UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal quarter ended: Commission file number:
OCTOBER 31, 2002 0-14939
AMERICA'S CAR-MART, INC.
(Exact name of registrant as specified in its charter)
<Table>
TEXAS 63-0851141
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</Table>
1501 SOUTHEAST WALTON BLVD., SUITE 213, BENTONVILLE, ARKANSAS
(Address of principal executive offices)
72712
(Zip Code)
(479) 464-9944
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<Table>
<Caption>
Outstanding at
Title of Each Class December 6, 2002
------------------- ----------------
Common stock, par value $.01 per share 7,008,544
</Table>
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AMERICA'S CAR-MART, INC.
CONSOLIDATED BALANCE SHEETS
<Table>
<Caption>
October 31, 2002
(unaudited) April 30, 2002
---------------- --------------
Assets:
Cash and cash equivalents $ 516,945 $ 1,229,920
Income tax receivable 8,143,451 7,627,362
Notes and other receivables 647,684 1,457,013
Finance receivables, net 84,294,417 75,079,603
Inventory 4,162,003 3,540,538
Prepaid and other assets 431,698 251,729
Investments 270,730 252,456
Deferred tax assets, net 232,521 119,052
Property and equipment, net 3,683,399 2,626,711
Assets of discontinued operations 35,957,978
-------------- --------------
$ 102,382,848 $ 128,142,362
============== ==============
Liabilities and stockholders' equity:
Accounts payable $ 1,999,591 $ 1,984,918
Accrued liabilities 4,704,275 6,282,639
Income taxes payable 2,081,536
Revolving credit facility 33,376,165 32,291,957
Other notes payable 1,500,000 7,500,000
Liabilities of discontinued operations 27,269,661
-------------- --------------
43,661,567 75,329,175
-------------- --------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $.01 per share, 1,000,000 shares
authorized; none issued or outstanding
Common stock, par value $.01 per share, 50,000,000 shares authorized;
6,977,944 issued and outstanding (6,944,325 at April 30, 2002) 69,779 69,444
Additional paid-in capital 30,126,274 31,261,985
Retained earnings 28,525,228 21,481,758
-------------- --------------
Total stockholders' equity 58,721,281 52,813,187
-------------- --------------
$ 102,382,848 $ 128,142,362
============== ==============
</Table>
The accompanying notes are an integral part of these consolidated financial
statements.
2
CONSOLIDATED STATEMENTS OF OPERATIONS AMERICA'S CAR-MART, INC.
(UNAUDITED)
<Table>
<Caption>
Three Months Ended Six Months Ended
October 31, October 31,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenues:
Sales $ 35,925,718 $ 29,342,546 $ 69,746,928 $ 57,466,661
Interest income 2,351,876 2,424,987 4,627,812 4,839,894
------------ ------------ ------------ ------------
38,277,594 31,767,533 74,374,740 62,306,555
------------ ------------ ------------ ------------
Costs and expenses:
Cost of sales 19,066,304 16,032,843 36,816,030 31,042,937
Selling, general and administrative 6,631,380 5,166,307 13,186,417 10,175,257
Provision for credit losses 7,192,076 6,125,477 12,793,997 11,622,683
Interest expense 468,942 847,563 1,005,734 1,782,407
Depreciation and amortization 70,645 72,470 135,750 157,620
Restructuring charge 2,732,106 2,732,106
Write-down of investments and equipment 3,527,631 3,927,631
------------ ------------ ------------ ------------
33,429,347 34,504,397 63,937,928 61,440,641
------------ ------------ ------------ ------------
Income (loss) from continuing operations
before taxes and minority interests 4,848,247 (2,736,864) 10,436,812 865,914
Provision (benefit) for income taxes 1,747,846 (709,071) 3,899,528 776,656
Minority interests 125,702 279,860
------------ ------------ ------------ ------------
Income (loss) from continuing operations 3,100,401 (2,153,495) 6,537,284 (190,602)
Discontinued operations:
Income (loss) from discontinued operations,
net of taxes and minority interests (12,813,802) 375,318 (13,582,797)
Gain on sale of discontinued operations, net of tax 255,842 130,868
------------ ------------ ------------ ------------
Income (loss) from discontinued operations 255,842 (12,813,802) 506,186 (13,582,797)
------------ ------------ ------------ ------------
Net income (loss) $ 3,356,243 $(14,967,297) $ 7,043,470 $(13,773,399)
============ ============ ============ ============
Basic earnings (loss) per share:
Continuing operations $ .44 $ (.32) $ .94 $ (.03)
Discontinued operations .04 (1.90) .07 (2.00)
------------ ------------ ------------ ------------
Total $ .48 $ (2.22) $ 1.01 $ (2.03)
============ ============ ============ ============
Diluted earnings (loss) per share:
Continuing operations $ .40 $ (.32) $ .83 $ (.03)
Discontinued operations .03 (1.90) .06 (2.00)
------------ ------------ ------------ ------------
Total $ .43 $ (2.22) $ .89 $ (2.03)
============ ============ ============ ============
Weighted average number of shares outstanding:
Basic 6,997,169 6,731,351 6,982,659 6,799,946
Diluted 7,808,712 6,731,351 7,872,863 6,799,946
</Table>
The accompanying notes are an integral part of these consolidated financial
statements.
