XNAS:CRMT America's Car-Mart Inc Annual Report 10-K Filing - 4/30/2012

Effective Date 4/30/2012

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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, 2012
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 x 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 31, 2011 was $287,688,868 (8,618,600 shares), based on the closing price of the registrant’s common stock of $33.38.
There were 9,321,346 shares of the registrant’s common stock outstanding as of June 14, 2012.
 
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement to be furnished to stockholders in connection with its 2012 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 contracts 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 rules and regulations that could be enacted by federal and state governments; and

 
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.

 
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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 “Integrated Auto Sales and Finance” 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, 2012, the Company operated 114 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 Integrated Auto Sales and Finance used car operation using the same business model that has been developed by Car-Mart over the last 30 years.  This business strategy focuses on:

Collecting Customer Accounts.  Collecting customer accounts is perhaps the single most important aspect of operating an Integrated Auto Sales and Finance 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 fiscal 2010 to a high of 22.0% in fiscal 2008 (average of 21.1%).  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 contracts it originates in accordance with established policies and procedures (pricing, proprietary credit scoring,  maximum contract 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 proprietary 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.   The Company has made significant infrastructure investments during the last five years in order to improve performance of existing dealerships and to grow its dealership count.  These improvements have resulted in favorable operating results in recent years and have allowed the Company to successfully grow dealership count. The Company ended fiscal 2012 with 114 locations, a net increase of eight locations over the prior year end and current plans are to add new dealerships at an approximate 10% annual rate into the future. These plans, of course, are subject to change based on both internal and external factors.

 
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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 $9,675 per unit in fiscal 2012.  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 28.1 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 contract 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 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.

 
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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, 2012, the Company’s debt to equity ratio was 0.42 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 nine states in which the Company currently operates and other contiguous states to satisfy anticipated dealership growth for the next several years. As previously discussed, the Company plans to add one dealership for every ten existing dealerships 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 for reporting purposes under the current accounting guidance.  The Company operates in the Integrated Auto Sales and Finance segment of the used car market.  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 contracts 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 contracts it originates.  Dealerships also maintain their own records and make daily deposits.  Dealership-level financial statements are prepared by the corporate office on a monthly basis.  Depending on the number of active customer accounts, a dealership may have as few as three or as many as 28 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.

 
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Dealership Locations and Facilities. Below is a summary of dealerships opened during the fiscal years ended April 30, 2012, 2011 and 2010:
 
   
Years Ended April 30,
 
   
2012
   
2011
   
2010
 
Dealerships at beginning of year
    106       97       93  
New dealerships opened/acquired
    8       9       5  
Dealerships closed
    -       -       (1 )
                         
    Dealerships at end of year
    114       106       97  
 
Below is a summary of dealership locations by state as of April 30, 2012, 2011 and 2010:
 
   
As of April 30,
 
Dealerships by State
 
2012
   
2011
   
2010
 
Arkansas
    37       37       36  
Oklahoma
    21       20       20  
Texas
    14       14       14  
Missouri
    14       13       12  
Kentucky
    10       9       8  
Alabama
    10       8       5  
Tennessee
    4       4       1  
Mississippi
    3       0       0  
Indiana
    1       1       1  
                         
    Total
    114       106       97  
 
Dealerships are typically located in smaller communities.  As of April 30, 2012, approximately 73% 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 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 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 six and 12 years of age with 90,000 to 140,000 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.

 
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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 9 to 10 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 amount owed on a contract 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 on 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 18 months to 36 months (average of 28.1 months), and annual interest charges ranging from 11% to 19% (weighted average of 14.8% at April 30, 2012). 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 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 contract, 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 proprietary 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; however, customers can also send their payments through the mail or make payments at certain retail outlets.  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.

 
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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 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 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 10% per year for a number of years.  Historically, mature dealerships typically experience annual sales growth, but at a lower percentage than new dealerships. Due to continual operational initiatives the Company is able to support higher sales levels as a result. Sales have increased over the most recent fiscal years by 13% in fiscal 2010, 11% in fiscal 2011 and 13% in fiscal 2012 primarily due to same dealership growth.

New dealerships are generally provided with approximately $1.5 million to $2 million in capital from the corporate office during the first 18 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 begin generating positive cash flow, 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.  Dealerships must be profitable in order to grow and typically new dealerships are profitable within the first year of opening.

 
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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 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 Integrated Auto Sales and Finance segment of the independent used car sales and finance market.  Integrated Auto Sales and Finance dealers sell and finance used cars to individuals with limited credit histories or past credit problems.  Integrated Auto Sales and Finance 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 Integrated Auto Sales and Finance 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 since the financial crisis in 2008 and the resulting recession. 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.

 
9

 
Competition

The used automotive retail industry is highly competitive and fragmented.  The Company competes principally with other independent Integrated Auto Sales and Finance 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.

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, during recent fiscal years, tax refund anticipation sales have begun 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.  However, a shift in the timing of actual tax refund dollars in the Company’s markets shifted sales and collections from the third to the fourth quarter in fiscal 2011 and fiscal 2012 and is expected to have a similar effect in future years. 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 laws such as truth-in-lending and equal credit opportunity laws and 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 laws enacted by the United States Congress to establish the Consumer Financial Protection Bureau (“Bureau”) with potentially broad regulatory powers over consumer credit products and services such as those offered by the Company. The provisions of this legislation are still in the implementation phase, and the Bureau has only recently begun exercising its rulemaking and enforcement authority. The Bureau’s powers include supervisory authority over certain providers of consumer financial products and services; the authority to adopt rules describing specified acts and practices as being “unfair,” “deceptive” or “abusive,” and hence unlawful; the authority to impose recordkeeping obligations; and the authority to enforce various federal laws related to consumer finance. Until the Bureau begins to propose rules and regulations that apply to consumer credit activities relevant to the products and services of the Company, it is not possible to accurately predict what effect the Bureau will have on the business or on the Company’s operations and financial performance.
 
