UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended JanuaryJuly 31, 2020

 

Or

 

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

For the transition period from ________ to ________

 

Commission file number: 0-14939

 

AMERICA’S CAR-MART, INC.

(Exact name of registrant as specified in its charter)

 

Texas63-0851141
(State or other jurisdiction of incorporation or organization) 63-0851141
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

 

802 Southeast Plaza Ave.1805 North 2nd Street, Suite 200, Bentonville,401, Rogers, Arkansas 7271272756

(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

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

CRMT

NASDAQ Global Select Market

 

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 ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐Accelerated filer ☒ 
Non-accelerated filerSmaller reporting companySmaller reportingEmerging growth company ☐Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

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

 

 Outstanding at
Title of Each Class

March 10,

August 28, 2020

Common stock, par value $.01 per share6,614,1106,842,072

 

1

 

Part I.I. FINANCIAL INFORMATION

 

Item 1. Financial StatementsAmerica’s Car-Mart, Inc.

 

Condensed Consolidated Balance Sheets

(Unaudited)

(Dollars in thousands except share and per share amounts)

 

 January 31, 2020 April 30, 2019 

July 31, 2020

  

April 30, 2020

 
Assets:             
Cash and cash equivalents $2,083  $1,752  $50,618  $59,560 
Accrued interest on finance receivables  2,603   2,348  2,671  3,098 
Finance receivables, net  467,255   415,486  482,528  466,141 
Inventory  54,026   37,483  56,220  36,414 
Prepaid expenses and other assets  4,720   4,634  4,956  4,441 
Income taxes receivable, net  783   1,947 
Right-of-use asset  37,248   -  63,125  60,713 
Goodwill  355   355  6,817  6,817 
Property and equipment, net  28,820   28,537   32,053   30,140 
Total Assets $597,893  $492,542  $698,988  $667,324 
         
Liabilities, mezzanine equity and equity:             
Liabilities:             
Accounts payable $16,330  $13,659  $16,794  $13,117 

Income tax payable, net

 4,761  3,841 
Deferred payment protection plan revenue  23,566   21,367  24,878  24,480 
Deferred service contract revenue  11,392   10,592  11,637  11,641 
Accrued liabilities  15,061   18,837  20,995  19,729 
Deferred income tax liabilities, net  15,827   14,259  14,071  12,979 
Lease liability  39,247   -  65,320  62,810 
Debt facilities  184,300   152,918   214,283   215,568 
Total liabilities  305,723   231,632   372,739   364,165 
         
Commitments and contingencies (Note J)                 
         
Mezzanine equity:             
Mandatorily redeemable preferred stock  400   400   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; 13,466,707 and 13,376,030 issued at January 31, 2020 and April 30, 2019, respectively, of which 6,610,116 and 6,699,421 were outstanding at January 31, 2020 and April 30, 2019, respectively  135   134 
 

Preferred stock, par value $.01 per share, 1,000,000 shares authorized; none issued or outstanding

 0  0 

Common stock, par value $.01 per share, 50,000,000 shares authorized; 13,501,408 and 13,478,733 issued at July 31, 2020 and April 30, 2020, respectively, of which 6,641,994 and 6,619,319 were outstanding at July 31, 2020 and April 30, 2020, respectively

 135  135 
Additional paid-in capital  86,633   81,605  92,095  88,559 
Retained earnings  451,627   409,573  480,430  460,876 
Less: Treasury stock, at cost, 6,856,591 and 6,676,609 shares at January 31, 2020 and April 30, 2019, respectively  (246,725)  (230,902)

Less: Treasury stock, at cost, 6,859,414 and 6,859,414 shares at July 31, 2020 and April 30, 2020, respectively

  (246,911)  (246,911)
Total stockholders' equity  291,670   260,410  325,749  302,659 
Non-controlling interest  100   100   100   100 
Total equity  291,770   260,510   325,849   302,759 
         
Total Liabilities, Mezzanine Equity and Equity $597,893  $492,542  $698,988  $667,324 

 

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

 

2

 

Condensed Consolidated Statements of OperationsAmerica’s Car-Mart, Inc.

(Unaudited)

(Dollars in thousands except share and per share amounts)

 

 Three Months Ended
January 31,
 Nine Months Ended
January 31,
 

Three Months Ended
July 31,

 
 2020 2019 2020 2019 

2020

  

2019

 
Revenues:                     
Sales $163,253  $139,803  $481,070  $430,315  $162,799  $150,074 
Interest and other income  23,481   21,251   67,852   61,925   25,112   21,804 
                 
Total revenue  186,734   161,054   548,922   492,240   187,911   171,878 
                 
Costs and expenses:                     
Cost of sales  97,504   81,740   286,215   251,274  94,874  88,885 
Selling, general and administrative  30,331   26,488   87,298   79,068  28,757  28,671 
Provision for credit losses  40,233   35,555   112,885   111,619  36,084  31,475 
Interest expense  2,024   2,110   6,109   5,895  1,719  2,004 
Depreciation and amortization  975   985   2,913   2,949  938  967 
Loss (gain) on disposal of property and equipment  -   (100)  39   (88)

Loss on disposal of property and equipment

  0   37 
Total costs and expenses  171,067   146,778   495,459   450,717   162,372   152,039 
                 
Income before taxes  15,667   14,276   53,463   41,523  25,539  19,839 
                 
Provision for income taxes  2,981   3,381   11,379   8,464   5,975   4,328 
                 
Net income $12,686  $10,895  $42,084  $33,059  $19,564  $15,511 
                 
Less: Dividends on mandatorily redeemable preferred stock  (10)  (10)  (30)  (30)  (10)  (10)
                 
Net income attributable to common stockholders $12,676  $10,885  $42,054  $33,029  $19,554  $15,501 
                 
Earnings per share:                     
Basic $1.92  $1.61  $6.34  $4.82  $2.95  $2.32 
Diluted $1.83  $1.55  $6.03  $4.66  $2.83  $2.21 
                 
Weighted average number of shares used in calculation:                 
Basic  6,597,643   6,751,026   6,634,496   6,846,707  6,632,445  6,684,282 
Diluted  6,940,124   7,003,389   6,969,848   7,087,430  6,915,596  7,016,752 

 

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

 

3

 

Condensed ConsolidatedConsolidated Statements of Cash FlowsAmerica’s Car-Mart, Inc.

(Unaudited)

(In thousands)

 

 Nine Months Ended
January 31,
 

Three Months Ended
July 31,

 
Operating Activities: 2020 2019 

2020

  

2019

 
Net income $42,084  $33,059  $19,564  $15,511 
Adjustments to reconcile net income to net cash used in operating activities:             
Provision for credit losses  112,885   111,619  36,084  31,475 
Losses on claims for payment protection plan  13,141   12,148  3,939  4,230 
Depreciation and amortization  2,913   2,949  938  967 
Amortization of debt issuance costs  191   198  80  54 
Loss (gain) on disposal of property and equipment  39   (88)

Loss on disposal of property and equipment

 0  37 
Stock based compensation  3,150   2,270  2,320  1,620 
Deferred income taxes  1,568   1,609  1,092  873 
Excess tax benefit from share based compensation  1,338   1,527  91  276 
Change in operating assets and liabilities:             
Finance receivable originations  (446,093)  (399,089) (148,879) (137,855)
Finance receivable collections  229,973   206,620  82,134  74,355 
Accrued interest on finance receivables  (255)  (267) 427  (240)
Inventory  21,782   32,194  (9,471) 4,503 
Prepaid expenses and other assets  (86)  (318) (515) (210)
Accounts payable and accrued liabilities  1,116   1,320  3,575  (1,387)
Deferred payment protection plan revenue  2,199   925  398  464 
Deferred service contract revenue  800   (108) (4) 135 
Income taxes, net  (174)  (1,723)  829   3,100 
Net cash provided by (used in) operating activities  (13,429)  4,845 

Net cash used in operating activities

  (7,398)  (2,092)
         
Investing Activities:             
Purchase of property and equipment  (3,244)  (3,042)  (2,851)  (1,010)
Proceeds from sale of property and equipment  9   - 
Net cash used in investing activities  (3,235)  (3,042)  (2,851)  (1,010)
         
Financing Activities:             
Exercise of stock options  1,738   3,827  1,166  80 
Issuance of common stock  141   103  50  40 
Purchase of common stock  (15,823)  (24,087) 0  (4,715)
Dividend payments  (30)  (30) (10) (10)
Change in cash overdrafts  (222)  814  1,466  1,890 
Debt issuance costs  (459)  (372)
Payments on note payable  (374)  (284) (151) (125)
Proceeds from revolving credit facilities  384,690   337,842  1,941  118,800 
Payments on revolving credit facilities  (352,666)  (319,014)  (3,155)  (112,970)
Net cash provided by (used in) financing activities  16,995   (1,201)

Net cash provided by financing activities

  1,307   2,990 
         
Increase in cash and cash equivalents  331   602 

Decrease in cash and cash equivalents

 (8,942) (112)
Cash and cash equivalents, beginning of period  1,752   1,022   59,560   1,752 
         
Cash and cash equivalents, end of period $2,083  $1,624  $50,618  $1,640 

 

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

 

4

 

Condensed Consolidated Statements of Equity America’s Car-Mart, Inc.

(Unaudited)

(In thousands except share amounts)

thousands)

 

     Additional     Non-       

Additional

     

Non-

   
 Common Stock Paid-In Retained Treasury Controlling Total 

Common Stock

 

Paid-In

 

Retained

 

Treasury

 

Controlling

 

Total

 
 Shares Amount Capital Earnings Stock Interest Equity 

Shares

  

Amount

  

Capital

  

Earnings

  

Stock

  

Interest

  

Equity

 
               
Balance at April 30, 2019  13,376,030  $134  $81,605  $409,573  $(230,902) $100  $260,510 

Balance at April 30, 2020

 13,478,733  $135  $88,559  $460,876  $(246,911) $100  $302,759 
                             
Issuance of common stock  552   -   40   -   -   -   40  675  0  50  0  0  0  50 
Stock options exercised  15,815   -   80   -   -   -   80  22,000  0  1,166  0  0  0  1,166 
Purchase of 55,507 treasury shares  -   -   -   -   (4,715)  -   (4,715)
Stock-based compensation  -   -   1,620   -   -   -   1,620 

Stock based compensation

 -  0  2,320  0  0  0  2,320 
Dividends on subsidiary preferred stock  -   -   -   (10)  -   -   (10) -  0  0  (10) 0  0  (10)
Net income  -   -   -   15,511   -   -   15,511   -   0   0   19,564   0   0   19,564 
Balance at July 31, 2019  13,392,397  $134  $83,345  $425,074  $(235,617) $100  $273,036 
                             
Issuance of common stock  631   -   50   -   -   -   50 
Stock options exercised  17,500   -   785   -   -   -   785 
Purchase of 112,091 treasury shares  -   -   -   -   (9,981)  -   (9,981)
Stock-based compensation  -   -   592   -   -   -   592 
Dividends on subsidiary preferred stock  -   -   -   (10)  -   -   (10)
Net income  -   -   -   13,887   -   -   13,887 
Balance at October 31, 2019  13,410,528  $134  $84,772  $438,951  $(245,598) $100  $278,359 
                            
Issuance of common stock  545   -   51   -   -   -   51 
Stock options exercised  55,634   1   872   -   -   -   873 
Purchase of 12,384 treasury shares  -   -   -   -   (1,127)  -   (1,127)
Stock-based compensation  -   -   938   -   -   -   938 
Dividends on subsidiary preferred stock  -   -   -   (10)  -   -   (10)
Net income  -   -   -   12,686   -   -   12,686 
Balance at January 31, 2020  13,466,707  $135  $86,633  $451,627  $(246,725) $100  $291,770 

Balance at July 31, 2020

  13,501,408  $135  $92,095  $480,430  $(246,911) $100  $325,849 

 

          

Additional

          

Non-

     
  

Common Stock

  

Paid-In

  

Retained

  

Treasury

  

Controlling

  

Total

 
  

Shares

  

Amount

  

Capital

  

Earnings

  

Stock

  

Interest

  

Equity

 
                             

Balance at April 30, 2019

  13,376,030  $134  $81,605  $409,573  $(230,902) $100  $260,510 
                             

Issuance of common stock

  552   0   40   0   0   0   40 

Stock options exercised

  15,815   0   80   0   0   0   80 

Purchase of 55,507 treasury shares

  -   0   0   0   (4,715)  0   (4,715)

Stock based compensation

  -   0   1,620   0   0   0   1,620 

Dividends on subsidiary preferred stock

  -   0   0   (10)  0   0   (10)

Net income

  -   0   0   15,511   0   0   15,511 
                             

Balance at July 31, 2019

  13,392,397  $134  $83,345  $425,074  $(235,617) $100  $273,036 

 

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

 

5

 

Condensed Consolidated Statements of EquityAmerica’s Car-Mart, Inc.