3
CONSOLIDATED STATEMENTS OF CASH FLOWS AMERICA'S CAR-MART, INC.
(UNAUDITED)
<Table>
<Caption>
Six Months Ended
October 31,
2002 2001
------------- -------------
Operating activities:
Net income (loss) $ 7,043,470 $ (13,773,399)
Add: (Income) loss from discontinued operations (506,186) 13,582,797
------------- -------------
Income (loss) from continuing operations 6,537,284 (190,602)
Adjustments to reconcile income (loss) from continuing operations to net cash
provided by (used in) operating activities:
Depreciation and amortization 135,750 157,620
Deferred income taxes (113,469) (2,212,954)
Provision for credit losses 100,000
Write-down of investments and equipment 3,927,631
Minority interests 279,860
Changes in finance receivables, net:
Finance receivable originations (63,703,121) (52,319,326)
Finance receivable collections 39,070,230 31,035,864
Provision for credit losses 12,793,997 11,522,683
Inventory acquired in repossession 2,624,080 2,752,750
------------- -------------
Subtotal finance receivables (9,214,814) (7,008,029)
Changes in operating assets and liabilities:
Income tax receivable (195,247)
Notes and other receivables 809,329 2,013,685
Inventory (621,465) 57,564
Prepaids and other assets (168,937) 111,693
Accounts payable and accrued liabilities (1,563,691) 3,123,455
Income taxes payable 2,081,536 1,454,700
------------- -------------
Net cash provided by (used in) operating activities (2,313,724) 1,814,623
------------- -------------
Investing activities:
Purchase of property and equipment (1,203,470) (666,345)
Sale of discontinued operations 6,795,000
Note collections from discontinued operations 2,078,661
Purchase of investments (18,274) (24,750)
------------- -------------
Net cash provided by (used in) investing activities 7,651,917 (691,095)
------------- -------------
Financing activities:
Exercise of stock options 590,666
Purchase and retirement of common stock (1,726,042) (975,317)
Proceeds from revolving credit facility, net 1,084,208 2,719,589
Repayments of other debt (6,000,000) (2,300,000)
------------- -------------
Net cash provided by (used in) financing activities (6,051,168) (555,728)
------------- -------------
Cash provided by (used in) continuing operations (712,975) 567,800
Cash provided by (used in) discontinued operations (2,520,506) 2,003,966
------------- -------------
Increase (decrease) in cash and cash equivalents (3,233,481) 2,571,766
Cash and cash equivalents at: Beginning of period 3,750,426 2,193,342
------------- -------------
End of period 516,945 4,765,108
Less: Cash and cash equivalents of discontinued operations (3,479,174)
------------- -------------
Cash and cash equivalents of continuing operations $ 516,945 $ 1,285,934
============= =============
</Table>
The accompanying notes are an integral part of these consolidated financial
statements.
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AMERICA'S CAR-MART, INC.
A - ORGANIZATION AND BUSINESS
America's Car-Mart, Inc., a Texas corporation, formerly known as Crown Group,
Inc. ("Corporate" or the "Company"), is a holding company that operates
automotive dealerships through its subsidiaries that focus exclusively on the
"Buy Here/Pay Here" segment of the used car market. References to the Company
typically include the Company's consolidated subsidiaries. The Company's
operations are principally conducted through its America's Car-Mart, Inc., an
Arkansas corporation, ("Car-Mart of Arkansas") and Colonial Auto Finance, Inc.