 
10

 
The states in which the Company operates impose limits on interest rates the Company can charge on its installment contracts. These limits have generally been 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, 2012, the Company, including its consolidated subsidiaries, employed approximately 1,100 full time associates.  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.

Executive Officers of the Registrant

The following table provides information regarding the executive officers of the Company as of April 30, 2012:

Name
 
Age
 
Position with the Company
         
William H. Henderson
 
48
 
President, Chief Executive Officer  and Director
         
Eddie L. Hight
 
49
 
Chief Operating Officer
         
Jeffrey A. Williams
 
49
 
Chief Financial Officer, Vice President Finance,
Secretary and Director

William H. Henderson has served 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.

 
11

 
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. Mr. Williams has also served as a director of the Company since August 2011.  Mr. Williams is a Certified Public Accountant and prior to joining the Company, his experience included approximately seven years in public accounting with Arthur Andersen & Co. and Coopers and Lybrand LLC in Tulsa, Oklahoma and Dallas, Texas. His experience also includes approximately five years as 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.  The following is a discussion of risks that could materially and adversely affect the Company’s business, operating results, and financial condition.
 
The Company may have a higher risk of delinquency and default than traditional lenders because it finances its sales of used vehicles to credit-impaired borrowers.
 
Substantially all of the Company’s automobile contracts involve financing to individuals with impaired or limited credit histories, or higher debt-to-income ratios than permitted by traditional lenders.  Financing 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 financing made to borrowers with better credit.  Delinquency interrupts the flow of projected interest income and repayment of principal from a contract, and a default can ultimately lead to a loss if the net realizable value of the automobile securing the contract is insufficient to cover the principal and interest due on the contract or the 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 contracts.  Although the Company believes that its underwriting criteria and collection methods enable it to manage the higher risks inherent in financing 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 pay contracts and the insufficient realizable value of the collateral securing contracts.  The Company maintains an allowance for credit losses in an attempt to cover credit losses inherent in its contract 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 contract 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.
 
 
12

 
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 margin 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 from peak sales years and this has had and could continue to have a significant negative effect on the supply of vehicles available to the Company in future periods.  The March 2011 earthquake and tsunami in Japan also had a negative effect on new vehicle sales which could affect used vehicle availability in future years.
 
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 Integrated Auto Sales and Finance 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.

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 under the newly established federal Consumer Financial Protection Bureau, which has broad regulatory powers over consumer credit products and services such as those offered by the Company.  The provisions of this legislation are still in the implementation phase, and the Bureau has only recently begun exercising its rulemaking and enforcement authority. The Bureau’s powers include supervisory authority over certain providers of consumer financial products and services; the authority to adopt rules describing specified acts and practices as being “unfair,” “deceptive” or “abusive,” and hence unlawful; the authority to impose recordkeeping obligations; and the authority to enforce various federal laws related to consumer finance.

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.

 
13

 
Recent and future disruptions in domestic and 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.  Recent and future disruptions in domestic and 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 customers, its actual rate of delinquencies, repossessions and credit losses on contracts 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 of the most recent global economic conditions on consumer demand in our markets or on the Company’s costs.

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 nine 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 Alabama, Arkansas, Kentucky, Mississippi, Missouri, Oklahoma, Tennessee and Texas with approximately 43% 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 contracts 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 continuing operations, generally the Company increases its borrowings under its revolving credit facilities to provide the cash necessary to fund installment sales contracts.  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.
 
 
14

 
The capital and credit markets have remained somewhat constricted as a result of adverse economic conditions that have caused the failure and near failure of a number of large financial services companies in the past few years.  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 experience further disruptions 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 strategy is dependent upon the following factors:

·  
Availability of suitable dealership sites.  Our ability to open new dealerships is subject to the availability of suitable dealership sites in locations and on terms favorable to the Company.  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.  In addition, if a new dealership is unsuccessful and we are forced to close the dealership, we could incur additional costs if we are unable to dispose of the property in a timely manner or on terms favorable to the Company.  Any of these circumstances could have a material adverse effect on the Company’s expansion strategy and future operating results.

·  
Ability to attract and retain management for new dealerships.  The success of new dealerships is dependent upon the Company being able to hire and retain additional competent personnel.  The market for qualified employees in the industry and in the regions in which the Company operates is highly competitive.  If we are unable to hire and retain qualified and competent personnel to operate our new dealerships, these dealerships may not be profitable, which could have a material adverse effect on our future financial condition and operating results.

·  
Availability and cost of vehicles.  The cost and availability of sources of inventory could affect the Company’s ability to open new dealerships.  The overall new car sales volumes in the United States have decreased dramatically from peak sales years and this could potentially have a significant negative effect on the supply of vehicles at appropriate prices available to the Company in future periods.  This could make it difficult to supply appropriate levels of inventory for an increasing number of dealerships without significant additional costs, which could limit our future sales or reduce future profit margins if we are required to incur substantially higher costs to maintain appropriate inventory levels.