(Unaudited)

(In thousands except share amounts)

      Additional     Non-  
  Common Stock Paid-In Retained Treasury Controlling Total
  Shares Amount Capital Earnings Stock Interest Equity
               
Balance at April 30, 2018  13,147,143  $131  $72,641  $361,987  $(204,325) $100  $230,534 
                             
Issuance of common stock  544   -   29   -   -   -   29 
Stock options exercised  131,357   2   2,711   -   -   -   2,713 
Purchase of 115,999 treasury shares  -   -   -   -   (7,377)  -   (7,377)
Stock-based compensation  -   -   1,094   -   -   -   1,094 
Dividends on subsidiary preferred stock  -   -   -   (10)  -   -   (10)
Net income  -   -   -   10,884   -   -   10,884 
Balance at July 31, 2018  13,279,044  $133  $76,475  $372,861  $(211,702) $100  $237,867 
                             
Issuance of common stock  580   -   38   -   -   -   38 
Stock options exercised  46,776   -   1,035   -   -   -   1,035 
Purchase of 89,656 treasury shares  -   -   -   -   (6,495)  -   (6,495)
Stock-based compensation  -   -   594   -   -   -   594 
Dividends on subsidiary preferred stock  -   -   -   (10)  -   -   (10)
Net income  -   -   -   11,281   -   -   11,281 
Balance at October 31, 2018  13,326,400  $133  $78,142  $384,132  $(218,197) $100  $244,310 
                             
Issuance of common stock  -   -   35   -   -   -   35 
Stock options exercised  3,750   0   79   -   -   -   79 
Purchase of 141,500 treasury shares  -   -   -   -   (10,215)  -   (10,215)
Stock-based compensation  -   -   583   -   -   -   583 
Dividends on subsidiary preferred stock  -   -   -   (10)  -   -   (10)
Net income  -   -   -   10,895   -   -   10,895 
Balance at January 31, 2019  13,330,150  $133  $78,839  $395,017  $(228,412) $100  $245,677 

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

6

Notes to Consolidated Financial Statements (Unaudited)America’s Car-Mart, Inc.Inc.

 

A – Organization and Business

 

America’s Car-Mart, Inc., a Texas corporation (the “Company”), is one of the largest publicly held automotive retailers in the United States focused exclusively on the “Integrated Auto Sales and Finance” segment of the used car market. References to the Company typically include the Company’s consolidated subsidiaries. The Company’s operations are principally conducted through its two2 operating subsidiaries, America’s Car Mart, Inc., an Arkansas corporation (“Car-Mart of Arkansas” or “ACM”), and Colonial Auto Finance, Inc., an Arkansas corporation (“Colonial”). 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 JanuaryJuly 31, 2020, the Company operated 145150 dealerships located primarily in small cities throughout the South-Central United States.

 

B – Summary of Significant Accounting Policies

 

General

 

The accompanying condensed consolidated balance sheet as of April 30, 2019, 2020, which has been derived from audited financial statements, and the unaudited interim condensed financial statements as of JanuaryJuly 31, 2020 and 2019, have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q10-Q and Article 10 of Regulation S-X.S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended JanuaryJuly 31, 2020 are not necessarily indicative of the results that may be expected for the year ending April 30, 2020. 2021. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K10-K for the year ended April 30, 2019.2020.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of America’s Car-Mart, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated.

 

Segment Information

 

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, also referred to as the Integrated Auto Sales and Finance industry. In this industry, the nature of the sale and the financing of the transaction, financing processes, the type of customer and the methods used to distribute the Company’s products and services, including the actual servicing of the contracts as well as the regulatory environment in which the Company operates, all have similar characteristics. Each of our individual dealerships are 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 one1 reportable segment.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported 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 period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the Company’s allowance for credit losses.

Concentration of Risk

 

The Company provides financing in connection with the sale of substantially all of its vehicles. These sales are made primarily to customers residing in Alabama, Arkansas, Georgia, Illinois, Kentucky, Mississippi, Missouri, Oklahoma, Tennessee, and Texas, with approximately 28%29% of current period revenues resulting from sales to Arkansas customers.

 

Periodically,As of July 31, 2020, and periodically throughout the period, the Company maintainsmaintained cash in financial institutions in excess of the amounts insured by the federal government. The cash is held in several highly rated banking institutions. We regularly monitor our counterparty credit risk and mitigate exposure by limiting the amount we invest in one institution. The Company’s revolving credit facilities mature in September 2022. The Company expects that these credit facilities will be renewed or refinanced on September 30, 2022.or before the scheduled maturity dates.

 

7
6

Restrictions on Distributions/Dividends

The Company’s revolving credit facilities generally restrict distributions by the Company to its shareholders. The distribution limitations under the credit facilities allow the Company to repurchase the Company’s stock so long as either: (a) the aggregate amount of such repurchases after September 30, 2019 does not exceed $50 million, net of proceeds received from the exercise of stock options, and the total availability under the credit facilities is equal to or greater than 20% of the sum of the borrowing bases, in each case after giving effect to such repurchases (repurchases under this item are excluded from fixed charges for covenant calculations), 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, although the Company does routinely repurchase stock, the Company is limited in its ability to pay dividends or make other distributions to its shareholders without the consent of the Company’s lenders.

 

Cash Equivalents

 

The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents.

 

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

 

The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts carry an average interest rate of approximately 16.4% using the simple effective interest method including any deferred fees. In May 2016, the Company increased its retail installment sales contract interest rate from 15.0% to 16.5%. Contract origination costs are not significant. The installment sale contracts are not pre-computed contracts whereby borrowers are obligated to pay back principal plus the full amount of interest that will accrue over the entire term of the contract. Finance receivables are collateralized by vehicles sold and consist of contractually scheduled payments from installment contracts net of unearned finance charges and an allowance for credit losses. Unearned finance charges represent the balance of interest receivable to be earned over the entire term of the related installment contract, less the earned amount ($2.62.7 million at JanuaryJuly 31, 2020 and $2.3$3.1 million at April 30, 2019 2020 on the Condensed Consolidated Balance Sheets), and as such, have been reflected as a reduction to the gross contract amount in arriving at the principal balance in finance receivables.

 

An account is considered delinquent when the customer is one day or more behind on their contractual payments. While the Company does not formally place contracts on nonaccrual status, the immaterial amount of interest that may accrue after an account becomes delinquent up until the point of resolution via repossession or write-off is reserved for against the accrued interest on the Condensed Consolidated Balance Sheets. Delinquent contracts are addressed and either made current by the customer, which is the case in most situations, or the vehicle is repossessed or written off if the collateral cannot be recovered quickly. Customer payments are set to match their payday with approximately 76% of payments due on either a weekly or bi-weekly basis. The frequency of the payment due dates combined with the declining value of collateral lead to prompt resolutions on problem accounts. At JanuaryJuly 31, 2020, 3.6%2.6% of the Company’s finance receivable balances were 30 days or more past due, compared to 3.2%3.8% at JanuaryJuly 31, 2019.

 

Substantially all of the Company’s automobile contracts involve contracts made to individuals with impaired or limited credit histories or higher debt-to-income ratios than permitted by traditional lenders. Contracts made with buyers 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 contracts made with buyers with better credit.

 

The Company strives to keep its delinquency percentages low, and not to repossess vehicles. Accounts three days late are contacted by telephone. Notes from each telephone contact are electronically maintained in the Company’s computer system. The Company also utilizes text messaging notifications which allow customers to elect and receive reminders on their due dates and late notifications, if applicable. The Company attempts to resolve payment delinquencies amicably prior to repossessing a vehicle. 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.

 

Periodically, the Company enters into contract modifications with its customers to extend or modify 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 and will increase the likelihood of the customer being able to pay off the vehicle contract. 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. No other concessions are granted to customers, beyond the extension of additional time, at the time of modifications. Modifications are minor and are made for payday 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-partythird-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 online auctions.

 

8
7

Accounts are charged-off after the expiration of a statutory notice period for repossessed accounts, or when management determines that the timely collection of future payments is not probable for accounts where the Company has been unable to repossess the vehicle. For accounts with respect to which the vehicle was repossessed, the fair value of the repossessed vehicle is charged as a reduction of the gross finance receivables balance charged-off. For the quarter ended JanuaryJuly 31, 2020, on average, accounts were approximately 6995 days past due at the time of charge-off. For previously charged-off accounts that are subsequently recovered, the amount of such recovery is credited to the allowance for credit losses.

 

The Company maintains an allowance for credit losses on an aggregate basis at a level it considers sufficient to cover estimated losses inherent in the portfolio atover the balance sheet dateremaining contractual lives in the collection of its finance receivables currently outstanding.  At JanuaryJuly 31, 2020, the weighted average total contract term was 32.533.9 months with 23.624.9 months remaining. The reserve amount in the allowance for credit losses at JanuaryJuly 31, 2020, $140.3$160.8 million, was 24.5%26.5% of the principal balance in finance receivables of $607.5$643.3 million, less unearned payment protection plan revenue of $23.6$24.9 million and unearned service contract revenue of $11.4$11.6 million.

 

The estimated reserve amount is the Company’s anticipated future net charge-offs for losses incurred throughover the balance sheet date.remaining contractual lives of its finance receivables. 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 from one year to five years.

 

•   

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 10-1110-11 months following the balance sheet date.  The average age of an account at charge-off date for the eighteen-montheighteen-month period ended JanuaryJuly 31, 2020 was 12.712.8 months.

  

•   

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

 

A point estimate is produced by this analysis which is then supplemented by any positive or negative subjective factors, including macroeconomic factors such as higher unemployment levels, higher gasoline prices or higher prices for staple items, to arrive at an overall reserve amount that management considers to be a reasonable estimate of losses inherent in the portfolio atover the balance sheet dateremaining contractual lives 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. While challenging economic conditions can negatively impact credit losses, effective execution of internal policies and procedures within the collections area and the competitive environment on the funding side have historically had a more significant effect on collection results than macro-economic issues.

 

In most states, the Company offers retail customers who finance their vehicle the option of purchasing a payment protection plan product as an add-on to the installment sale contract. This product contractually obligates the Company to cancel the remaining principal outstanding for any contract where the retail customer has totaled the vehicle, as defined by the contract, or the vehicle has been stolen. The Company periodically evaluates anticipated losses to ensure that if anticipated losses exceed deferred payment protection plan revenues, an additional liability is recorded for such difference. No such liability was required at JanuaryJuly 31, 2020 or April 30, 2019.2020.

 

Inventory

 

Inventory consists of used vehicles and is valued at the lower of cost or net realizable value on a specific identification basis. Vehicle reconditioning costs are capitalized as a component of inventory. Repossessed vehicles and trade-in vehicles are recorded at fair value, which approximates wholesale value. The cost of used vehicles sold is determined using the specific identification method.

 

8

Goodwill

 

Goodwill reflects the excess of purchase price over the fair value of specifically identified net assets purchased. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests at the Company’s year-end. The impairment tests are based on the comparison of the fair value of the reporting unit to the carrying value of such unit. There was no0 impairment of goodwill during fiscal 2019,2020, and to date, there has been no0 impairment during fiscal 2020.2021.

 

9

Property and Equipment

 

Property and equipment are stated at cost. Expenditures for additions, remodels, and improvements are capitalized. Costs of repairs and maintenance are expensed as incurred. Leasehold improvements are amortized over the shorter of the estimated life of the improvement or the lease period. The lease period includes the primary lease term plus any extensions that are reasonably assured. Depreciation is computed using the straight-line method, generally over the following estimated useful lives:

 

Furniture, fixtures and equipment (years)3to7
Leasehold improvements (years)5to15
Buildings and improvements (years)18to39

Furniture, fixtures and equipment

3 to 7 years

Leasehold improvements

5 to 15 years

Buildings and improvements

18 to 39 years

 

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying values of the impaired assets exceed the fair value of such assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

 

Cash Overdraft

 

As checks are presented for payment from the Company’s primary disbursement bank account, monies are automatically drawn against cash collections for the day and, if necessary, are drawn against one of the revolving credit facilities. Any cash overdraft balance principally represents outstanding checks that as of the balance sheet date had not yet been presented for payment, net of any deposits in transit. Any cash overdraft balance is reflected in accrued liabilities on the Company’s Condensed Consolidated Balance Sheets.

 

Deferred Sales Tax

 

Deferred sales tax represents a sales tax liability of the Company for vehicles sold on an installment basis in the states of Alabama and Texas. Under Alabama and Texas law for vehicles sold on an installment basis, the related sales tax is due as the payments are collected from the customer, rather than at the time of sale. Deferred sales tax liabilities are reflected in accrued liabilities on the Company’s Condensed Consolidated Balance Sheets.

 

Income Taxes

 

Income taxes are accounted for under the liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply in the years in which these differences are expected to be recovered or settled. The quarterly provision for income taxes is determined using an estimated annual effective tax rate, which is based on expected annual taxable income, statutory tax rates and the Company’s best estimate of nontaxable and nondeductible items of income and expense. The effective income tax rates were 21.3%23.4% and 20.4%21.8% for the ninethree months ended JanuaryJuly 31, 2020 and JanuaryJuly 31, 2019, respectively. Total income tax expense for the ninethree months ended JanuaryJuly 31, 2020 differed from amounts computed by applying the United States federal statutory tax rates to pre-tax income primarily due to state income taxes and the impact of permanent differences between book and taxable income. The Company recorded a discrete income tax benefit of approximately $1.3 million$91,000 and $1.5 million$276,000 for the ninethree months ended JanuaryJuly 31, 2020 and JanuaryJuly 31, 2019, respectively, related to excess tax benefits on share based compensation, which is recorded in the income tax provision.provision pursuant to ASU 2016-09, which was adopted on May 1, 2017.