("Colonial") subsidiaries. Car-Mart of Arkansas and Colonial are collectively
referred to herein as "Car-Mart". As of October 31, 2002 the Company operated 62
stores located primarily in small cities throughout the South-Central United
States. The Company provides financing for substantially all of its customers,
many of whom may not qualify for conventional financing as a result of limited
credit histories or past credit problems.
During the prior fiscal year the Company made the decision to sell all of its
subsidiaries except Car-Mart, and relocate its corporate headquarters to
Bentonville, Arkansas where Car-Mart is based. As a result of this decision, in
May 2002 the Company sold its 50% interest in Precision IBC, Inc. ("Precision"),
a firm specializing in the sale and rental of intermediate bulk containers, for
$3.8 million in cash, and in July 2002 the Company sold its 80% interest in
Concorde Acceptance Corporation ("Concorde"), a prime and sub-prime mortgage
lender, for $3.0 million in cash. Upon the closing of the sale of Concorde, the
Company had disposed of all of its discontinued operations. The operating
results of (i) Concorde and (ii) Precision are included in discontinued
operations for the six months ended October 31, 2002 through the date of sale.
The operating results of (i) Concorde, (ii) Precision, and (iii) Smart Choice
Automotive Group, Inc. ("Smart Choice"), the Company's 70% owned subsidiary that
was written-off in October 2001, are included in discontinued operations for the
three and six months ended October 31, 2001 (see Note K). Similarly, the assets
and liabilities of Concorde and Precision are included in "Assets of
discontinued operations" and "Liabilities of discontinued operations",
respectively, in the accompanying consolidated balance sheet at April 30, 2002.
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and six
month periods ended October 31, 2002 are not necessarily indicative of the
results that may be expected for the year ending April 30, 2003. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year ended
April 30, 2002.
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.
Finance Receivables and Allowance for Credit Losses
The Company originates installment sale contracts from the sale of used
vehicles at its dealerships. Finance receivables consist of contractually
scheduled payments from installment contracts net of unearned finance charges
and an allowance for credit losses. Unearned finance charges represent the
balance of interest income remaining from the capitalization of the total
interest to be earned over the term of the related installment contract.
The Company maintains an allowance for credit losses at a level it considers
sufficient to cover anticipated losses in the collection of its finance
receivables. The allowance for credit losses is based upon historical and recent
credit loss experience, a periodic analysis of the portfolio, economic
conditions and trends and collateral values. The allowance for credit losses is
periodically reviewed by management with any changes reflected in current
operations. It is at least reasonably possible that actual credit losses may be
materially different from the recorded allowance for credit losses.
Reclassifications
Certain prior year amounts in the accompanying financial statements have been
reclassified to conform to the fiscal 2003 presentation.