·  
Acceptable levels of credit losses at new dealerships.  Credit losses tend to be higher at new dealerships due to fewer repeat customers and less experienced associates.  Therefore, the opening of new dealerships tends to increase our overall credit losses.  In addition, our new dealerships may experience higher than anticipated credit losses, which may require us to incur additional costs to reduce future credit losses or to close the underperforming locations altogether.  Any of these circumstances could have a material adverse effect on our future financial condition and operating results.
 
 
15

 
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, during recent fiscal years, tax refund anticipation sales have begun 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.  However, a shift in the timing of actual tax refund dollars in the Company’s markets shifted sales and collections from the third to the fourth quarter in fiscal 2011 and 2012 and is expected to have a similar effect in future years. 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.

Item 2.  Properties

As of April 30, 2012, the Company leased approximately 79% of its facilities, including dealerships and the Company’s corporate offices.  These facilities are located principally in the states of Alabama, Arkansas, Kentucky, Mississippi, Missouri, Oklahoma, Tennessee and Texas.  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.  Mine Safety Disclosure

Not applicable.

 
16

 
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 2012
   
Fiscal 2011
 
   
High
   
Low
   
High
   
Low
 
                         
First quarter
  $ 37.50     $ 23.73     $ 27.20     $ 20.40  
Second quarter
    35.07       25.81       27.48       21.27  
Third quarter
    41.23       31.09       30.10       24.11  
Fourth quarter
    48.24       37.02       27.30       22.77  

As of June 14, 2012, there were approximately 913 shareholders of record.  This number excludes stockholders holding the Company’s common stock as “beneficial owners” under nominee security position listings.

We currently maintain two compensation plans, the Stock Incentive Plan and the 2007 Stock Option Plan, which provide for the issuance of stock-based compensation to directors, officers and other employees.  These plans have been approved by the stockholders.  The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plans as of April 30, 2012:

   
Number of securities
to be issued upon
exercise of
oustanding options,
warrants and rights
   
Weighted-average
exercise price of
outstanding options,
warrants and rights
   
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding shares
reflected in column (a))
 
Plan Category
 
(a)
   
(b)
   
(c)
 
                   
Equity compensation plans approved by the stockholders
    1,118,250     $ 20.46       619,527  
                         
Equity compensation plans not approved by the stockholders
    -       -       -  

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, 2007 and ending on April 30, 2012.  The graph assumes that the value of the investment in the Company’s common stock and each index was $100 on April 30, 2007.
 
 
17

 
 
The dollar value at April 30, 2012 of $100 invested in the Company’s common stock on April 30, 2007 was $358.35, compared to $138.94 for the Automobile Index described above and $122.43 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.

 
18

 
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 as amended and approved by the Board of Directors on November 17, 2011. 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, 2012 through February 29, 2012
    -     $ -       -       908,695  
March 1, 2012 through March 31, 2012
    130,549     $ 45.23       130,549       778,146  
April 1, 2012 through April 30, 2012 (2)
    79,879     $ 43.97       79,168       698,978  
              Total
    210,428     $ 44.75       209,717       698,978  
 
(1)  The above described stock repurchase program has no expiration date.
(2) 711 of the shares purchased during April 2012 were originally granted to employees as restricted stock pursuant to the Company’s Stock Incentive Plan.  Pursuant to the Stock Incentive Plan, these shares were surrendered by the employees in 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)
 
   
2012
   
2011
   
2010
   
2009
   
2008
 
                               
Revenues
  $ 430,177     $ 379,251     $ 338,930     $ 298,966     $ 274,631  
                                         
Net income attributable to common stockholders
  $ 32,947     $ 28,175     $ 26,799     $ 17,906     $ 15,033  
Diluted earnings per share from continuing operations
  $ 3.24     $ 2.54     $ 2.27     $ 1.52     $ 1.26  
 
 
April 30,
 
 
(In thousands, except per share amounts)
 
     
2012
      2011       2010       2009       2008  
                                         
Total assets
  $ 310,940     $ 276,409     $ 251,272     $ 219,624     $ 200,589  
Total debt
  $ 77,900     $ 47,539     $ 38,766     $ 29,839     $ 40,337  
Mandatorily redeemable preferred stock
  $ 400     $ 400     $ 400     $ 400     $ 400  
Total equity
  $ 184,473     $ 187,011     $ 176,190     $ 157,077     $ 137,322  
Shares outstanding
    9,378       10,497       11,338       11,729       11,688  

 
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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 “Integrated Auto Sales and Finance” 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, 2012, the Company operated 114 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 13%).  Growth results from same dealership revenue growth and the addition of new dealerships.  Revenue increased 13.4% for the fiscal year ending April 30, 2012 compared to fiscal 2011 primarily due to a 9.6% increase in retail units sold, a 3.4% increase in average retail sales price and a 15.9% 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 fiscal 2010 and 22.0% in fiscal 2008 (average of 21.1%). Credit losses in fiscal 2008 were 22% of sales as the Company continued to focus on 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 continued into fiscal 2010 as the provision for credit losses was 20.2 % of sales for the year ended April 30, 2010.  The Company experienced credit losses of 20.8% of sales for fiscal 2011 and 21.1% of sales for fiscal 2012.  In fiscal 2011 the higher credit losses primarily related to credit losses during the second fiscal quarter as the Company did experience some modest operational difficulties.  In fiscal 2012 the Company experienced slightly higher credit losses; however, the losses were within the range of credit losses that the Company targets annually.  Credit results have been acceptable and have been consistent over the past several years, and the overall quality of the portfolio at April 30, 2012 was good based on performance factors underlying the outstanding loan pools. As a result, management reduced the allowance for credit losses at April 30, 2012 to 21.5% from 22.0% at April 30, 2011.