 

Occasionally, the Company is audited by taxing authorities. These audits could result in proposed assessments of additional taxes. The Company believes that its tax positions comply in all material respects with applicable tax law. However, tax law is subject to interpretation, and interpretations by taxing authorities could be different from those of the Company, which could result in the imposition of additional taxes.

 

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-notmore-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies this methodology to all tax positions for which the statute of limitations remains open.

 

9

The Company is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for the years before fiscal 2016.2017.

10

 

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 no0 accrued penalties or interest as of JanuaryJuly 31, 2020 or April 30, 2019.2020.

 

Revenue Recognition

 

Revenues are generated principally from the sale of used vehicles, which in most cases includes a service contract and a payment protection plan product, interest income and late fees earned on finance receivables. Revenues are net of taxes collected from customers and remitted to government agencies. Cost of vehicle sales include costs incurred by the Company to prepare the vehicle for sale including license and title costs, gasoline, transport services, and repairs.

 

Revenues from the sale of used vehicles are recognized when the sales contract is signed, the customer has taken possession of the vehicle and, if applicable, financing has been approved. Revenues from the sale of vehicles sold at wholesale are recognized at the time the proceeds are received. Revenues from the sale of service contracts are recognized ratably over the expected duration of the product. Service contract revenues are included in sales and the related expenses are included in cost of sales. The amount of revenue recognized for the nine months ended January 31, 2020 that was included in the April 30, 2019 deferred service contract revenue was $9.4 million. Payment protection plan revenues are initially deferred and then recognized to income using the “Rule of 78’s” interest method over the life of the contract so that revenues are recognized in proportion to the amount of cancellation protection provided. Payment protection plan revenues are included in sales and related losses are included in cost of sales as incurred. Interest income is recognized on all active finance receivables accounts using the simple effective interest method. Active accounts include all accounts except those that have been paid-off or charged-off.

 

Sales consist of the following:

 

  

Three Months Ended
July 31,

 

(In thousands)

 

2020

  

2019

 
         

Sales – used autos

 $141,634  $129,454 

Wholesales – third party

  6,949   7,181 

Service contract sales

  7,874   7,470 

Payment protection plan revenue

  6,342   5,969 
         

Total

 $162,799  $150,074 

  Three Months Ended
January 31,
 Nine Months Ended
January 31,
(In thousands) 2020 2019 2020 2019
         
Sales – used autos $142,136  $119,955  $417,079  $371,465 
Wholesales – third party  6,810   6,460   22,236   19,205 
Service contract sales  7,983   7,600   23,283   22,655 
Payment protection plan revenue  6,324   5,788   18,472   16,990 
                 
Total $163,253  $139,803  $481,070  $430,315 

 

At JanuaryJuly 31, 2020 and 2019, finance receivables more than 90 days past due were approximately $2.6$2.3 million and $1.5$2.0 million, respectively. Late fee revenues totaled approximately $1.5 million$511,000 and $485,000 for the ninethree months ended JanuaryJuly 31, 2020 and 2019.2019, respectively. Late fees are recognized when collected and are reflected in interest and other income on the Condensed Consolidated Statements of Operations. The amount of revenue recognized for the three months ended July 31, 2020 that was included in the April 30, 2020 deferred service contract revenue was $5.9 million.

 

Earnings per Share

 

Basic earnings per share are computed by dividing net income attributable to common stockholders by the average number of common shares outstanding during the period. Diluted earnings per share are computed by dividing net income attributable to common stockholders by the average number of common shares outstanding during the period plus dilutive common stock equivalents. The calculation of diluted earnings per share takes into consideration the potentially dilutive effect of common stock equivalents, such as outstanding stock options and non-vested restricted stock, which if exercised or converted into common stock would then share in the earnings of the Company. In computing diluted earnings per share, the Company utilizes the treasury stock method and anti-dilutive securities are excluded.

 

Stock-Based Compensation

 

The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock, based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards. The Company may issue either new shares or treasury shares upon exercise of these awards. Stock-based compensation plans, related expenses, and assumptions used in the Black-Scholes option pricing model are more fully described in Note I. If an award contains a performance condition, expense is recognized only for those shares for which it is considered reasonably probable as of the current period end that the performance condition will be met. The Company recorded a discrete income tax benefit of approximately $1.3 million and $1.5 million for the nine months ended January 31, 2020 and January 31, 2019, respectively. The Company elects to accountaccounts for forfeitures as they occur and records any excess tax benefits or deficiencies from its equity awards in its Consolidated Statements of Operations in the reporting period in which the exercise occurs. The Company recorded a discrete income tax benefit of approximately $91,000 and $276,000 for the three months ended July 31, 2020 and July 31, 2019, respectively. As a result, the Company’s income tax expenses and associated effective tax rate will be impacted by fluctuations in stock price between the grant dates and exercise dates of equity awards.

 

10

11

Treasury Stock

 

Treasury stock may be used for issuances under the Company’s stock-based compensation plans or for other general corporate purposes. The Company has a reserve account of 10,000 shares of treasury stock to secure outstanding service contracts issued in Iowa in accordance with the regulatory requirements of that state and another reserve account of 14,000 shares of treasury stock for its subsidiary, ACM Insurance Company, in accordance with the requirements of the Arkansas Department of Insurance.

Recent Accounting Pronouncements

 

Occasionally, new accounting pronouncements are issued by the FASB or other standard setting bodies which the Company will adopt as of the specified effective date. Unless otherwise discussed, the Company believes the implementation of recently issued standards which are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

 

Leases. In February 2016, the FASB issued ASU 2016-02, Leases. The new guidance requires that lessees recognize all leases, including operating leases, with a term greater than 12 months on-balance sheet and also requires disclosure of key information about leasing transactions. The guidanceAdopted in ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those years. The Company adopted this ASU and related amendments for its fiscal year beginning May 1, 2019 and elected certain practical expedients permitted under the transition guidance, including to retain the historical lease classification as well as relief from reviewing expired or existing contracts to determine if they contain leases. The adoption of this ASU and related amendments resulted in total assets and liabilities increasing $34.5 million at the time of adoption. The Company’s Consolidated Statements of Income and Consolidated Statements of Cash Flows were not materially impacted.Current Period

Credit Losses. In June 2016, the FASB issued ASU 2016-13, 2016-13,Financial InstrumentsCredit Losses (Topic 326)326). ASU 2016-132016-13 requires financial assets such as loans to be presented net of an allowance for credit losses that reduces the cost basis to the amount expected to be collected over the estimated life. Expected credit losses will be measured based on historical experience and current conditions, as well as forecasts of future conditions that affect the collectability of the reported amount. ASU 2016-13 is effectiveOur allowance for annual reporting periodsloan loss calculation was modified to comply with these new requirements and adopted for our fiscal year beginning after December 15, 2019, and interim reporting periods within those years using a modified retrospective approach. May 1, 2020. The Company is currently evaluating the potential effects of the adoptiondid not incur a material impact to our financial statements as a result of this guidance on the consolidated financial statements but does not expect such impact to be material.adoption.

 

Cloud Computing ArrangementArrangement. . In August 2018, the FASB issued ASU 2018-15, 2018-15,Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)350-40). ASU 2018-152018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-152018-15 is effective for annual reporting periods beginning after December 15, 2019, and interim reporting periods within those years. The Company is currently evaluatingdid not incur a material impact to our financial statements as a result of this adoption.

Effective in Future Periods

Reference Rate Reform. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform. The pronouncement provides optional guidance for a limited period of time to ease the potential effectsburden of the adoptionaccounting for reference rate reform. This guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company expects to utilize this optional guidance on the consolidated financial statements but does not expect suchthe impact to be material.

 

C – Finance Receivables, Net

 

The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts, which carry an interest rate of 15% or 16.5% per annum (based on the Company’s contract interest rate as of the contract origination date)(19.5% to 21.5% in Illinois), are collateralized by the vehicle sold and typically provide for payments over periods ranging from 18 to 48 months. The weighted average interest rate for the portfolio was approximately 16.4% at JanuaryJuly 31, 2020. The Company’s finance receivables are defined as one segment and one1 class of loans in sub-prime consumer automobile contracts. The level of risks inherent in the Company’s financing receivables is managed as one1 homogeneous pool.

 

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11

The components of finance receivables are as follows:

 

(In thousands) January 31, 2020 April 30, 2019
     
Gross contract amount $706,014  $631,681 
Less unearned finance charges  (98,477)  (88,353)
Principal balance  607,537   543,328 
Less allowance for credit losses  (140,282)  (127,842)
         
Finance receivables, net $467,255  $415,486 

(In thousands)

 

July 31, 2020

  

April 30, 2020

 
         

Gross contract amount

 $757,313  $728,841 

Less unearned finance charges

  (113,978)  (107,659)

Principal balance

  643,335   621,182 

Less allowance for credit losses

  (160,807)  (155,041)
         

Finance receivables, net

 $482,528  $466,141 

 

Changes in the finance receivables, net are as follows:

 

  Nine Months Ended
January 31,
(In thousands) 2020 2019
     
Balance at beginning of period $415,486  $383,617 
Finance receivable originations  446,093   399,089 
Finance receivable collections  (229,973)  (206,620)
Provision for credit losses  (112,885)  (111,619)
Losses on claims for payment protection plan  (13,141)  (12,148)
Inventory acquired in repossession and payment protection plan claims  (38,325)  (37,406)
         
Balance at end of period $467,255  $414,913 

  

Three Months Ended
July 31,

 

(In thousands)

 

2020

  

2019

 
         

Balance at beginning of period

 $466,141  $415,486 

Finance receivable originations

  148,879   137,855 

Finance receivable collections

  (82,134)  (74,355)

Provision for credit losses

  (36,084)  (31,475)

Losses on claims for payment protection plan

  (3,939)  (4,230)

Inventory acquired in repossession and payment protection plan claims

  (10,335)  (11,671)
         

Balance at end of period

 $482,528  $431,610 

 

Changes in the finance receivables allowance for credit losses are as follows:

 

  Nine Months Ended
January 31,
(In thousands) 2020 2019
     
Balance at beginning of period $127,842  $117,821 
Provision for credit losses  112,885   111,619 
Charge-offs, net of recovered collateral  (100,445)  (101,460)
         
Balance at end of period $140,282  $127,980 

  

Three Months Ended
July 31,

 

(In thousands)

 

2020

  

2019

 
         

Balance at beginning of period

 $155,041  $127,842 

Provision for credit losses

  36,084   31,475 

Charge-offs, net of recovered collateral

  (30,318)  (29,823)
         

Balance at end of period

 $160,807  $129,494 

 

The factors which influenced management’s judgment in determining the amount of the current period provision for credit losses are described below.

 

The level of charge-offs, net of recovered collateral, is the most important factor in determining the provision for credit losses. This is due to the fact that once a contract becomes delinquent the account is either made current by the customer, the vehicle is repossessed, or the account is written off if the collateral cannot be recovered. Net charge-offs as a percentage of average finance receivables decreased to 17.5%4.8% for the ninethree months ended JanuaryJuly 31, 2020, compared to 19.2%5.4% for the prior year period. Both theThe frequency and severity of losses improved as a result of athe sale of higher quality vehicle,vehicles, improved deal structures and consistentimproved collections practices.

 

Collections and delinquency levels can have a significant effect on additions to the allowance and are reviewed frequently. Collections as a percentage of average finance receivables were 40.0%13.0% for the ninethree months ended JanuaryJuly 31, 2020 compared to 39.2%13.5% for the same period in the prior year. The increase in the average contract term and slightly higher modifications were the primary drivers of the lower collection percentage, partially offset by improved collections as a percentage of average finance receivables resulted primarily from improved and consistent efforts in the collections process.on delinquent accounts. Delinquencies greater than 30 days were 3.6%2.6% for JanuaryJuly 31, 2020 and 3.2%3.8% at JanuaryJuly 31, 2019.

 

AsIn addition to the objective factors discussed above, the Company also considers macro-economic factors such as higher unemployment levels, higher gasoline prices and higher prices for staple items to develop reasonable and supportable forecasts about the future. These economic forecasts are utilized alongside historical loss information in order to estimate losses inherent in the portfolio over the following twelve-month period, at which point the Company will revert to historical loss information to estimate losses inherent in the portfolio for the remaining contractual lives of its finance receivables.   

12

In the first quarter of fiscal 2020, the Company reduced its allowance for credit losses from 25.0% to 24.5% as a result of the improvements in our net charge-offs as a percentage of average receivables, the quality of the portfolio and the allowance analysis. However, in the fourth quarter of fiscal 2020, COVID-19 impacted our allowance analysis,customers, resulting in an increased past-due amounts as a decrease topercentage of receivables. As a result, the Company increased the allowance for credit losses from 25%24.5% to 24.5% was made in26.5%. Although delinquencies have improved since yearend, the first quarteruncertainty of fiscal 2020, which resulted in a $2.6 million credit to the provision for credit losses, a $2.0 million after tax increase to net income.COVID-19 impact on the economy and unemployment could affect our collections and past due receivables going forward.