5
C - FINANCE RECEIVABLES
The Company originates installment sale contracts from the sale of used
vehicles at its dealerships. These installment sale contracts typically include
interest rates ranging from 6% to 19% per annum and provide for payments over
periods ranging from 12 to 30 months. The components of finance receivables as
of October 31, 2002 and April 30, 2002 are as follows:
<Table>
<Caption>
October 31, April 30,
2002 2002
-------------- --------------
Finance receivables $ 111,792,553 $ 99,675,260
Less unearned finance charges (8,363,833) (7,553,048)
-------------- --------------
Principal balance 103,428,720 92,122,212
Less allowance for credit losses (19,134,303) (17,042,609)
-------------- --------------
Finance receivables, net $ 84,294,417 $ 75,079,603
============== ==============
</Table>
Changes in the finance receivables allowance for credit losses for the six
months ended October 31, 2002 and 2001 are as follows:
<Table>
<Caption>
Six Months Ended
October 31,
2002 2001
--------------- ---------------
Balance at beginning of period $ 17,042,609 $ 14,066,782
Provision for credit losses 12,793,997 11,522,683
Net charge offs (10,702,303) (9,931,913)
--------------- ---------------
Balance at end of period $ 19,134,303 $ 15,657,552
=============== ===============
</Table>
D - PROPERTY AND EQUIPMENT
A summary of property and equipment as of October 31, 2002 and April 30, 2002
is as follows:
<Table>
<Caption>
October 31, April 30,
2002 2002
--------------- ---------------
Land and buildings $ 2,245,246 $ 1,562,393
Furniture, fixtures and equipment 986,976 939,557
Leasehold improvements 1,582,802 1,147,597
Less accumulated depreciation and amortization (1,131,625) (1,022,836)
--------------- ---------------
$ 3,683,399 $ 2,626,711
=============== ===============
</Table>
6
E - ACCRUED LIABILITIES
A summary of accrued liabilities as of October 31, 2002 and April 30, 2002 is
as follows:
<Table>
<Caption>
October 31, April 30,
2002 2002
------------ ------------
Compensation $ 2,354,739 $ 2,573,579
Interest 143,243 163,211
Severance and office closing 705,276 2,519,606
Service contracts 1,113,632 1,013,035
Cash overdraft 384,096
Other 3,289 13,208
------------ ------------
$ 4,704,275 $ 6,282,639
============ ============
</Table>
F - DEBT
A summary of debt as of October 31, 2002 and April 30, 2002 is as follows:
<Table>
<Caption>
Revolving Credit Facility
- ----------------------------------------------------------------------------------------------------------------
Facility Interest Balance at
Lender Amount Rate Maturity October 31, 2002 April 30, 2002
- ------------------- ------------ ------------- ----------- ----------------- ---------------
Bank of Oklahoma $ 37 million Prime + .50% Dec 2003 $ 33,376,165 $ 32,291,957
</Table>
<Table>
<Caption>
Other Notes Payable
- ----------------------------------------------------------------------------------------------------------------
Facility Interest Balance at
Lender Amount Rate Maturity October 31, 2002 April 30, 2002
- ------------------- ------------ ------------- ----------- ----------------- ---------------
Individuals/Trusts N/A 8.50% Jan 2004 $ 1,500,000 $ 7,500,000
</Table>
The Company's revolving credit facility is primarily collateralized by
finance receivables and inventory. Interest is payable monthly or quarterly on
all of the Company's debt and the principal balances are due at the maturity of
the facilities. The Company's revolving credit facility contains various
reporting and performance covenants including (i) maintenance of certain
financial ratios and tests, (ii) limitations on borrowings from other sources,
(iii) restrictions on certain operating activities, and (iv) restrictions on the
payment of dividends or distributions. The amount available to be drawn under
the Company's revolving credit facility is a function of eligible finance
receivables. Based upon eligible finance receivables at October 31, 2002, the
Company could have drawn an additional $3.6 million under such facility.
In November 2002, the Company's revolving credit facility was amended to
increase the amount of the facility to $39.5 million and extend the maturity to
April 2004.
7
G - WEIGHTED AVERAGE SHARES OUTSTANDING
Weighted average shares outstanding, which are used in the calculation of
basic and diluted earnings per share, are as follows for the periods ended
October 31, 2002 and 2001:
<Table>
<Caption>
Three Months Ended Six Months Ended
October 31, October 31,
2002 2001 2002 2001
---------- ---------- ---------- ----------
Weighted average shares outstanding-basic 6,997,169 6,731,351 6,982,659 6,799,946
Dilutive options and warrants 811,543 890,204
---------- ---------- ---------- ----------
Weighted average shares outstanding-diluted 7,808,712 6,731,351 7,872,863 6,799,946
========== ========== ========== ==========
Antidilutive securities not included:
Options and warrants 57,500 1,510,000 57,500 1,510,000
========== ========== ========== ==========
</Table>
H - COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company has become a defendant in
various types of legal proceedings. Although the Company cannot determine at
this time the amount of the ultimate exposure from these ordinary course of
business lawsuits, if any, management, based on the advice of counsel, does not
expect the final outcome of any of these actions, individually or in the
aggregate, to have a material adverse effect on the Company's financial
position, results of operations or cash flows.
I - SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow disclosures for the six months ended October 31, 2002
and 2001 are as follows:
<Table>
<Caption>
Six Months Ended
October 31,
2002 2001
--------------- ----------------
Interest paid $ 1,009,580 $ 1,685,584
Income taxes paid, net 2,335,988 3,661,161
</Table>
8
J - BUSINESS SEGMENTS
Operating results and other financial data are presented for the continuing
operations of the Company by business segment for the three months ended October
31, 2002 and 2001. The segments include Car-Mart and Corporate operations. The
Company's continuing operations and other financial data by business segment for
the three months ended October 31, 2002 and 2001 are as follows (in thousands):
<Table>
<Caption>
Three Months Ended October 31, 2002
-----------------------------------------------------------
Car-Mart Corporate Eliminations Consolidated
------------ ------------ ------------ ------------
Revenues:
Sales $ 35,926 $ 35,926
Interest income 2,343 $ 74 $ (65) 2,352
------------ ------------ ------------ ------------
Total 38,269 74 (65) 38,278
------------ ------------ ------------ ------------
Costs and expenses:
Cost of sales 19,066 19,066
Selling, general and admin 6,012 619 6,631
Provision for credit losses 7,192 7,192
Interest expense 503 32 (65) 470
Depreciation and amortization 50 21 71
------------ ------------ ------------ ------------
Total 32,823 672 (65) 33,430
------------ ------------ ------------ ------------
Income (loss) before taxes
and minority interests $ 5,446 $ (598) $ -- $ 4,848
============ ============ ============ ============
Capital expenditures $ 441 $ 54 $ -- $ 495
============ ============ ============ ============
Total assets $ 92,872 $ 64,303 $ (54,792) $ 102,383
============ ============ ============ ============
</Table>
<Table>
<Caption>
Three Months Ended October 31, 2001
-----------------------------------------------------------
Car-Mart Corporate Eliminations Consolidated
------------ ------------ ------------ ------------
Revenues:
Sales $ 29,343 $ 29,343
Interest income 2,268 $ 240 $ (83) 2,425
------------ ------------ ------------ ------------
Total 31,611 240 (83) 31,768
------------ ------------ ------------ ------------
Costs and expenses:
Cost of sales 16,033 16,033
Selling, general and admin 4,624 542 5,166
Provision for credit losses 6,026 100 6,126
Interest expense 732 198 (83) 847
Depreciation and amortization 36 36 72
Restructuring charge 2,732 2,732
Write-down of investments / equip 3,528 3,528
------------ ------------ ------------ ------------
Total 27,451 7,136 (83) 34,504
------------ ------------ ------------ ------------
Income (loss) before taxes
and minority interests $ 4,160 $ (6,896) $ -- $ (2,736)
============ ============ ============ ============
Capital expenditures $ 384 $ -- $ -- $ 384
============ ============ ============ ============
Total assets $ 80,530 $ 57,735
============ ============
</Table>
9
The Company's continuing operations and other financial data by business
segment for the six months ended October 31, 2002 and 2001 are as follows (in
thousands):
<Table>
<Caption>
Six Months Ended October 31, 2002
-----------------------------------------------------------
Car-Mart Corporate Eliminations Consolidated
------------ ------------ ------------ ------------
Revenues:
Sales $ 69,747 $ 69,747
Interest income 4,559 $ 194 $ (125) 4,628
------------ ------------ ------------ ------------
Total 74,306 194 (125) 74,375
------------ ------------ ------------ ------------
Costs and expenses:
Cost of sales 36,816 36,816
Selling, general and admin 11,927 1,259 13,186
Provision for credit losses 12,794 12,794
Interest expense 989 142 (125) 1,006
Depreciation and amortization 96 40 136
------------ ------------ ------------ ------------
Total 62,622 1,441 (125) 63,938
------------ ------------ ------------ ------------
Income (loss) before taxes
and minority interests $ 11,684 $ (1,247) $ -- $ 10,437
============ ============ ============ ============
Capital expenditures $ 1,101 $ 102 $ -- $ 1,203
============ ============ ============ ============
Total assets $ 92,872 $ 64,303 $ (54,792) $ 102,383
============ ============ ============ ============
</Table>
<Table>
<Caption>
Six Months Ended October 31, 2001
-----------------------------------------------------------
Car-Mart Corporate Eliminations Consolidated