The Company continues to make improvements its business practices, including better underwriting and better collection procedures. These improvements in business practices have led to consistent 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 contracts on the front end. Corporate office personnel monitor proprietary 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 compared to historical levels, which is having a positive effect on results. The Company believes that the proper execution of its business practices is the single most important determinant of credit loss experience.

 
20

 
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 tends 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 2012 was 42.3%. 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 repossessed vehicles sold at or near cost, can have a significant effect on overall gross margins.  The negative effect from wholesale sales was higher 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 gross margin percentage in fiscal 2011 and fiscal 2012 was negatively affected by higher wholesale sales, increased average retail selling price, higher inventory repair costs and lower margins on the payment protection plan and service contract products. The Company expects that its gross margin percentage will not change significantly in the near term from the current level (42% 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 2013 and beyond.

 
21

 
Consolidated Operations
(Operating Statement Dollars in Thousands)
                     
% Change
                   
                     
2012
   
2011
                   
 
Years Ended April 30,
   
vs.
   
vs.
   
As a % of Sales
 
   
2012
   
2011
   
2010
   
2011
   
2010
   
2012
   
2011
   
2010
 
Operating Statement:
                                               
Revenues:
                                               
  Sales
  $ 386,857     $ 341,859     $ 308,756       13.2 %     10.7 %     100.0 %     100.0 %     100.0 %
  Interest and other income
    43,320       37,392       30,174       15.9       23.9       11.2       10.9       9.8  
      Total
    430,177       379,251       338,930       13.4       11.9       111.2       110.9       109.8  
                                                                 
Costs and expenses:
                                                               
  Cost of sales, excluding depreciation shown below
    223,392       195,985       173,106       14.0 %     13.2 %     57.7       57.3       56.1  
  Selling, general and administrative
    67,663       62,141       57,207       8.9       8.6       17.5       18.2       18.5  
  Provision for credit losses
    81,638       70,964       62,277       15.0       13.9       21.1       20.8       20.2  
  Loss on prepayment of debt
    -       507       -       -       -       -       0.1       -  
  Interest expense
    2,285       2,625       2,319       (13.0 )     13.2       0.6       0.8       0.8  
  Depreciation and amortization
    2,329       1,928       1,694       20.8       13.8       0.6       0.6       0.5  
  Loss on disposal of property and equipment
    91       55       375       65.5       (85.3 )     -       -       0.1  
      Total
    377,398       334,205       296,978       12.9       12.5       97.5       97.8       96.2  
                                                                 
      Income before Taxes
  $ 52,779     $ 45,046     $ 41,952       17.2       7.4       13.6 %     13.2 %     13.6 %
                                                                 
Operating Data:
                                                               
  Retail units sold
    37,722       34,424       32,196       9.6 %     6.9 %                        
  Average dealerships in operation
    110       101       95       8.9       6.3                          
  Average units sold per dealership
    343       341       339       0.6       0.6                          
  Average retail sales price
  $ 9,675     $ 9,361     $ 9,137       3.4       2.5                          
                                                                 
  Same store revenue growth
    7.5 %     7.3 %     11.2 %                                        
  Receivables average yield
    14.2 %     13.6 %     12.0 %                                        

2012 Compared to 2011

Total revenues increased $50.9 million, or 13.4%, in fiscal 2012, as compared to revenue growth of 11.9% in fiscal 2011, principally as a result of (i) revenue growth from dealerships that operated a full 12 months in both periods ($27.8 million), (ii) revenue growth from dealerships opened during fiscal 2011 or dealerships that opened or closed a satellite location during fiscal 2011 ($15.3 million), and (iii) revenues from dealerships opened during fiscal 2012 ($7.8 million).  The increase in revenue for fiscal 2012 is attributable to (i) a 9.6% increase in retail unit volumes together with a 3.4% increase in the average unit sales price, (ii) a 15.9% increase in interest and other income and, (iii) a $2.3 million increase in wholesale sales.

Cost of sales, as a percentage of sales, increased to 57.7% in fiscal 2012 from 57.3% in fiscal 2011. The Company’s cost of sales as a percentage of sales was negatively affected by increased average selling price, higher inventory repair costs and a lower margin for the payment protection plan and service contract products.  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 contract 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 new car sales during the last few years, which results in higher purchase costs for the Company.

 
22

 
Selling, general and administrative expenses, as a percentage of sales, decreased 0.7% to 17.5% in fiscal 2012 from 18.2% in fiscal 2011.  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 $5.5 million from fiscal 2011, which consisted primarily of increased payroll costs and other incremental costs related to new lot openings.  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.

Provision for credit losses, as a percentage of sales, increased 0.3% to 21.1% in fiscal 2012 from 20.8% in fiscal 2011 (excluding the effect of the reduction in the allowance credit losses were 21.5% of sales in fiscal 2012).   The Company continues to push for improvements and better execution of its collection practices. However, the extended negative macro-economic issues continue to put pressure on our customers and the resulting collections of our finance receivables.  Despite the increase in credit losses in fiscal 2012 compared to the prior fiscal year, the credit losses for fiscal 2012 were in line with historical experience and within an acceptable range.  The Company continues to take steps to improve dealership level execution regarding collections.  Additionally, the Company continues to increase its investment in the corporate infrastructure within the collection area which is expected to continue 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 determinant of credit loss experience.