13

 

Macro-economic factors, the competitive environment on the funding side, and more importantly, proper execution of operational policies and procedures have a significant effect on additions to the allowance charged to the provision.  Higher unemployment levels, higher gasoline prices and higher prices for staple items can potentially have a significant effect. The Company continues to focus on operational improvements within the collections area.

 

Credit quality information for finance receivables is as follows:

 

(Dollars in thousands) January 31, 2020 April 30, 2019 January 31, 2019
  Principal Percent of Principal Percent of Principal Percent of
  Balance Portfolio Balance Portfolio Balance Portfolio
Current $513,053   84.44% $435,603   80.17% $450,931   83.05%
 3 - 29 days past due  72,971   12.01%  91,747   16.89%  74,788   13.78%
30 - 60 days past due  14,504   2.39%  11,362   2.09%  12,062   2.22%
61 - 90 days past due  4,413   0.73%  3,429   0.63%  3,619   0.67%
> 90 days past due  2,596   0.43%  1,187   0.22%  1,493   0.28%
Total $607,537   100.00% $543,328   100.00% $542,893   100.00%

(Dollars in thousands)

 

July 31, 2020

  

April 30, 2020

  

July 31, 2019

 
  

Principal

  

Percent of

  

Principal

  

Percent of

  

Principal

  

Percent of

 
  

Balance

  

Portfolio

  

Balance

  

Portfolio

  

Balance

  

Portfolio

 

Current

 $559,168   86.92% $515,390   82.97% $445,461   79.39%

3 - 29 days past due

  67,361   10.47%  67,259   10.83%  94,254   16.80%

30 - 60 days past due

  11,526   1.79%  25,311   4.07%  15,891   2.83%

61 - 90 days past due

  3,028   0.47%  10,140   1.63%  3,533   0.63%

> 90 days past due

  2,252   0.35%  3,082   0.50%  1,965   0.35%

Total

 $643,335   100.00% $621,182   100.00% $561,104   100.00%

 

Accounts one and two days past due are considered current for this analysis, due to the varying payment dates and variation in the day of the week at each period end. Delinquencies may vary from period to period based on the average age of the portfolio, seasonality within the calendar year, the day of the week and overall economic factors. The above categories are consistent with internal operational measures used by the Company to monitor credit results. The Company does believe that the enhanced unemployment benefits under the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act, contributed to the improvement in delinquencies.

Finance receivables outstanding at July 31, 2020 summarized by fiscal year of origination is as follows:

(In thousands)

                     

Fiscal Year of Origination

  

Prior to

     

2021

  

2020

  

2019

  

2018

  

2017

  

2017

  

Total

 
$144,383   370,955   107,823   17,163   2,073   938  $643,335 

 

Substantially all of the Company’s automobile contracts involve contracts made to individuals with impaired or limited credit histories, or higher debt-to-income ratios than permitted by traditional lenders; such contracts generally entail a higher risk of delinquency, default, repossession, and losses than contracts made with buyers with better credit.  Therefore, the Company manages the level of risks inherent in the Company’s financing receivables as one homogenous pool. The Company monitors contract term length, down payment percentages, and collections as credit quality indicators.

 

 Nine Months Ended
January 31,
 2020 2019 

Three Months Ended
July 31,

 
     2020  2019 
Principal collected as a percent of average finance receivables  40.0%  39.2% 13.0% 13.5%
Average down-payment percentage  5.9%  5.8% 7.6% 6.5%
Average originating contract term (in months)  30.8   29.4  32.4  29.9 

 

  January 31, 2020 January 31, 2019
Portfolio weighted average contract term, including modifications (in months)  32.5   32.0 

  July 31, 2020  July 31, 2019 

Portfolio weighted average contract term, including modifications (in months)

  33.9   32.1 

 

The increasedecrease in collections as a percentage of average finance receivables resulted primarily from improved and consistent effortsan extension in the average contract term and slightly higher modifications, partially offset by improved collections process.on delinquent accounts. The portfolio weighted average contract term increased slightly primarily due to the increased average selling price.price, up $1,390 or 12.2% from the prior year quarter. As the average selling price increases and in order to remain competitive, term lengths may increase.

 

13

D – Property and Equipment

 

A summary of property and equipment is as follows:

 

(In thousands) January 31, 2020 April 30, 2019
     
Land $7,799  $7,413 
Buildings and improvements  12,535   11,815 
Furniture, fixtures and equipment  13,977   13,307 
Leasehold improvements  27,352   26,064 
Construction in progress  1,498   1,523 
Less accumulated depreciation and amortization  (34,341)  (31,585)
         
Total $28,820  $28,537 

(In thousands)

 

July 31, 2020

  

April 30, 2020

 
         

Land

 $7,799  $7,799 

Buildings and improvements

  12,678   12,678 

Furniture, fixtures and equipment

  14,025   14,118 

Leasehold improvements

  27,357   27,519 

Construction in progress

  6,006   3,186 

Less accumulated depreciation and amortization

  (35,812)  (35,160)
         

Total

 $32,053  $30,140 

 

14

E – Accrued Liabilities

 

A summary of accrued liabilities is as follows:

 

(In thousands) January 31, 2020 April 30, 2019
     
Employee compensation $6,059  $6,321 
Cash overdrafts (see Note B)  1,052   1,274 
Deferred sales tax (see Note B)  2,611   3,571 
Reserve for PPP claims  2,882   2,433 
Health insurance  1,052   1,256 
Other  1,405   3,982 
         
Total $15,061  $18,837 

(In thousands)

 

July 31, 2020

  

April 30, 2020

 
         

Employee compensation

 $8,054  $8,199 

Cash overdrafts (see Note B)

  1,466   0 

Deferred sales tax (see Note B)

  3,066   2,974 

Reserve for PPP claims

  3,054   2,926 

Health insurance

  1,141   1,187 

Fair value of contingent consideration

  2,713   2,713 

Other

  1,501   1,730 
         

Total

 $20,995  $19,729 

 

The decrease in deferred sales tax is due to timing differences in deferred sales tax payments. The decrease in other is primarily related to ASU 2016-02, Leases, as deferred rent is no longer reported in this category.

F – DebtFacilities

 

A summary of debt facilities is as follows:

 

(In thousands)

 

July 31, 2020

  

April 30, 2020

 
         

Revolving lines of credit

 $214,617  $215,831 

Notes payable

  50   79 

Finance lease

  323   445 

Debt issuance costs

  (707)  (787)
         

Debt facilities

 $214,283  $215,568 

(In thousands) January 31, 2020 April 30, 2019
     
Revolving lines of credit $184,464  $152,440 
Notes payable  109   194 
Finance lease  550   839 
Debt issuance costs  (823)  (555)
         
Debt facilities $184,300  $152,918 

 

On September 30, 2019, the Company and its subsidiaries, Colonial, ACMCar-Mart of Arkansas (“ACM”) and Texas Car-Mart, Inc., a Texas Corporation (“TCM”) entered into thea Third Amended and Restated Loan and Security Agreement (the “Agreement”)., which amended and restated the Company’s revolving credit facilities. Under the Agreement, BMO Harris Bank, N.A. replaced Bank of America, N.A. as agent, lead arranger and book manager.manager, and Wells Fargo Bank, N.A. also joined the group of lenders. The Agreement also extended the term of the Company’s revolving credit facilities to September 30, 2022 and increased the total permitted borrowings from $215 million to $241 million, including an increase in the Colonial revolving line of credit from $205 million to $231 million. The ACM-TCM revolving line of credit commitment remained the same at $10 million. The Agreement also increased the accordion feature from $50 million to $100 million.

 

The revolving credit facilities are collateralized primarily by finance receivables and inventory, are cross collateralized and contain a guarantee by the Company. The Company also granted a security interest in the equity ownership interests of its subsidiaries. Interest is payable monthly under the revolving credit facilities. The credit facilities provide for four pricing tiers for determining the applicable interest rate, based on the Company’s consolidated leverage ratio for the preceding fiscal quarter. The current applicable interest rate under the credit facilities is generally LIBOR plus 2.35%, or 4.00%2.85% at JanuaryJuly 31, 2020 and 4.73%2.98% at April 30, 2019. 2020. The credit facilities contain various reporting and performance covenants including (i) maintenance of certain financial ratios and tests, (ii) limitations on borrowings from other sources, (iii) restrictions on certain operating activities and (iv) restrictions on the payment of dividends or distributions.distributions (see note B).

 

The distribution limitations under the credit facilities allow the Company to repurchase the Company’s stock so long as either: (a) the aggregate amount of such repurchases after September 30, 2019 does not exceed $50 million, net of proceeds received from the exercise of stock options, and the total availability under the credit facilities is equal to or greater than 20% of the sum of the borrowing bases, in each case after giving effect to such repurchases (repurchases under this item are excluded from fixed charges for covenant calculations), 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.

15
14

The Company was in compliance with the covenants at JanuaryJuly 31, 2020. The amount available to be drawn under the credit facilities is a function of eligible finance receivables and inventory; based upon eligible finance receivables and inventory at JanuaryJuly 31, 2020, the Company had additional availability of approximately $56$26 million under the revolving credit facilities.

 

The Company recognized approximately $191,000$80,000 and $198,000$54,000 of amortization for the ninethree months ended JanuaryJuly 31, 2020 and 2019, respectively, related to debt issuance costs. The amortization is reflected as interest expense in the Company’s Condensed Consolidated Statements of Operations.

 

During the first ninethree months of fiscal 20202021 and fiscal 2019,2020, the Company incurred $458,000 and $372,000 indid not incur any debt issuance costs related to the Agreement. Debt issuance costs of approximately $823,000$707,000 and $555,000$787,000 as of JanuaryJuly 31, 2020 and April 30, 2019, 2020, respectively, are shown as a deduction from the debt facilities in the Condensed Consolidated Balance Sheets.

 

On December 15, 2015, the Company entered into an agreement to purchase the property on which one of its dealerships is located for a purchase price of $550,000. Under the agreement, the purchase price is being paid in monthly principal and interest installments of $10,005. The debt matures in December 2020, bears interest at a rate of 3.50% and is secured by the property. The balance on this note payable was approximately $109,000$50,000 and $194,000$79,000 as of JanuaryJuly 31, 2020 and April 30, 2019, 2020, respectively.

 

On March 29, 2018, the Company entered into a lease classified as a finance lease. The present value of the minimum lease payments was approximately $550,000$323,000 and $839,000$445,000 as of JanuaryJuly 31, 2020 and April 30, 2019, 2020, respectively, which is included in Debt facilities in the Consolidated Balance Sheet. The leased equipment is amortized on a straight-line basis over three years. As of JanuaryJuly 31, 2020, and April 30, 2019, 2020, there was approximately $298,000$381,000 and $177,000,$340,000, respectively, in accumulated depreciation related to the leased equipment.

 

G – Fair Value Measurements

 

The table below summarizes information about the fair value of financial instruments included in the Company’s financial statements at JanuaryJuly 31, 2020 and April 30, 2019:2020:

 

  January 31, 2020 April 30, 2019
(In thousands) Carrying
Value
 Fair
Value
 Carrying
Value
 Fair
Value
         
Cash $2,083  $2,083  $1,752  $1,752 
Finance receivables, net  467,255   373,635   415,486   334,147 
Accounts payable  16,330   16,330   13,659   13,659 
Debt facilities  184,300   184,300   152,918   152,918 

  

July 31, 2020

  

April 30, 2020

 
(In thousands) 

Carrying
Value

  

Fair
Value

  

Carrying
Value

  

Fair
Value

 
                 

Cash

 $50,618  $50,618  $59,560  $59,560 

Finance receivables, net

  482,528   395,651   466,141   382,027 

Accounts payable

  16,794   16,794   13,117   13,117 

Debt facilities

  214,283   214,283   215,568   215,568 

 

Because no market exists for certain of the Company’s financial instruments, fair value estimates are based on judgments and estimates regarding yield expectations of investors, credit risk and other risk characteristics, including interest rate and prepayment risk. These estimates are subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The methodology and assumptions utilized to estimate the fair value of the Company’s financial instruments are as follows:

 


Financial Instrument

Valuation Methodology

  

Cash

The carrying amount is considered to be a reasonable estimate of fair value due to the short-term nature of the financial instrument.

  

Finance receivables, net

The Company estimates the fair value of its receivables at what a third-partythird-party purchaser might be willing to pay. The Company has had discussions with third parties and has bought and sold portfolios and had a third-partythird-party appraisal in January 2019 that indicated a range of 34% to 39% discount to face would be a reasonable fair value in a negotiated third-partythird-party transaction. The sale of finance receivables from Car-Mart of Arkansas to Colonial is made at a 38.5% discount. For financial reporting purposes these sale transactions are eliminated. Since the Company does not intend to offer the receivables for sale to an outside third party, the expectation is that the net book value at JanuaryJuly 31, 2020, will ultimately be collected. By collecting the accounts internally, the Company expects to realize more than a third-partythird-party purchaser would expect to collect with a servicing requirement and a profit margin included.

16

Accounts payable

The carrying amount is considered to be a reasonable estimate of fair value due to the short-term nature of the financial instrument.