------------ ------------ ------------ ------------
Revenues:
Sales $ 57,467 $ 57,467
Interest income 4,501 $ 516 $ (177) 4,840
------------ ------------ ------------ ------------
Total 61,968 516 (177) 62,307
------------ ------------ ------------ ------------
Costs and expenses:
Cost of sales 31,043 31,043
Selling, general and admin 8,721 1,454 10,175
Provision for credit losses 11,523 100 11,623
Interest expense 1,516 443 (177) 1,782
Depreciation and amortization 70 88 158
Restructuring charge 2,732 2,732
Write-down of investments/equipment 3,928 3,928
------------ ------------ ------------ ------------
Total 52,873 8,745 (177) 61,441
------------ ------------ ------------ ------------
Income (loss) before taxes
and minority interests $ 9,095 $ (8,229) $ -- $ 866
============ ============ ============ ============
Capital expenditures $ 513 $ 153 $ -- $ 666
============ ============ ============ ============
Total assets $ 80,530 $ 57,735
============ ============
</Table>
10
K - DISCONTINUED OPERATIONS
In October 2001 the Company made the decision to sell all its subsidiaries
except Car-Mart, and relocate its corporate headquarters to Bentonville,
Arkansas where Car-Mart is based. This decision was based on management's desire
to separate the highly profitable and modestly leveraged operations of Car-Mart
from the operating losses or lower level of profitability and highly leveraged
operations of the Company's other subsidiaries. In addition, it was management's
belief that the Company's ownership of businesses in a variety of different
industries may have created confusion within the investment community, possibly
making it difficult for investors to analyze and properly value the Company's
common stock. In May 2002 the Company sold its remaining 50% interest in
Precision for $3.8 million in cash. In July 2002 the Company sold its 80%
interest in Concorde for $3.0 million in cash. As a result of these two sales,
the Company no longer has any discontinued operations.
As a result of the Company's decision, operating results from its non
Car-Mart subsidiaries have been included in discontinued operations for all
periods presented. Below is a summary of the number of months each of these
subsidiaries' operating results are included in discontinued operations of the
Company for the three and six months ended October 31, 2002 and 2001:
<Table>
<Caption>
Number of Months Included in Discontinued Operations for the
Month Month ---------------------------------------------------------------
Company Company Three Months Ended October 31, Six Months Ended October 31,
Acquired Sold or ------------------------------ ----------------------------
Subsidiary or Formed Disposed 2002 2001 2002 2001
- ---------------- ------------ ----------- --------- --------- --------- --------
Smart Choice 12-99 10-01 - 3 - 6
Paaco 2-98 10-01 - 3 - 6
Precision 2-98 5-02 - 3 - 6
Concorde 6-97 7-02 - 3 2 6
</Table>
A summary of the Company's discontinued operations for the three and six
months ended October 31, 2002 and 2001 is as follows (in thousands):
<Table>
<Caption>
Three Months Ended October 31, Six Months Ended October 31,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenues $ -- $ 46,836 $ 3,058 $ 96,674
Operating expenses 49,753 2,306 101,534
Write-down of Smart Choice assets 39,294 39,294
Loss in excess of Company's basis (19,349) (19,349)
------------ ------------ ------------ ------------
Income (loss) before taxes
and minority interests (22,862) 752 (24,805)
Provision (benefit) for income taxes (5,992) 283 (6,648)
Minority interests (benefit) (4,056) 94 (4,574)
------------ ------------ ------------ ------------
Income (loss) from discontinued operations $ -- $ (12,814) $ 375 $ (13,583)
============ ============ ============ ============
Gain on sale of discontinued operations, net $ 256 $ -- $ 131 $ --
============ ============ ============ ============
</Table>
During the fiscal quarter ended October 31, 2002, the Company determined that
its tax basis in the Concorde stock sold in July 2002 was greater than
originally estimated. As a result, during the fiscal quarter ended October 31,
2002, the Company adjusted its gain on the sale of Concorde to reflect the
income tax adjustment above.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the Company's
consolidated financial statements and notes thereto appearing elsewhere in this
report.