Interest expense as a percentage of sales decreased to 0.6% for fiscal 2012 compared to 0.8% for fiscal 2011.  Higher average borrowings during the fiscal year 2012 ($93.6 million compared to $48.4 million in the prior year) were partially offset by lower interest rates on the Company’s variable rate debt.

2011 Compared to 2010

Total revenues increased $40.3 million, or 11.9%, in fiscal 2011, as compared to revenue growth of 13.4% in fiscal 2010, principally as a result of (i) revenue growth from dealerships that operated a full 12 months in both periods ($24.2 million), (ii) revenue growth from dealerships opened during fiscal 2010 or dealerships that opened or closed a satellite location during fiscal 2010 ($6.6 million), and (iii) revenues from dealerships opened during fiscal 2011 ($9.5 million).  The increase in revenue for fiscal 2011 is attributable to (i) a 6.9% increase in retail unit volumes together with a 2.5% increase in the average unit sales price, (ii) a 23.9% increase in interest and other income and, (iii) a $5.0 million increase in wholesale sales.

Cost of sales, as a percentage of sales, increased to 57.3% in fiscal 2011 from 56.1% in fiscal 2010. The Company’s cost of sales as a percentage of sales was negatively affected by a higher percentage of wholesale sales, increased average selling price, higher inventory repair costs and a lower margin for the payment protection plan product primarily related to increased claims due to severe weather in a few of our service areas.  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 contract 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 expenses, as a percentage of sales, decreased 0.3% to 18.2% in fiscal 2011 from 18.5% in fiscal 2010.  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 $4.9 million from fiscal 2010, which consisted primarily of increased payroll costs and other incremental costs related to new lot openings.  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.

 
23

 
Provision for credit losses, as a percentage of sales, increased 0.6% to 20.8% in fiscal 2011 from 20.2% in fiscal 2010.   The Company continued to push for improvements and better execution of its collection practices, which were offset by negative macro-economic issues that were prevalent during most of fiscal 2010 and fiscal 2011.  The slight increase for the fiscal 2011 related primarily to higher credit losses during the second fiscal quarter as the Company experienced some operational difficulties, specifically as related to working individually with its customers concerning collection issues.  The Company continued to take steps to improve dealership level execution regarding collections.  Additionally, the Company continued to increase its investment in the corporate infrastructure within the collection area which was expected 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 determinant of credit loss experience.

The Company incurred a yield maintenance fee of $507,000 associated with the early payoff of the term loan.  This amount is reflected in the fiscal 2011 operating results in loss on prepayment of debt.

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 remained constant at 0.8% for fiscal 2011 and fiscal 2010.  Higher average borrowings during the fiscal year 2011 ($48.4 million compared to $33.0 million in the prior year) were partially offset by lower interest rates on the Company’s variable rate debt.

The Company had an interest rate swap agreement (the “Agreement”) which was 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.  The Company terminated the interest rate swap agreement in April 2011 for $1.3 million due to unfavorable interest rate movements.
 
The net income for the Agreement reported in earnings as interest income was $72,000 for fiscal 2011 compared to net income of $155,000 for fiscal 2010.  The interest on the credit facilities, the net settlements under the interest rate swap, the changes in the fair value of the Agreement, and the termination payment are all reflected as interest expense in the Company’s Consolidated Statement of Operations.


 
24

 
Financial Condition

The following table sets forth the major balance sheet accounts of the Company at April 30, 2012, 2011 and 2010 (in thousands):

   
April 30,
 
   
2012
   
2011
   
2010
 
Assets:
                 
    Finance receivables, net
  $ 251,103     $ 222,305     $ 205,423  
    Inventory
    27,242       23,595       20,367  
    Property and equipment, net
    27,547       25,532       22,722  
                         
Liabilities:
                       
    Accounts payable and accrued liabilities
    20,701       19,091       18,471  
    Deferred payment protection plan revenue
    10,745       8,963       8,229  
    Deferred tax liabilities, net
    16,721       13,405       9,193  
    Revolving credit facilities & notes payable
    77,900       47,539       38,766  

Historically, finance receivables tended to grow slightly faster than revenue growth.  This was historically 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 average term for installment sales contracts at April 30, 2012 was 28.1 months compared to 27.3 months at April 30, 2011 and collections were relatively constant between fiscal years.  Charge-offs were slightly higher during fiscal 2011 and fiscal 2012 contributing to the growth in receivables being less than revenue growth.  Revenue growth results from same store revenue growth and the addition of new dealerships.  With the Company benefiting from expected stronger collections on an annual basis, it is anticipated going forward that growth in finance receivables will approximate overall revenue growth on an annual basis.

   
Years Ended April 30,
 
   
2012
   
2011
   
2010
 
                   
Growth in finance receivable, net of deferred payment protection plan revenue
    11.9 %     8.2 %     12.9 %
Revenue growth
    13.4 %     11.9 %     13.4 %

In fiscal 2012, inventory increased 15.5% ($3.6 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 $2.0 million in fiscal 2012 as compared to fiscal 2011 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 $1.6 million at April 30, 2012 as compared to April 30, 2011 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 $1.8 million in fiscal 2012 over fiscal 2011, primarily resulting from the increased sales of the payment protection plan product.
 
 
25

 
Deferred tax liabilities, net increased $3.3 million at April 30, 2012 as compared to April 30, 2011 primarily due to increased finance receivables and increased book/tax difference on fixed assets due to bonus depreciation, partially offset by deferred tax assets related to the increased accrued liabilities and increased share based compensation.

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 2012 the Company had a $30.4 million net increase in total debt to help finance receivables growth of $34.5 million, capital expenditures of $4.5 million and common stock repurchases of $39.4 million.