  

Debt facilities

The fair value approximates carrying value approximates carrying value due to the variable interest rates charged on the variable interest rates charged on the revolving credit facilities, which reprice frequently.

 

15

H – Weighted Average Shares Outstanding

 

Weighted average shares of common stock outstanding used in the calculation of basic and diluted earnings per share were as

follows:

 

  Three Months Ended
January 31,
 Nine Months Ended
January 31,
  2020 2019 2020 2019
         
Weighted average shares outstanding-basic  6,597,643   6,751,026   6,634,496   6,846,707 
Dilutive options and restricted stock  342,481   252,363   335,352   240,723 
                 
Weighted average shares outstanding-diluted  6,940,124   7,003,389   6,969,848   7,087,430 
                 
Antidilutive securities not included:                
Options  200,000   120,000   83,333   80,000 
Restricted stock  4,224   -   3,408   - 

  

Three Months Ended
July 31,

 
  

2020

  

2019

 
         

Weighted average shares outstanding-basic

  6,632,445   6,684,282 

Dilutive options and restricted stock

  283,151   332,470 
         

Weighted average shares outstanding-diluted

  6,915,596   7,016,752 
         

Antidilutive securities not included:

        

Options

  225,000   25,000 

Restricted stock

  4,224   3,000 

 

IStock-BasedStock-Based Compensation

 

The Company has stock-based compensation plans available to grant non-qualified stock options, incentive stock options and restricted stock to employees, directors and certain advisors of the Company. The stock-based compensation plans being utilized at JanuaryJuly 31, 2020 are the Amended and Restated Stock Option Plan and the Amended and Restated Stock Incentive Plan. The Company recorded total stock-based compensation expense for all plans of approximately $3.2 million ($2.4 million after tax effects) and $2.3 million ($1.8 million after tax effects) and $1.6 million ($1.2 million after tax effects) for the ninethree months ended JanuaryJuly 31, 2020 and 2019, respectively. Tax benefits were recognized for these costs at the Company’s overall effective tax rate, excluding discrete income tax benefits related to excess benefits on share-based compensation.

 

Stock Option PlanOptions

 

The Company has options outstanding under a stock option plan approved by the shareholders, the Amended and Restated Stock Option Plan. The shareholders of the Company approved the Amended and Restated Stock Option Plan (the “Restated Option Plan”) on August 5, 2015, which extended the term of the Restated Option Plan to June 10, 2025 and increased the number of shares of common stock reserved for issuance under the plan to 1,800,000 shares. On August 29, 2018, the shareholders of the Company approved an amendment to the Restated Option Plan increasing the number of shares of common stock reserved for issuance under the plan by an additional 200,000 shares to 2,000,000 shares. On August 26, 2020, the shareholders of the Company approved an amendment to the Restated Option Plan increasing the number of shares of common stock reserved for issuance under the plan by an additional 200,000 shares to 2,200,000 shares. The Restated Option Plan provides for the grant of options to purchase shares of the Company’s common stock to employees, directors and certain advisors of the Company at a price not less than the fair market value of the stock on the date of grant and for periods not to exceed ten years. Options grantedoutstanding under the Company’s stock option plans expire in the calendar years 20202021 through 2029.2030.

 

16

17

  

Restated Option
Plan

Minimum exercise price as a percentage of fair market value at date of grant

 100%100%

Last expiration date for outstanding options

 December 30, 2029

May 1, 2030

Shares available for grant at JanuaryJuly 31, 2020

 45,00075,000

 

The fair value of options granted is estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions in the table below.

  Nine Months Ended
January 31,
  2020 2019
Expected term (years)  5.5   5.5 
Risk-free interest rate  1.75%  2.79%
Volatility  39%  36%
Dividend yield  -   - 

  

Three Months Ended
July 31,

 
  

2020

  

2019

 

Expected term (years)

  5.5   5.5 

Risk-free interest rate

  0.36%  2.28%

Volatility

  50%  39%

Dividend yield

  0   0 

 

The expected term of the options is based on evaluations of historical actual and future expected employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of the Company’s common stock. The Company has not historically issued any dividends and does not expect to do so in the foreseeable future.

 

There were 225,00030,000 options granted during the ninethree months ended JanuaryJuly 31, 2020 and 145,00025,000 options granted during the ninethree months ended JanuaryJuly 31, 2019. The grant-date fair value of options granted during the ninethree months ended JanuaryJuly 31, 2020 and 2019 was $9.3 million$886,000 and $3.0 million,$974,000, respectively. The options were granted at fair market value on the date of grant.

 

Stock option compensation expense was $2.3$1.1 million ($1.8 million877,000 after tax effects) and $1.5$1.3 million ($1.2 million998,000 after tax effects) for the ninethree months ended JanuaryJuly 31, 2020 and 2019, respectively. As of JanuaryJuly 31, 2020, the Company had approximately $10.0$7.6 million of total unrecognized compensation cost related to unvested options that are expected to vest. These unvested outstanding options have a weighted-average remaining vesting period of 1.92.3 years.

 

The Company had the following options exercised for the periods indicated. The impact of these cash receipts is included in financing activities in the accompanying Condensed Consolidated Statements of Cash Flows.

 

  Nine Months Ended
January 31,
(Dollars in thousands) 2020 2019
     
Options exercised  112,250   224,500 
Cash received from option exercises $2,849  $4,373 
Intrinsic value of options exercised $6,861  $8,506 

During the nine months ended January 31, 2020, there were 50,000 options exercised through net settlements in accordance with plan provisions, wherein the shares issued were reduced by 23,301 shares to satisfy the exercise price and income taxes to acquire 26,699 shares.

  

Three Months Ended
July 31,

 

(Dollars in thousands)

 

2020

  

2019

 
         

Options exercised

  22,000   21,500 

Cash received from option exercises

 $1,166  $80 

Intrinsic value of options exercised

 $793  $1,284 

 

The aggregate intrinsic value of outstanding options at JanuaryJuly 31, 2020 and 2019 was $28.1$20.6 million and $15.2$23.5 million, respectively. As of JanuaryJuly 31, 2020, there were 104,250305,750 vested and exercisable stock options outstanding with an aggregate intrinsic value of $5.4$12.4 million, a weighted average remaining contractual life of 6.15.65 years, and a weighted average exercise price of $58.44.$54.96.

 

Stock Incentive Plan

 

On August 5, 2015, the shareholders of the Company approved the Amended and Restated Stock Incentive Plan (the “Restated Incentive Plan”), which extended the term of the Company’s Stock Incentive Plan to June 10, 2025. On August 29, 2018, the shareholders of the Company approved an amendment to the Restated Stock Incentive Plan that increased the number of shares of common stock that may be issued under the Restated Incentive Plan by 100,000 shares to 450,000. For shares issued under the Stock Incentive Plan, the associated compensation expense is generally recognized equally over the vesting periods established at the award date and is subject to the employee’s continued employment by the Company.

 

18
17

There were 7,2242,000 restricted shares granted during the ninethree months ended JanuaryJuly 31, 2020 and 3,000 restricted shares granted during the ninethree months ended JanuaryJuly 31, 2019. A total of 99,30392,199 shares remained available for award at JanuaryJuly 31, 2020. There were 186,724186,828 unvested restricted shares outstanding as of JanuaryJuly 31, 2020 with a weighted average grant date fair value of $48.48.$49.88.

 

As of JanuaryJuly 31, 2020, the Company had approximately $6.6$6.2 million of total unrecognized compensation cost related to unvested awards granted under the Stock Incentive Plan, which the Company expects to recognize over a weighted-average remaining period of 6.46.1 years. The Company recorded compensation cost of approximately $798,000$281,000 ($611,000215,000 after tax effects) and $756,000$271,000 ($575,000201,000 after tax effects) related to the Restated Incentive Plan during the ninethree months ended JanuaryJuly 31, 2020 and 2019, respectively.

 

There were no modifications to any of the Company’s outstanding share-based payment awards during fiscal 20192020 or during the first ninethree months of fiscal 2020.

2021.

 

J – Commitments and Contingencies

 

The Company has entered into operating leases for approximately 81%85% 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. Rent expense for all operating leases amounted to approximately $5.1$2.0 million for the nine monthsquarter ended JanuaryJuly 31, 2020 and $5.0$1.7 million for the prior year period.quarter ended July 31, 2019.

 

Scheduled amounts and timing of cash flows arising from operating lease payments as of JanuaryJuly 31, 2020, discounted at the weighted average interest rate in effect on Aprilas of July 30, 2019 2020 of approximately 4.73%4.34%, are as follows:

 

Maturity of lease liabilities  
2020 (remaining) $1,644 
2021  6,053 
2022  5,889 
2023  5,875 
2024  5,351 
Thereafter $24,457 
Total undiscounted operating lease payments  49,269 
Less: imputed interest  (10,022)
Present value of operating lease liabilities $39,247 

Maturity of lease liabilities

    

2021 (remaining)

 $5,150 

2022

  6,917 

2023

  6,843 

2024

  6,322 

2025

  6,139 

Thereafter

 $56,888 

Total undiscounted operating lease payments

  88,259 

Less: imputed interest

  (22,939)

Present value of operating lease liabilities

 $65,320 

 

The Company has onea standby letter of credit relating to an insurance policy totaling $250,000 at JanuaryJuly 31, 2020.

 

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 as described in the Treasury Regulations. For financial accounting purposes, these transactions are eliminated in consolidation, and a deferred income 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. 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.

 

19
18

K- SupplementalSupplemental Cash Flow Information

 

Supplemental cash flow disclosures are as follows:

 

  Nine Months Ended
January 31,
(in thousands) 2020 2019
Supplemental disclosures:        
Interest paid $6,566  $5,191 
Income taxes paid, net  8,652   7,050 
         
Non-cash transactions:        
Inventory acquired in repossession and payment protection plan claims  38,325   37,406 
Net settlement option exercises  1,224   2,359 

  

Three Months Ended
July 31,

 

(in thousands)

 

2020

  

2019

 

Supplemental disclosures:

        

Interest paid

 $2,030  $1,965 

Income taxes paid (refunds received), net

  3,962   78 
         

Non-cash transactions:

        

Inventory acquired in repossession and payment protection plan claims

  10,335   11,671 

Net settlement option exercises

  0   489 

 

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

 

The following discussion should be read in conjunction with the Company's Condensed Consolidated Financial Statements and notes thereto appearing elsewhere in this report.

 

Forward-LookingForward-Looking Information

 

This Quarterly Report on Form 10-Q contains “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;
performance of new dealerships;
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 collection results, including, but not limited to, collections during income tax refund periods;
seasonality;
compliance with tax regulations;
the Company’s business and growth strategies;
financing the majority of growth from profits; and
having adequate liquidity to satisfy its capital needs.

new dealership openings;

performance of new dealerships;

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 collection results, including, but not limited to, collections during income tax refund periods;

seasonality;

compliance with tax regulations;

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 and in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2019,2020, 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;
ability to attract, develop and retain qualified general managers;
availability of quality vehicles at prices that will be affordable to customers;
changes in consumer finance laws or regulations, including, but not limited to, rules and regulations that have recently been enacted or could be enacted by federal and state governments;

business and economic disruptions and uncertainty resulting from the COVID-19 pandemic and efforts to mitigate the financial impact and health risks associated with the pandemic;

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;

ability to attract, develop and retain qualified general managers;

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

changes in consumer finance laws or regulations, including, but not limited to, rules and regulations that have recently been enacted or could be enacted by federal and state governments;

19

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;

 

business

security breaches, cyber-attacks, or fraudulent activity; and economic uncertainty associated with

the developing situation with the novel coronavirus;ability to successfully identify, complete and integrate new acquisitions.

security breaches, cyber-attacks, or fraudulent activity.

20

 

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.

 

Overview

 

America’s Car-Mart, Inc., a Texas corporation initially formed in 1981 (the “Company”), is one of the largest publicly held automotive retailers in the United States focused exclusively on the “Integrated Auto Sales and Finance” segment of the used car market. 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”). References to the Company include the Company’s consolidated subsidiaries. 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 JanuaryJuly 31, 2020, the Company operated 145150 dealerships located primarily in small cities throughout the South-Central United States.

 

The Company has grown its revenues between 3% and 13% per year over the last ten fiscal years (8% on average).  Growth results from same dealership revenue growth and the addition of new dealerships.  Revenue increased 11.5%9.3% for the first ninethree months of fiscal 20202021 compared to the same period of fiscal 20192020 due to a 9.6%15.2% increase in interest income and a 4.7%12.2% increase in the average retail sales price, andpartially offset by a 6.6% increase2.8% decrease in the number of retail units sold.  The first quarter sales volumes were impacted due to reduced inventory levels and lower customer traffic both because of the economic effect of the pandemic. 

COVID-19 has had an impact on the availability and prices of the vehicles the Company purchases. Auctions and other wholesale outlets have been closed, forced to operate at limited capacity, or converted to online. The timing and duration of these closures could continue to impact the pricing and availability of product. The Company constantly reviews and adjusts purchasing avenues in order to obtain an appropriate flow of vehicles.  As a result of the decreased available supply of lower cost units and high demand, inventory purchase costs remained elevated during the first quarter.  The Company was also able to take advantage of recent efforts by rental car companies to reduce their fleets, allowing us to acquire some newer model, lower mileage vehicles. 

