collections
    169,902       149,357       129,232  
         Accrued interest on finance receivables
    (183 )     55       (139 )
         Inventory
    18,740       20,024       20,249  
         Prepaid expenses and other assets
    284       (628 )     (232 )
         Accounts payable and accrued liabilities
    3,402       1,214       3,690  
         Deferred payment protection plan revenue
    876       2,722       4,631  
         Income taxes payable
    (151 )     4,161       (1,390 )
         Excess tax benefit from share-based payments
    (134 )     (453 )     (77 )
               Net cash provided by operating activities
    8,117       14,318       3,115  
                         
Investing activities:
                       
   Purchase of property and equipment
    (6,465 )     (2,664 )     (2,559 )
   Proceeds from sale of property and equipment
    1,020       62       112  
   Proceeds from sale of finance receivables related to dealership closure
    -       -       343  
              Net cash used in investing activities
    (5,445 )     (2,602 )     (2,104 )
                         
Financing activities:
                       
   Exercise of stock options and warrants
    200       301       205  
   Excess tax benefits from stock based compensation
    134       453       77  
   Issuance of common stock
    110       164       117  
   Purchase of common stock
    (10,857 )     (1,181 )     (3,538 )
   Dividend payments
    (40 )     (40 )     (40 )
   Change in cash overdrafts
    (1,046 )     (900 )     2,556  
   Proceeds from notes payable
    -       15       -  
   Principal payments on notes payable
    (2,106 )     (836 )     (769 )
   Proceeds from revolving credit facilities
    122,462       90,015       78,405  
   Payments on revolving credit facilities
    (111,429 )     (99,692 )     (78,128 )
              Net cash used in financing activities
    (2,572 )     (11,701 )     (1,115 )
                         
Increase (decrease) in cash and cash equivalents
    100       15       (104 )
Cash and cash equivalents at:   Beginning of period
    168       153       257  
                         
End of period
  $ 268     $ 168     $ 153  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
37

 
Consolidated Statements of Changes in Equity
America’s Car-Mart, Inc.
(Dollars in thousands)
For the Years Ended April 30, 2010, 2009 and 2008
                                           
               
Additional
               
Non
       
   
Common Stock
   
Paid-In
   
Retained
   
Treasury
   
Controlling
   
Total
 
   
Shares
   
Amount
   
Capital
   
Earnings
   
Stock
   
Interest
   
Equity
 
                                           
Balance at April 30, 2007
    11,985,958     $ 120     $ 35,286     $ 90,274     $ (1,952 )   $ 100     $ 123,828  
                                                         
Issuance of common stock
    10,273       -       117       -       -       -       117  
Stock options/warrants exercised
    55,898       1       204       -       -       -       205  
Purchase of 292,691 treasury
    shares
    -       -       -       -       (3,538 )     -       (3,538 )
Tax benefit of options exercised
    -       -       77       -       -       -       77  
Stock based compensation
    39,499       -       1,600       -       -       -       1,600  
Dividends on subsidiary
    preferred stock
    -       -       -       (40 )     -       -       (40 )
Net income
    -       -       -       15,073       -       -       15,073  
                                                         
Balance at April 30, 2008
    12,091,628     $ 121     $ 37,284     $ 105,307     $ (5,490 )   $ 100     $ 137,322  
                                                         
Issuance of common stock
    11,517       -       164       -       -       -       164  
Stock options/warrants exercised
    85,821       1       300       -       -       -       301  
Purchase of 95,343 treasury
    shares
    -       -       -       -       (1,181 )     -       (1,181 )
Tax benefit of options exercised
    -       -       453       -       -       -       453  
Stock based compensation
    39,499       -       2,112       -       -       -       2,112  
Dividends on subsidiary
    preferred stock
    -       -       -       (40 )     -       -       (40 )
Net income
    -       -       -       17,946       -       -       17,946  
                                                         
Balance at April 30, 2009
    12,228,465     $ 122     $ 40,313     $ 123,213     $ (6,671 )   $ 100     $ 157,077  
                                                         
Issuance of common stock
    5,426       -       110       -       -       -       110  
Stock options/warrants exercised
    11,250       -       200       -       -       -       200  
Purchase of  431,846 treasury
    shares
    -       -       -       -       (10,857 )     -       (10,857 )
Tax benefit of options exercised
    -       -       134       -       -       -       134  
Stock based compensation
    23,666       1       2,726       -       -       -       2,727  
Dividends on subsidiary
    preferred stock
    -       -       -       (40 )     -       -