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,
 
   
2012
   
2011
   
2010
 
Operating activities:
                 
    Net income
  $ 32,987     $ 28,215     $ 26,839  
    Provision for credit losses
    81,638       70,964       62,277  
    Losses on claims for payment protection plan
    6,053       4,927       4,504  
    Depreciation and amortization
    2,329       1,928       1,694  
    Amortization of debt issuance costs
     182        88        -  
    Stock based compensation
    2,172       2,885       2,727  
    Unrealized gain for change in fair value of interest rate swap
    -       (72 )     (155 )
    Deferred income taxes
    3,316       4,212       816  
    Finance receivable originations
    (354,328 )     (311,249 )     (283,626 )
    Finance receivable collections
    200,697       188,840       169,902  
    Accrued interest on finance receivables
    (295 )     (172 )     (183 )
    Inventory
    33,495       26,408       18,740  
    Accounts payable and accrued liabilities
    1,482       1,302       3,402  
    Deferred payment protection plan revenue
    1,782       734       876  
    Income taxes, net
    (3 )     (1,248 )     (151 )
    Other
    189       (898 )     455  
          Total
    11,696       16,864       8,117  
                         
Investing activities:
                       
    Purchase of property and equipment
    (4,452 )     (4,801 )     (6,465 )
    Proceeds from sale of property and equipment
     17        8        1,020  
        Total
    (4,435 )     (4,793 )     (5,445 )
                         
Financing activities:
                       
    Debt facilities, net
    30,361       8,773       8,927  
    Change in cash overdrafts
    128       (610 )     (1,046 )
    Purchase of common stock
    (39,367 )     (20,347 )     (10,857 )
    Dividend payments
    (40 )     (40 )     (40 )
    Exercise of stock options and warrants, including tax benefits and issuance of common stock
     1,710        108        444  
        Total
    (7,208 )     (12,116 )     (2,572 )
                         
        Increase (decrease) in Cash
  $ 53     $ (45 )   $ 100  
 
 
26

 
The primary drivers of operating profits and cash flows include (i) top line sales (ii) interest rates on finance receivables, (iii) gross margin 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 2012 compared to fiscal 2011 were positively impacted by (i) higher sales volumes and increased interest income, (ii) inventory acquired in both repossessions and payment protections plan claims, (iii) an increase in the change of accounts payable and accrued liabilities, offset by the net effect of other components of the change in finance receivables including originations and collections.  Finance receivables, net, increased by $28.9 million during fiscal 2012.

Cash flows from operations in fiscal 2011 compared to fiscal 2010 were positively impacted by (i) higher sales volumes and increased interest income, (ii) a positive impact from current and deferred income taxes, (iii) inventory acquired in both repossessions and payment protections plan claims, offset by the net effect of other components of the change in finance receivables including originations and collections, as well as a decrease in the change of accounts payable and accrued liabilities.   Finance receivables, net, increased by $16.9 million during fiscal 2011.
 
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, leads 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 margin percentage and contract 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 continuing increases in vehicle purchase costs on a going-forward basis. The Company has experienced recent increases in average vehicle purchase costs which can be attributed to the continuing tight supply of vehicles. Management also expects the availability of consumer credit within the automotive industry to continue to be constricted 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 42% range in the near term and overall contract terms increasing somewhat mitigated to an extent by software and operational changes which have recently been made in an effort to keep terms as short as possible.  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 potentially 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.

 
27

 
The Company has generally leased the majority of the properties where its dealerships are located.  As of April 30, 2012, the Company leased approximately 79% of its dealership properties.  The Company expects to continue to lease the majority of the properties where its dealerships are located.

The Company’s revolving credit facilities generally limit distributions by the Company to its shareholders in order to repurchase the Company’s common stock.  The distribution limitations under the Agreement allow the Company to repurchase the Company’s stock so long as: either (a) the aggregate amount of such repurchases does not exceed $40 million and the sum of borrowing bases combined minus the principal balances of all revolver loans after giving effect to such repurchases is equal to or greater than 25% of the sum of the borrowing bases, or (b) the aggregate amount of such repurchases does not exceed 75% of the consolidated net income of the Company measured on a trailing twelve month basis; provided that immediately before and after giving effect to the stock repurchases, at least 12.5% of the aggregate funds committed under the credit facilities remain available.   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 lenders.

At April 30, 2012, the Company had $276,000 of cash on hand and an additional $47 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 March 2015 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, 2012, including renewal periods under operating leases that are reasonably assured (in thousands):
 
   
Payments Due by Period
 
         
Less Than
               
More Than
 
   
Total
   
1 Year
   
1-3 Years
   
3-5 Years
   
5 Years
 
                               
Revolving lines of credit
  $ 77,900     $ -     $ 77,900     $ -     $ -  
Operating leases
    36,926       4,214       8,159       7,830       16,723  
                                         
     Total
  $ 114,826     $ 4,214     $ 86,059     $ 7,830     $ 16,723  
 
The above excludes estimated interest payments on the Company’s revolving line of credit.  The $36.9 million of operating lease commitments includes $7.8 million of non-cancelable lease commitments under the primary lease terms, and $29.1 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 79% 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, 2012, 2011 and 2010, rent expense for all operating leases amounted to approximately $4.2 million, $3.7 million and $3.5 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 230 basis points.  The actual interpretation of the Regulations is in part a facts and circumstances matter.  The Company believes it satisfies the material provisions of the 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 the timing of required tax payments.