 

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 from approximately 25%24.8% in fiscal 20192020 to 28.7% in fiscal 2017 (average of 27.7%26.9%). For the first nine months of fiscal 2020,While credit losses as a percentage of sales have improved in each of the past three fiscal years as improvements in collection processes and higher recovery rates on repossessions progressively offset continuing competitive pressures, the Company’s credit loss results were 23.5%, compared to 25.9% fornegatively impacted during the first nine monthsfourth quarter of fiscal 2019. The decrease in2020 by the provisionimpacts of COVID-19, including the Company’s suspension of certain collection activities, such as repossession efforts, for a period of time and the Company’s decision to increase the allowance for credit losses as a percentageresult of sales is primarily duethe pandemic. Although the Company’s collection efforts returned to a higher percentage of collections of finance receivables, resulting from the improved and consistent efforts in the collections process. A decrease to the allowance for credit losses from 25% to 24.5% was made innormal operating procedures during the first quarter of fiscal 2020, which resulted2021, resulting in a $2.6 million creditimproved delinquencies, there continues to be much uncertainty caused by COVID-19 and its potential impact on customers, collections, repossessions and the provision for credit losses.overall economic environment as we move forward.

 

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 more mature dealerships have more repeat customers and, on average, repeat customers are a better credit risk than non-repeat customers. A substantial factor affecting the Company’s credit loss experience in recent years has beenCredit losses can also be impacted by competition for used vehicle financing. To a lesser extent, negativefinancing and macro-economic issues can but do not always adversely impact credit loss results because the Company provides basic affordable transportation which in many cases is not a discretionary expenditure for customers. In recent years, the Company believes that competition for used vehicle financingfactors, such as overall unemployment levels, personal income levels and general inflation, particularly within staple items such as groceries and gasoline, as well as overall unemployment levels and stagnant personal income levelsgasoline. However, negative macro-economic conditions do not always lead to higher credit loss results for the Company’s customer base, have negatively affectedCompany because the Company’s collections results and charge-offs. These factors, however, have stabilized within the past two fiscal years and remained stable during the first nine months of fiscal 2020.Company provides basic affordable transportation which for many customers is not a discretionary expenditure.

 

In an ongoing effort to reduce credit losses, improve collection levels and operate more efficiently, the Company continues to look for improvements to its business practices, including better underwriting and better collection procedures. The Company has a proprietary credit scoring system which enables the Company to monitor the quality of contracts. Corporate office personnel monitor proprietary credit scores and work with dealerships when the distribution of scores falls outside of prescribed thresholds. The Company has implementedutilizes credit reporting and the use of GPS units on vehicles. Additionally, the Company places significant focus on the collection area; the Company’s training department continues to spend significant time and effort on collections improvements. The Chief Operating Officervice president of collections services oversees the collections department and provides timely oversight and additional accountability on a consistent basis. In addition, the Company has a vice presidentdirector of collection services who assists with managing the Company’s servicing and collections practices and provides additional monitoring and training. The Company believes that the proper execution of its business practices is the single most important determinant of its long-term credit loss experience.

 

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Historically, the Company’s gross margin as a percentage of sales has been fairly consistent from year to year. Overyear at approximately 40% or 41% over each of the previous five fiscal years, the Company’s gross margins as a percentage of sales ranged between approximately 40% and 42%.years. The Company’s gross margin is based upon the cost of the vehicle purchased, with lower-priced vehicles typically having higher gross margin percentages, and is also affected by the percentage of wholesale sales to retail sales, which relates for the most part to repossessed vehicles sold at or near cost. GrossThe gross margin percentage decreased in recent years has been negatively affected by the increasefiscal 2020 to 40.5% from 41.4% in the average retail sales price (a function of a higher purchase price and efforts to purchase higher quality vehicles) and higher operating costs, mostly related to increased vehicle repair costs and higher fuel costs. For the first nine months ofprior fiscal 2020 theyear, while gross margin was 40.5% of sales compared to 41.6% for the first nine months of fiscal 2019. The decrease in gross profitdollars per retail until sold increased by $172, primarily as a percentage of sales was primarily a result of the Company selling on average a higher average selling price duepriced vehicle in fiscal 2020. The gross margin increased in the first quarter 2021 to a focus to increase41.7% from 40.8% in the quality of vehicles and overall strengths of used car values in our markets. Gross profitprior year quarter, while gross margin dollars per retail unit sold increased $103,by $693, or 2.1%14.2%, primarily resulting from improved wholesale margins and reduced expenses of the payment protection plan product. When purchase costs increase, the margin between the purchase cost and the sales price of the vehicles we sell narrows as a percentage to $4,921keep prices affordable for our customers, therefore, the nine months ended January 31, 2020, compared to January 31, 2019. The Company expects that increasing vehicle purchase costs and sales prices will continue to put pressure on its gross margin percentage will continue to remain in the historical range over the near term.

 

Hiring, training and retaining qualified associates is critical to the Company’s success. The extent to which the Company is able to add new dealerships and 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 for dealership manager positions. The Company expects to continue to invest in the development of its workforce.

 

 

 

 

 

 

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Three months ended JanuaryJuly 31, 20202020 vs. Three months ended JanuaryJuly 31, 20192019

 

Consolidated Operations

(Operating Statement Dollars in Thousands)

 

      % Change As a % of Sales
  Three Months Ended
January 31,
 2020
vs.
 Three Months Ended
January 31,
  2020 2019 2019 2020 2019
Revenues:          
Sales $163,253  $139,803   16.8%  100.0   100.0 
Interest income  23,481   21,251   10.5   14.4   15.2 
Total  186,734   161,054   15.9         
                     
Costs and expenses:                    
Cost of sales, excluding depreciation shown below  97,504   81,740   19.3   59.7   58.5 
Selling, general and administrative  30,331   26,488   14.5   18.6   18.9 
Provision for credit losses  40,233   35,555   13.2   24.6   25.4 
Interest expense  2,024   2,110   (4.1)  1.2   1.5 
Depreciation and amortization  975   985   (1.0)  0.6   0.7 
Gain on disposal of property and equipment  -   (100)  (100.0)  -   (0.1)
Total  171,067   146,778   16.5         
                     
Pretax income $15,667  $14,276       9.6   10.2 
                     
Operating Data:                    
Retail units sold  13,314   11,963             
Average stores in operation  145   143             
Average units sold per store per month  30.6   27.9             
Average retail sales price $11,750  $11,146             
Gross profit per retail unit $4,938  $4,854             
Same store revenue change  15.1%  8.5%            
                     
Period End Data:                    
Stores open  145   143             
Accounts over 30 days past due  3.6%  3.2%            

          

% Change

  

As a % of Sales

  

Three Months Ended
July 31,

  

2020

vs.

  

Three Months Ended
July 31,

   2020   2019   2019   2020   2019 

Revenues:

                    

Sales

 $162,799  $150,074   8.5

%

  100.0   100.0 

Interest income

  25,112   21,804   15.2   15.4   14.5 

Total

  187,911   171,878   9.3         
                     

Costs and expenses:

                    

Cost of sales, excluding depreciation shown below

  94,874   88,885   6.7   58.3   59.2 

Selling, general and administrative

  28,757   28,671   0.3   17.7   19.1 

Provision for credit losses

  36,084   31,475   14.6   22.2   21.0 

Interest expense

  1,719   2,004   (14.2)  1.1   1.3 

Depreciation and amortization

  938   967   (3.0)  0.6   0.6 

Loss on disposal of property and equipment

  -   37   -   -   - 

Total

  162,372   152,039   6.8         
                     

Pretax income

 $25,539  $19,839       15.7   13.2 
                     

Operating Data:

                    

Retail units sold

  12,176   12,523             

Average stores in operation

  148   144             

Average units sold per store per month

  27.4   29.0             

Average retail sales price

 $12,800  $11,410             

Gross profit per retail unit

 $5,579  $4,886             

Same store revenue change

  5.5%  3.3%            
                     

Period End Data:

                    

Stores open

  150   145             

Accounts over 30 days past due

  2.6%  3.8%            

 

Revenues increased by approximately $25.7$16.0 million, or 15.9%9.3%, for the three months ended JanuaryJuly 31, 2020 as compared to the same period in the prior fiscal year. The increase resulted from revenue growth at dealerships that operated a full three months in both current and prior year quarter ($24.29.5 million) and revenue growth from dealerships opened during or after the prior year quarter ($2.36.6 million), partially offset by the loss of revenues from dealerships closed during or after the quarter ended JanuaryJuly 31, 2019 ($758,000)97,000). Interest income increased approximately $2.2$3.3 million for the three months ended JanuaryJuly 31, 2020, as compared to the same period in the prior fiscal year, due to the $55.9$78.6 million increase in average finance receivables.

 

Cost of sales, as a percentage of sales, increaseddecreased to 59.7%58.3% for the three months ended JanuaryJuly 31, 2020 compared to 58.5%59.2% for the same period of the prior fiscal year, resulting in a gross margin as a percentage of sales of 40.3%41.7% for the current year period compared to 41.5%40.8% for the prior year period. The lowerhigher gross margin percentage primarily relates to the increase in average retail sales priceimproved wholesale margins, due to the increased qualitystrong demand and low supply of vehicles purchased for resalelower priced units, and overall strengthreduced expenses of used car values in our markets.the payment protection plan product.

 

Gross margin as a percentage of sales is significantly impacted by the average retail sales price of the vehicles the Company sells, which is largely a function of the Company’s purchase cost.  The average retail sales price for the thirdfirst quarter of fiscal 20202021 was $11,750,$12,800, a $604$1,390 increase over the prior year quarter.  The Company’s purchase costs remain relatively high from a combination of a strategic management decision to purchase higher quality vehicles for our customers and consumer demand for the types of vehicles the Company purchases for resale and a strategic management decisioncoupled with the tightened supply of vehicles due to purchase higher qualitythe impact of COVID-19.  The Company was also able to take advantage of recent efforts by rental car companies to reduce their fleets allowing us to acquire some newer model, lower mileage vehicles at affordable prices for our customers.  When purchase costs increase, the margin between the purchase cost and the sales price of the vehicles we sell narrows as a percentage because the Company must offer affordable prices to our customers.  Therefore, we continue to focus efforts on minimizing the average retail sales price of our vehicles in order to help keep contract terms shorter, which helps customers maintain appropriate equity in their vehicles and reduces credit losses and resulting wholesale volumes.

 

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Selling, general and administrative expenses, as a percentage of sales, were 18.6%17.7% for the three months ended JanuaryJuly 31, 2020, a decrease of 0.3%1.4% from the same period of the prior fiscal year. Selling, general and administrative expenses are, for the most part, more fixed in nature. In dollar terms, overall selling, general and administrative expenses increased approximately $3.8 million$86,000 in the thirdfirst quarter of fiscal 20202021 compared to the same period of the prior fiscal year. The majority of this increase is inAs a reaction to COVID-19, the payrollCompany significantly reduced expenses, including part-time and benefits area for additional associate count and continued investment in pay, benefits and training,hourly payroll, as well as a $357,000 increase in stock compensation.other non-associate related expenses, which continued through most of the first quarter of fiscal 2021. All associates are now back to normal working hours and the Company is moving forward with the investments and initiatives that were implemented pre-pandemic. The Company continues to focus on controlling costs, while at the same time ensuring a solid infrastructure to ensure a high level of support for our customers.

 

Provision for credit losses as a percentage of sales was 24.6%22.2% for the three months ended JanuaryJuly 31, 2020 compared to 25.4%21.0% for the three months ended JanuaryJuly 31, 2019.  Net charge-offs as a percentage of average finance receivables were 5.9%4.8% for the three months ended JanuaryJuly 31, 2020 and 6.2%5.4% for the prior year period.  TheDuring the first quarter of fiscal 2020, the Company recorded a decrease to the allowance for credit losses from 25% to 24.5%, which resulted in a $2.6 million (1.7% of sales) credit to the provision for credit losses, iscontributing to the lower provision for credit losses as a percentage of sales.  Provision for credit losses as a percentage of sales for the first quarter of fiscal 2021 were improved primarily due to increased early payoffs and a lower frequency of chargeoffs positively impacted by the hard work of our associates helping customer through the pandemic and the additional CARES Act enhanced unemployment payments.  Based on the uncertainty regarding how the COVID-19 pandemic will impact collections and charge-offs going forward, management increased the allowance for credit losses at April 30, 2020 to 26.5% from 24.5%, and maintained an allowance for credit losses at 26.5% for the first quarter fiscal 2021. Although delinquencies have improved since yearend, the uncertainty of the COVID-19 impact on the economy and unemployment could affect our collections and past due to improved and consistent collections practices.receivables going forward. The Company believes that the proper execution of its business practices remains the single most important determinant of its long-term credit loss experience.

 

Interest expense as a percentage of sales decreased slightly to 1.2%1.1% for the three months ended JanuaryJuly 31, 2020, compared to 1.5%1.3% for the prior year period. Interest expense overall decreased $86,000,$285,000, primarily due to the decrease in interest rates.