 In fiscal 2010, the Internal Revenue Service (“IRS”) completed the 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 are subject to the acceleration of advance payments provision of the IRC 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, but affects the timing of required tax payments.

By letter dated April 2, 2010, the IRS delivered to the Company a revenue agent’s report, 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 had a preliminary conference with the Appeals Office and the matter continues to be under review and discussion.  The Company does not have a reserve for this issue and believes none is necessary as the issue is timing in nature and 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.

The IRS is currently auditing the 2009 and 2010 federal income tax returns for the Company.

 
29

 
The Company’s policy is to recognize accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accrued penalties and/or interest as of April 30, 2012.

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, 2012, the weighted average total contract term was 28.1 months with 20.3 months remaining. The reserve amount in the allowance for credit losses at April 30, 2012, $65.8 million, was 21.5% of the principal balance in Finance receivables of $316.9 million, less unearned payment protection plan revenue of $10.7 million. Based on the analysis discussed below and strong and consistent credit results the past several years, management reduced the allowance for credit losses at April 30, 2012 to 21.5% from 22.0% at April 30, 2011.  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 contract 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 contract 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 10.7 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 $3.2 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.

Fair Value Measurement   In May 2011, the FASB issued an update to for fair value measurements and amendments to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. The amendments generally represent clarification of Topic 820, but also include instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRS. This update will be effective prospectively for interim and annual periods beginning after December 15, 2011.  The Company does not expect this update to have a material effect on the Company’s financial position, results of operations or financial statement disclosures.

Goodwill.  In September 2011, the FASB adopted an update regarding testing goodwill and other intangibles for impairment.  The update permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test.  This update will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  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 margin 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 contract 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 in the past 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 base rate of interest.  The Company had total indebtedness of $77.9 million outstanding at April 30, 2012. The impact of a 1% increase in interest rates on this amount of debt would result in increased annual interest expense of approximately $779,000 and a corresponding decrease in net income before income tax.
 
 
31

 
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 11% to 19%, while its revolving credit facilities 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 plus 5%.  Typically, the Company had charged interest on its Arkansas contracts at or near the maximum rate allowed by law.  Thus, while the interest rates charged on the Company’s contracts do not fluctuate once established, new contracts 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 contracts 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 was a provision that allowed the Company to charge up to 17% on sales financed to customers in Arkansas, which expired via a sunset clause on December 31, 2010.  On November 2, 2010, voters in Arkansas approved a state constitutional amendment to allow up to 17% interest for non-bank loans and contracts in the state effectively making the Federal legislation permanent.  Subsequently, an appeal challenging the constitutionality of the amendment was filed with the Arkansas Supreme Court.  In June 2011, the Arkansas Supreme Court upheld the amendment.  In mid-July 2011, the Company began charging a fixed 15% interest rate on new contracts for all dealerships in all states in which the Company operates.  At April 30, 2012, approximately 44% of the Company’s finance receivables were originated in Arkansas.
 
 
32

 
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, 2012 and 2011

Consolidated Statements of Operations for the years ended April 30, 2012, 2011 and 2010

Consolidated Statements of Cash Flows for the years ended April 30, 2012, 2011 and 2010

Consolidated Statements of Equity for the years ended April 30, 2012, 2011 and 2010

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 (the “Company”) as of April 30, 2012 and 2011, and the related consolidated statements of operations, cash flows, and equity for each of the three years in the period ended April 30, 2012. 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, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended April 30, 2012, 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), the Company’s internal control over financial reporting as of April 30, 2012, 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 14, 2012 expressed an unqualified opinion.

 /s/ GRANT THORNTON LLP


Tulsa, Oklahoma
June 14, 2012
 
 
34

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

   
April 30, 2012
   
April 30, 2011
 
Assets:
           
Cash and cash equivalents
  $ 276     $ 223  
Accrued interest on finance receivables
    1,428       1,133  
Finance receivables, net
    251,103       222,305  
Inventory
    27,242       23,595  
Prepaid expenses and other assets
    1,545       2,046  
Income taxes receivable, net
    1,444       1,220  
Goodwill
    355       355  
Property and equipment, net
    27,547       25,532  
                 
Total Assets
  $ 310,940     $ 276,409  
                 
                 
                 
Liabilities, mezzanine equity and equity:
               
Liabilities:
               
Accounts payable
  $ 7,352     $ 7,742  
Deferred payment protection plan revenue
    10,745       8,963  
Accrued liabilities
    13,349       11,349  
Deferred tax liabilities, net
    16,721       13,405  
Revolving credit facilities
    77,900       47,539  
Total liabilities
    126,067       88,998  
                 
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; 12,371,167 and 12,276,658 issued at April 30, 2012 and 2011, respectively, of which 9,378,346 and 10,496,628 were outstanding at April 30, 2012 and 2011, respectively
    124       123  
Additional paid-in capital
    50,357       46,476  
Retained earnings
    211,134       178,187  
Less:  Treasury stock, at cost, 2,992,821 shares (1,780,030 at April 30, 2011)
    (77,242 )     (37,875 )
Total stockholders' equity
    184,373       186,911  
Non-controlling interest
    100       100  
Total equity
    184,473       187,011  
                 
Total Liabilities, mezzanine equity and equity
  $ 310,940     $ 276,409  
 
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,
 
   
2012
   
2011
   
2010
 
Revenues:
                 
Sales
  $ 386,857     $ 341,859     $ 308,756  
Interest and other income
    43,320       37,392       30,174  
                         
Total revenues
    430,177       379,251       338,930  
                         
Costs and expenses:
                       