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Nine months ended January 31, 2020 vs. Nine months ended January 31, 2019

Consolidated Operations

(Operating Statement Dollars in Thousands)

      % Change As a % of Sales
  Nine Months Ended
January 31,
 2020
vs.
 Nine Months Ended
January 31,
  2020 2019 2019 2020 2019
           
Revenues:                    
Sales $481,070  $430,315   11.8%  100.0   100.0 
Interest income  67,852   61,925   9.6   14.1   14.4 
Total  548,922   492,240   11.5         
                     
Costs and expenses:                    
Cost of sales, excluding depreciation shown below  286,215   251,274   13.9   59.5   58.4 
Selling, general and administrative  87,298   79,068   10.4   18.1   18.4 
Provision for credit losses  112,885   111,619   1.1   23.5   25.9 
Interest expense  6,109   5,895   3.6   1.3   1.4 
Depreciation and amortization  2,913   2,949   (1.2)  0.6   0.7 
Loss (gain) on disposal of property and equipment  39   (88)  (144.3)  -   - 
Total  495,459   450,717   9.9         
                     
Pretax income $53,463  $41,523       11.1%  9.6%
                     
Operating Data:                    
Retail units sold  39,600   37,163             
Average stores in operation  145   141             
Average units sold per store per month  30.3   29.3             
Average retail sales price $11,587  $11,062             
Gross profit per retail unit $4,921  $4,818             
Same store revenue change  9.8%  10.5%            
                     
Period End Data:                    
Stores open  145   143             
Accounts over 30 days past due  3.6%  3.2%            

Revenues increased by approximately $56.7 million, or 11.5%, for the nine months ended January 31, 2020 as compared to the same period in the prior fiscal year. The increase resulted from revenue growth at dealerships that operated a full nine months in both current and prior year period ($47.4 million) and revenue growth from dealerships opened during or after the prior year quarter ($11.7 million), partially offset by the loss of revenues from dealerships closed during or after the quarter ended January 31, 2019 ($2.4 million). Interest income increased approximately $5.9 million for the nine months ended January 31, 2020, as compared to the same period in the prior fiscal year due to the $47.2 million increase in average finance receivables.

Cost of sales, as a percentage of sales, increased to 59.5% for the nine months ended January 31, 2020 compared to 58.4% for the same period of the prior fiscal year, resulting in a gross margin as a percentage of sales of 40.5% for the current year period compared to 41.6% for the prior year period. The lower gross margin percentage primarily relates to the increase in average retail sales price due to the increased quality of vehicles purchased for resale and overall strength of used car values in our markets. The average retail sales price for the nine months ended January 31, 2020 was $11,587, a $525 increase over the prior year period.

Selling, general and administrative expenses, as a percentage of sales, were 18.1% for the nine months ended January 31, 2020, a decrease of 0.3% from the same period of the prior fiscal year. In dollar terms, overall selling, general and administrative expenses increased approximately $8.2 million in the nine months ended January 31, 2020, compared to the same period of the prior fiscal year. The majority of this increase is in the payroll and benefits area, including stock-based compensation, as we continue to invest in our associates as we train, develop and recruit qualified associates, all in an effort to provide excellent customer service, as well as additional bonus and commissions related to the higher net income levels as several of our associates (especially the general managers) are compensated on net income.

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Provision for credit losses as a percentage of sales was 23.5% for the nine months ended January 31, 2020 compared to 25.9% for the nine months ended January 31, 2019. Net charge-offs as a percentage of average finance receivables were 17.5% for the nine months ended January 31, 2020 and 19.2% for the prior year period. The decrease in the provision for credit losses as a percentage of sales is primarily due to a higher percentage of collections of finance receivables, a lower level of modifications, increased early payoffs and improved and consistent collections practices. As a result of the improved credit results, a decrease to the allowance for credit losses from 25% to 24.5% was made in the first quarter of fiscal 2020, which resulted in a $2.6 million credit to the provision for credit losses.

Interest expense as a percentage of sales decreased slightly to 1.3% for the nine months ended January 31, 2020, compared to 1.4% for the same period of the prior fiscal year. Although interest expense as a percentage of sales remained relatively flat, interest expense increased $214,000, primarily due to a 5.8% increase in average borrowings.

 

Financial Condition

 

The following table sets forth the major balance sheet accounts of the Company as of the dates specified (in thousands):

 

  

July 31, 2020

  

April 30, 2020

 

Assets:

        

Finance receivables, net

 $482,528  $466,141 

Inventory

  56,220   36,414 

Property and equipment, net

  32,053   30,140 
         

Liabilities:

        

Accounts payable and accrued liabilities

  37,789   32,846 

Income tax payable, net

  4,761   3,841 

Deferred revenue

  36,515   36,121 

Deferred tax liabilities, net

  14,071   12,979 

Debt facilities

  214,283   215,568 

  January 31, 2020 April 30, 2019
Assets:        
Finance receivables, net $467,255  $415,486 
Inventory  54,026   37,483 
Income taxes receivable, net  783   1,947 
Property and equipment, net  28,820   28,537 
         
Liabilities:        
Accounts payable and accrued liabilities  31,391   32,496 
Deferred revenue  34,958   31,959 
Deferred tax liabilities, net  15,827   14,259 
Debt facilities  184,300   152,918 

 

Since April 30, 2019,2020, finance receivables net, have increased 12.5%3.5%, while revenues have grown 11.5%9.3% compared to the prior year period.quarter. Historically, the growth in finance receivables has been slightly higher than overall revenue growth on an annual basis due to overall term length increases partially offset by improvements in underwriting and collection procedures in an effort to reduce credit losses. However, during the three months ended July 31, 2020, revenues have grown faster than finance receivables due to the increasing retail price and increased finance receivables collections.

 

During the first ninethree months of fiscal 2020,2021, inventory increased by $16.5$19.8 million compared to inventory at April 30, 2019.2020. Inventory levels as of April 30, 2020 were low due to COVID-19 uncertainty, as the Company held off on inventory purchases for a period of time during the fourth quarter of fiscal 2020 to conserve cash flow for additional clarity on restrictions and sales volumes during the pandemic, and have since returned to more normal levels.  The Company also invested in some newer model, lower mileage vehicles obtained from rental car companies as they worked to reduce their fleets.  The Company strives to improve the quality of the inventory while maintaining inventory levels to ensure adequate supply of vehicles, in volume and mix, and to meet and attract sales demand.

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Income taxes receivable,payable, net, was $783,000$4.8 million at JanuaryJuly 31, 2020 as compared to $1.9income taxes payable, net of $3.8 million at April 30, 2019,2020, primarily due to credits from the prior year being used or refunded.timing of quarterly tax payments and the increased net income levels.

 

Property and equipment, net, increased by $283,000$1.9 million at JanuaryJuly 31, 2020 as compared to property and equipment, net, at April 30, 2019.2020. The Company added $3.2incurred $2.9 million in capital expenditures to open new dealerships, refurbish and expand existing locations, partially offset by $2.9 million of$938,000 in depreciation expense.

  

Accounts payable and accrued liabilities decreasedincreased by $1.1$4.9 million during the first ninethree months of fiscal 20202021 as compared to accounts payable and accrued liabilities at April 30, 2019,2020, related primarily to the adoptionincrease in inventory and the deferral of ASU 2016-02, Leases,the employer’s share of social security and payroll taxes as deferred rent is no longer included in accrued liabilities but is included inpermitted under the lease liability.

CARES Act.

Deferred revenue increased $3.0 million$394,000 at JanuaryJuly 31, 2020 as compared to April 30, 2019,2020, primarily resulting from increased sales of the payment protection plan product and service contracts.

 

Deferred income tax liabilities, net, increased approximately $1.6$1.1 million at JanuaryJuly 31, 2020 as compared to April 30, 2019,2020, due primarily to stock compensation.the increase in finance receivables and utilization of the business interest deduction.

 

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 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 the first ninethree months of fiscal 2020,2021, the Company funded finance receivables growth of $64.2$22.2 million, inventory growth of $16.5$19.8 million, and capital expenditures of $3.2 million, and common stock repurchases of $15.8$2.9 million with income from operations and a $31.3$7.7 million increase in total debt.debt, net of cash. The Company did not repurchase any shares of its common stock during the first quarter of fiscal 2021 due to the continued uncertainty surrounding the impact of the COVID-19 pandemic.

 

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Liquidity and Capital Resources

 

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

 

  Nine Months Ended
January 31,
  2020 2019
Operating activities:        
Net income $42,084  $33,059 
Provision for credit losses  112,885   111,619 
Losses on claims for payment protection plan  13,141   12,148 
Depreciation and amortization  2,913   2,949 
Stock based compensation  3,150   2,270 
Finance receivable originations  (446,093)  (399,089)
Finance receivable collections  229,973   206,620 
Inventory  21,782   32,194 
Accounts payable and accrued liabilities  1,116   1,320 
Deferred payment protection plan revenue  2,199   925 
Deferred service contract revenue  800   (108)
Income taxes, net  (174)  (1,723)
Deferred income taxes  1,568   1,609 
Accrued interest on finance receivables  (255)  (267)
Other  1,482   1,319 
Total  (13,429)  4,845 
         
Investing activities:        
Purchase of property and equipment  (3,244)  (3,042)
Proceeds from sale of property and equipment  9   - 
Total  (3,235)  (3,042)
         
Financing activities:        
Revolving credit facilities, net  32,024   18,828 
Payments on note payable  (374)  (284)
Change in cash overdrafts  (222)  814 
Debt issuance costs  (459)  (372)
Purchase of common stock  (15,823)  (24,087)
Dividend payments  (30)  (30)
Exercise of stock options and issuance of common stock  1,879   3,930 
Total  16,995   (1,201)
         
Increase in cash $331  $602 

  

Three Months Ended
July 31,

 
  

2020

  

2019

 

Operating activities:

        

Net income

 $19,564  $15,511 

Provision for credit losses

  36,084   31,475 

Losses on claims for payment protection plan

  3,939   4,230 

Depreciation and amortization

  938   967 

Stock based compensation

  2,320   1,620 

Finance receivable originations

  (148,879)  (137,855)

Finance receivable collections

  82,134   74,355 

Inventory

  (9,471)  4,503 

Accounts payable and accrued liabilities

  3,575   (1,387)

Deferred payment protection plan revenue

  398   464 

Deferred service contract revenue

  (4)  135 

Income taxes, net

  829   3,100 

Deferred income taxes

  1,092   873 

Accrued interest on finance receivables

  427   (240)

Other

  (344)  157 

Total

  (7,398)  (2,092)
         

Investing activities:

        

Purchase of property and equipment

  (2,851)  (1,010)

Total

  (2,851)  (1,010)
         

Financing activities:

        

Revolving credit facilities, net

  (1,214)  5,830 

Payments on note payable

  (151)  (125)

Change in cash overdrafts

  1,466   1,890 

Purchase of common stock

  -   (4,715)

Dividend payments

  (10)  (10)

Exercise of stock options and issuance of common stock

  1,216   120 

Total

  1,307   2,990 
         

Decrease in cash

 $(8,942) $(112)

 

The primary drivers of operating profits and cash flows include (i) top line sales (ii) interest income on finance receivables, (iii) gross margin percentages on vehicle sales, and (iv) credit losses, a significant portion of which relates to the collection of principal on finance receivables. The Company generates cash flow 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.

 

27

Cash flows from operations for the ninethree months ended JanuaryJuly 31, 2020 compared to the same period in the prior fiscal year decreased primarily as a result of (i) larger inventory purchases, (ii) larger finance receivablesreceivable originations, and (iii) a smaller increase in income taxes payable, as compared to the prior year period, partially offset by (i) larger finance receivable collections, (ii) a larger increase in inventory,accounts payable and accrued liabilities, as compared to the prior year period (iii) a decrease in stock option exercises and issuance of common stock, partially offset by (i) improved finance receivables collections, (ii) anlarger increase in revolvingthe provision for credit facilities, (iii) an increase in net income,losses, and (iv) decrease in common stock repurchases.a larger net income. Finance receivables, net, increased by $51.8$16.4 million from April 30, 20192020 to JanuaryJuly 31, 2020.

25

 

The purchase price the Company pays for a vehicle has a significant effect on liquidity and capital resources. 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 payments must remain affordable within their individual budgets.  Several external factors can negatively affect the purchase cost of vehicles. Decreases in the overall volume of new car sales, particularly domestic brands, lead to decreased supply in the used car market. Also, constrictions in consumer credit, as well as general economic conditions, can increase overall demand for the types of vehicles the Company purchases for resale as used vehicles become more attractive than new vehicles in times of economic instability.  A negative shift in used vehicle supply, combined with strong demand, results in increased used vehicle prices and thus higher purchase costs for the Company.  These factors have caused purchase costs to increase generally over the last five years.  In addition, management hasThe tightened supply of vehicles due to the impact of COVID-19, including lower repossessions and auction closings, have contributed to recent price increases. The Company also made effortssome purchases from rental car companies as they reduced their fleets, allowing us to purchase higher quality vehicles in recent periods,a newer model, lower mileage vehicle which has alsocontributed to the increased purchase costs.cost.  The higher vehicle purchase costs resulted in an increase in the average sales price of $525,$1,390, or 4.7%12.2%, during the first ninethree months of fiscal 20202021 compared to the same period in the prior fiscal year. Management expects the supply of vehicles to remain tight during the near term and along with efforts to purchase higher quality vehicles, to result in further modest increases in vehicle purchase costs, with strong new car sales levels in recent years helping to provide additional supply and mitigate expected cost increases.costs.

 

The Company believesanticipates that the amount of credit available for the sub-prime auto industry has remained elevated for severalwill continue to remain relatively consistent with levels in recent years and management expects the availability of consumer credit within the automotive industry to continue at current levels over the near term. This is expected towill contribute to continued strong overall demand for most, if not all, of the vehicles the Company purchases for resale. Increased competition resulting from availability of funding to the sub-prime auto industry can result inhas contributed to lower down payments and longer terms, which can have had a negative effect on collection percentages, liquidity and credit losses.losses when compared to historical periods. However, COVID-19 and the resulting economic changes substantially affected consumer behavior during the last two quarters and could have a long-term impact on the availability of credit and consumer demand depending on the duration and severity of the pandemic and resulting economic disruption. 

 

The Company’s liquidity is also impacted by our credit losses.  Macro-economic factors such as inflation within groceries and other staple items, as well as overall unemployment levels, can also affect the Company’s collection results, credit losses and resulting liquidity.  The long-term economic impact of the COVID-19 pandemic and the resulting effects on the Company’s collections and credit loss results remains uncertain.  The Company anticipates that despite generally positive overall economic trends, the challenges facing the Company’s customer base and the economic uncertainty related to COVID-19 coupled with the extended terms and decreased recovery rates, will continuecould result in increased credit losses.  The Company continues to weigh ontostrive to reduce credit losses in spite of the near term. Management continues to focuscurrent economic challenges by improving deal structures  and  focusing on improved execution at the dealership level, specifically as related to working individually with customers to address collection issues in an effort to offset the consistent macro-economic challenges facing the Company’s customers and availability of competitive funding in the sub-prime auto industry.issues.

 

The Company has generally leased the majority of the properties where its dealerships are located. As of JanuaryJuly 31, 2020, the Company leased approximately 81%85% 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 restrict distributions by the Company to its shareholders. The distribution limitations under the credit facilities allow the Company to repurchase the Company’sshares of its common stock so long as either: (a) the aggregate amount of such repurchases after September 30, 2019 does not exceed $50 million, net of proceeds received from the exercise of stock options and the total availability under the credit facilities is equal to or greater than 20% of the sum of the borrowing bases, in each case after giving effect to such repurchases (repurchases under this item are excluded from fixed charges for covenant calculations), 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 Company’s stock repurchases, at least 12.5% of the aggregate funds committed under the credit facilities remainremains available. Thus, although the Company currently does routinely repurchase stock, the Company is limited in its ability to pay dividends or make other distributions to its shareholders without the consent of the Company’s lenders.

 

At JanuaryJuly 31, 2020, the Company had approximately $2.1$50.6 million of cash on hand and approximately an additional $56$26 million of availability under its revolving credit facilities (see Note F to the Condensed Consolidated Financial Statements).  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 or fixed interest term loans. The Company’s revolving credit facilities mature in September 2022. 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.

 

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The Company expects to use cash from operations and borrowings to (i) grow its finance receivables portfolio, (ii) purchase property and equipment of approximately $6.5 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.  Although the Company routinely repurchases its common stock, there were no repurchases made in the first quarter of fiscal 2021 due to the uncertainty of the pandemic.

 

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

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Contractual Payment Obligations

 

There have been no material changes outside of the ordinary course of business in the Company’s contractual payment obligations from those reported at April 30, 20192020 in the Company’s Annual Report on Form 10-K.

 

Off-Balance Sheet Arrangements

 

The Company has onea standby letter of credit relating to an insurance policy totaling $250,000 at JanuaryJuly 31, 2020.

 

Other than its operating leases and the letter of credit, 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 as described in the Treasury Regulations. For financial accounting purposes, these transactions are eliminated in consolidation and a deferred income 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 274287 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.

 

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 or interest as of JanuaryJuly 31, 2020.

 

Critical Accounting Policies

 

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 accompanying Condensed Consolidated Financial Statements 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 Condensed Consolidated Financial Statements.

 

The Company maintains an allowance for credit losses on an aggregate basis at a level it considers sufficient to cover estimated losses inherent in the portfolio atover the balance sheet dateremaining contractual lives in the collection of its finance receivables currently outstanding.  At JanuaryJuly 31, 2020, the weighted average total contract term was 32.533.9 months with 23.624.9 months remaining. The reserve amount in the allowance for credit losses at JanuaryJuly 31, 2020, $140.3$160.8 million, was 24.5%26.5% of the principal balance in finance receivables of $607.5$643.3 million, less unearned payment protection plan revenue of $23.6$24.9 million and unearned service contract revenue of $11.4$11.6 million.

29

 

The estimated reserve amount is the Company’s anticipated future net charge-offs for losses incurred throughover the balance sheet date.remaining contractual lives. 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 from one year to five years.

The number of units repossessed or charged-off as a percentage of total units financed over specific historical periods of time from one year to five years.

 

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 for the eighteen-month period ended January 31, 2020 was 12.7 months.

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 for the eighteen-month period ended July 31, 2020 was 12.8 months.

 

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

27

 

A point estimate is produced by this analysis which is then supplemented by any positive or negative subjective factorsreasonable and supportable forecasts about the future to arrive at an overall reserve amount that management considers to be a reasonable estimate of losses inherent in the portfolio atover the balance sheet dateremaining contractual lives that will be realized via actual charge-offs in the future. The Company considers macro-economic factors such as higher unemployment levels, higher gasoline prices and higher prices for staple items to develop reasonable and supportable forecasts for the following twelve-month period. 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.  While challenging economic conditions can negatively impact credit losses, the effectiveness of the execution of internal policies and procedures within the collections area and the competitive environment on the funding side have 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 adjustment of $5.7$6.1 million.

 

AsIn the first quarter of fiscal 2020, the Company reduced its allowance for credit losses from 25.0% to 24.5% as a result of the improvements in our net charge-offschargeoffs as a percentage of average receivables, the quality of the portfolio and ourthe allowance analysis, a decreaseanalysis. However, due to how the COVID-19 pandemic impacted collections and charge-offs, management decided to increase the allowance for credit losses at April 30, 2020 to 26.5% from 25% to 24.5% was made. The deterioration in economic conditions as a result of COVID-19 could result in additional future credit losses that may not be fully reflected in the first quarter of fiscal 2020, which resulted in a $2.6 million credit to the provisionallowance for credit losses, a $2.0 million after tax increase to net income.losses.

 

Recent Accounting PronouncementsPronouncements

 

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

 

Leases. In February 2016, the FASB issued ASU 2016-02, Leases. The new guidance requires that lessees recognize all leases, including operating leases, with a term greater than 12 months on-balance sheet and also requires disclosure of key information about leasing transactions. The guidanceAdopted in ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those years. The Company adopted this ASU and related amendments for its fiscal year beginning May 1, 2019 and elected certain practical expedients permitted under the transition guidance, including to retain the historical lease classification as well as relief from reviewing expired or existing contracts to determine if they contain leases. The adoption of this ASU and related amendments resulted in total assets and liabilities increasing $34.5 million at the time of adoption. The Company’s Consolidated Statements of Income and Consolidated Statements of Cash Flows were not materially impacted.Current Period

Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial InstrumentsCredit Losses (Topic 326). ASU 2016-13 requires financial assets such as loans to be presented net of an allowance for credit losses that reduces the cost basis to the amount expected to be collected over the estimated life. Expected credit losses will be measured based on historical experience and current conditions, as well as forecasts of future conditions that affect the collectability of the reported amount. ASU 2016-13 is effectiveOur allowance for annual reporting periodsloan loss calculation was modified to comply with these new requirements and adopted for our fiscal year beginning after December 15, 2019, and interim reporting periods within those years using a modified retrospective approach.May 1, 2020. The Company is currently evaluating the potential effects of the adoptiondid not incur a material impact to our financial statements as a result of this guidance on the consolidated financial statements but does not expect such impact to be material.adoption.

 

Cloud Computing ArrangementArrangement. . In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). ASU 2018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for annual reporting periods beginning after December 15, 2019, and interim reporting periods within those years. The Company is currently evaluatingdid not incur a material impact to our financial statements as a result of this adoption.

Effective in Future Periods

Reference Rate Reform. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform. The pronouncement provides optional guidance for a limited period of time to ease the potential effectsburden of the adoptionaccounting for reference rate reform. This guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The Company expects to utilize this optional guidance on the consolidated financial statements but does not expect suchthe impact to be material.

30

 

Seasonality

 

Historically, the Company’s third fiscal quarter (November through January) has been the slowest period for vehicle sales. Conversely, the Company’s first and fourth fiscal quarters (May through July and February through April) have historically been the busiest times for vehicle sales. Therefore, the Company generally realizes a higher proportion of its revenue and operating profit during the first and fourth fiscal quarters. Tax refund anticipation sales efforts during the Company’s third fiscal quarter have increased sales levels during the third fiscal quarter in some past years; however, due to the timing of actual tax refund dollars in the Company’s markets, these sales and collections have primarily occurred in the fourth quarter in each of the last four fiscal years. The Company expects this pattern to continue in future years.

 

28

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 3. 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 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.risk.   The Company’s exposure to changes in interest rates is primarily related to its debt obligations. The Company is exposed to changes in interest rates as a result of its revolving credit facilities. 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 $184.5$214.6 million outstanding under its revolving credit facilities at JanuaryJuly 31, 2020. The impact of a 1% increase in interest rates on this amount of debt would result in increased annual interest expense of approximately $1.8$2.1 million and a corresponding decrease in net income before income tax.

 

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 carry a fixed interest rate of 15% or 16.5% per annum (19.5% to 21.5% in Illinois), while its revolving credit facilities contain variable interest rates that fluctuate with market interest rates.

 

Item 4. Controls and Procedures

 

a)

Evaluation of Disclosure Controls and Procedures

 

Based on management’s evaluation (with the participation of the Company’s Chief Executive Officer and Chief Financial Officer), as of JanuaryJuly 31, 2020, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure.

 

b)

Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

31

PART II

 

Item 1. 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 1A. Risk Factors

 

Except as noted below, thereThere have been no material changes to the Company’s risk factors as previously disclosed in Item 1A to Part 1 of the Company’s Form 10-K for the fiscal year ended April 30, 2019.2020.

 

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, including as a result of the recent outbreak of the novel coronavirus, could adversely affect consumer demand 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 currently developing situation with the coronavirus and other the most recent global economic conditions on consumer demand in our markets or on the Company’s costs.

29

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The Company is authorized to repurchase shares of its common stock under its common stock repurchase program. The Board of Directors most recently approved, and the Company announced, on November 16, 2017 the authorization to repurchase up to an additional one million shares along with the balance remaining under its previous authorization approved in July 2016.

 

The following table sets forth information with respect to purchases made by or on behalf of the Company ofNo shares ofwere repurchased under the Company’s common stock repurchase program during the periods indicated:first quarter of fiscal 2021.

Issuer Purchases of Equity Securities
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)
November 1, 2019 through November 30, 2019  12,384   90.95   12,384   125,109 
December 1, 2019 through December 31, 2019  -   -   -   125,109 
January 1, 2020 through January 31, 2020  -   -   -   125,109 
Total  12,384   90.95   12,384     

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

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosure

 

Not applicable.

 

Item 5. Other Information

 

Not applicable.

32

 

Item 6. Exhibits

 

Exhibit
Number

Description of Exhibit

 

Exhibit
Number

3.1

 Description of Exhibit

3.1Articles of Incorporation of the Company, as amended. (Incorporated by reference to Exhibits 4.1-4.8 to the Company's Registration Statement on Form S-8 filed with the SEC on November 16, 2005 (File No. 333-129727)).

   

3.2

 

Amended and Restated Bylaws of the Company dated December 4, 2007. (Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2007 filed with the SEC on December 7, 2007).

   

3.3

 

Amendment No. 1 to the Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K filed with the SEC on February 19, 2014).

   
31.110.1 Amended and Restated Stock Option Plan (Incorporated by reference to Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the SEC on June 23, 2015).
10.2Amendment to Amended and Restated Stock Option Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2018).
10.3Amendment to Amended and Restated Stock Option Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 31, 2020).

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

   

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.

   

32.1

 

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   

101.INS

 

XBRL Instance Document

   

101.SCH

 

XBRL Taxonomy Extension Schema Document

   

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

   

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

   

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase Document

   

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

104Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101)

 

33
30

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 America’s Car-Mart, Inc.
By:   /s/ Jeffrey A. Williams
Jeffrey A. Williams
President and Chief Executive Officer
(Principal Executive Officer)
 
    
 By:  /s/ Jeffrey A. Williams
Jeffrey A. Williams
President and Chief Executive Officer
(Principal Executive Officer)
 By:  /s/ Vickie D. Judy
 
  Vickie D. Judy
 
  Chief Financial Officer
 
  (Principal Financial Officer)
Dated: September 4, 2020

Dated: March 16, 2020

 

 

 

 

 

 

34

31