Cost of sales, excluding depreciation shown below
    223,392       195,985       173,106  
Selling, general and administrative
    67,663       62,141       57,207  
Provision for credit losses
    81,638       70,964       62,277  
Loss on prepayment of debt
    -       507       -  
Interest expense
    2,285       2,625       2,319  
Depreciation and amortization
    2,329       1,928       1,694  
Loss on disposal of property and equipment
    91       55       375  
                         
Total costs and expenses
    377,398       334,205       296,978  
                         
Income before taxes
    52,779       45,046       41,952  
                         
Provision for income taxes
    19,792       16,831       15,113  
                         
Net income
  $ 32,987     $ 28,215     $ 26,839  
                         
Less:  Dividends on mandatorily redeemable preferred stock
    40       40       40  
                         
Net income attributable to common stockholders
  $ 32,947     $ 28,175     $ 26,799  
                         
Earnings per share:
                       
Basic
  $ 3.36     $ 2.59     $ 2.29  
Diluted
  $ 3.24     $ 2.54     $ 2.27  
                         
Weighted average number of shares outstanding:
                       
Basic
    9,793,616       10,861,403       11,681,880  
Diluted
    10,156,355       11,088,243       11,815,629  

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,
 
Operating activities:
 
2012
   
2011
   
2010
 
Net income
  $ 32,987     $ 28,215     $ 26,839  
Adjustments to reconcile net income from operations to net cash provided by operating activities:
                       
Provision for credit losses
    81,638       70,964       62,277  
Losses on claims for payment protection plan
    6,053       4,927       4,504  
Depreciation and amortization
    2,329       1,928       1,694  
Amortization of debt issuance costs
    182       88       -  
Loss on sale of property and equipment
    91       55       375  
Allowance related to acquisition of business, net change
    -       -       (70 )
Stock based compensation
    2,172       2,885       2,727  
Unrealized gain for change in fair value of interest rate swap
    -       (72 )     (155 )
Deferred income taxes
    3,316       4,212       816  
Change in operating assets and liabilities:
                       
Finance receivable originations
    (354,328 )     (311,249 )     (283,626 )
Finance receivable collections
    200,697       188,840       169,902  
Accrued interest on finance receivables
    (295 )     (172 )     (183 )
Inventory
    33,495       26,408       18,740  
Prepaid expenses and other assets
    319       (958 )     284  
Accounts payable and accrued liabilities
    1,482       1,302       3,402  
Deferred payment protection plan revenue
    1,782       734       876  
Income taxes, net
    (3 )     (1,248 )     (151 )
Excess tax benefit from share-based payments
    (221 )     5       (134 )
Net cash provided by operating activities
    11,696       16,864       8,117  
                         
Investing Activities:
                       
Purchase of property and equipment
    (4,452 )     (4,801 )     (6,465 )
Proceeds from sale of property and equipment
    17       8       1,020  
Net cash used in investing activities
    (4,435 )     (4,793 )     (5,445 )
                         
Financing Activities:
                       
Exercise of stock options and warrants
    1,371       -       200  
Excess tax benefits from stock based compensation
    221       5       134  
Issuance of common stock
    118       103       110  
Purchase of common stock
    (39,367 )     (20,347 )     (10,857 )
Dividend payments
    (40 )     (40 )     (40 )
Debt issuance costs
    (306 )     (530 )     -  
Change in cash overdrafts
    128       (610 )     (1,046 )
Principal payments on note payable
    -       (6,822 )     (2,106 )
Proceeds from revolving credit facilities
    324,853       149,967       122,462  
Payments on revolving credit facilities
    (294,186 )     (133,842 )     (111,429 )
Net cash used in financing activities
    (7,208 )     (12,116 )     (2,572 )
                         
Increase (decrease) in cash and cash equivalents
    53       (45 )     100  
Cash and cash equivalents, beginning of period
    223       268       168  
                         
Cash and cash equivalents, end of period
  $ 276     $ 223     $ 268  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
37

 
Consolidated Statements of Equity
America’s Car-Mart, Inc.
(Dollars in thousands)
For the Years Ended April 30, 2012, 2011 and 2010

               
Additional
               
Non
       
   
Common Stock
         
Paid-In
   
Retained
   
Treasury
   
Controlling
   
Total
 
   
Shares
   
Amount
   
Capital
   
Earnings
   
Stock
   
Interest
   
Equity
 
                                           
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 )     -       -       (40 )
Net income
    -       -       -       26,839       -       -       26,839  
                                                         
Balance at April 30, 2010
    12,268,807     $ 123     $ 43,483     $ 150,012     $ (17,528 )   $ 100     $ 176,190  
                                                         
Issuance of common stock
    4,851       -       103       -       -       -       103  
Purchase of  848,900 treasury shares
    -       -       -       -       (20,347 )     -       (20,347 )
Tax benefit of restricted stock vested
    -       -       5       -       -       -       5  
Stock based compensation
    3,000       -       2,885       -       -       -       2,885  
Dividends on subsidiary preferred stock
    -       -       -       (40 )     -       -       (40 )
Net income
    -       -       -       28,215       -       -       28,215  
                                                         
Balance at April 30, 2011
    12,276,658     $ 123     $ 46,476     $ 178,187     $ (37,875 )   $ 100     $ 187,011  
                                                         
Issuance of common stock
    3,862       -       118       -       -       -       118  
Stock options exercised
    88,647       1       1,370                               1,371  
Purchase of 1,212,791 treasury shares
    -       -       -       -       (39,367 )     -       (39,367 )