FORWARD-LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. Certain information included in this
Quarterly Report on Form 10-Q contains, and other materials filed or to be filed
by the Company with the Securities and Exchange Commission (as well as
information included in oral statements or other written statements made or to
be made by the Company or its management) contain or will contain,
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended. The words "believe," "expect," "anticipate," "estimate," "project"
and similar expressions identify forward-looking statements, which speak only as
of the date the statement was made. The Company undertakes no obligation to
publicly update or revise any forward-looking statements. Such forward-looking
statements are based upon management's current plans or expectations and are
subject to a number of uncertainties and risks that could significantly affect
current plans, anticipated actions and the Company's future financial condition
and results. As a consequence, actual results may differ materially from those
expressed in any forward-looking statements made by or on behalf of the Company
as a result of various factors. Uncertainties and risks related to such
forward-looking statements include, but are not limited to, those relating to
the continued availability of lines of credit for the Company's business, the
Company's ability to effectively underwrite and collect its installment loans,
changes in interest rates, competition, dependence on existing management,
adverse economic conditions (particularly in the State of Arkansas), changes in
tax laws or the administration of such laws and changes in lending laws or
regulations. Any forward-looking statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only as of the date
made.
OVERVIEW
America's Car-Mart, Inc., a Texas corporation, formerly known as Crown Group,
Inc. ("Corporate" or the "Company"), is a holding company that operates
automotive dealerships through its subsidiaries that focus exclusively on the
"Buy Here/Pay Here" segment of the used car market. References to the Company
typically include the Company's consolidated subsidiaries. The Company's
operations are principally conducted through its America's Car-Mart, Inc., an
Arkansas corporation, ("Car-Mart of Arkansas") and Colonial Auto Finance, Inc.
("Colonial") subsidiaries. Car-Mart of Arkansas and Colonial are collectively
referred to herein as "Car-Mart". As of October 31, 2002 the Company operated 62
stores located primarily in small cities throughout the South-Central United
States. The Company provides financing for substantially all of its customers,
many of whom may not qualify for conventional financing as a result of limited
credit histories or past credit problems.
During the prior fiscal year the Company made the decision to sell all of its
subsidiaries except Car-Mart, and relocate its corporate headquarters to
Bentonville, Arkansas where Car-Mart is based. In May 2002 the Company sold its
50% interest in Precision IBC, Inc. ("Precision"), a firm specializing in the
sale and rental of intermediate bulk containers, for $3.8 million in cash, and
in July 2002 the Company sold its 80% interest in Concorde Acceptance
Corporation ("Concorde"), a prime and sub-prime mortgage lender, for $3.0
million in cash. Upon the closing of the sale of Concorde, the Company had
disposed of all of its discontinued operations. The operating results of (i)
Concorde and (ii) Precision are included in discontinued operations for the six
months ended October 31, 2002 through the date of sale. The operating results of
(i) Concorde, (ii) Precision, and (iii) Smart Choice Automotive Group, Inc.
("Smart Choice"), the Company's 70% owned subsidiary that was written-off in
October 2001, are included in discontinued operations for the three and six
months ended October 31, 2001 (see Note K).
12
RESULTS OF CONTINUING OPERATIONS
Operating results are presented for the continuing operations of the Company
by business segment for the three and six months ended October 31, 2002 and
2001. The segments include Car-Mart and Corporate operations. A summary of the
Company's continuing operations by business segment for the three and six months
ended October 31, 2002 and 2001 is as follows:
CONSOLIDATED
(In Thousands)
<Table>
<Caption>
Revenues Pretax Income (Loss)
---------------------------------------------------- ----------------------------------------------------
Three Months Ended Six Months Ended Three Months Ended Six Months Ended
October 31, October 31, October 31, October 31,
------------------------ ------------------------ ------------------------ ------------------------
2002 2001 2002 2001 2002 2001 2002 2001
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Car-Mart $ 38,269 $ 31,611 $ 74,306 $ 61,968 $ 5,446 $ 4,160 $ 11,684 $ 9,095
Corporate 74 240 194 516 (598) (6,896) (1,247) (8,229)
Eliminations (65) (83) (125) (177)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Consolidated $ 38,278 $ 31,768 $ 74,375 $ 62,307 $ 4,848 $ (2,736) $ 10,437 $ 866
========== ========== ========== ========== ========== ========== ========== ==========
</Table>
THREE MONTHS ENDED OCTOBER 31, 2002 VS. THREE MONTHS ENDED OCTOBER 31, 2001
Revenues increased $6.5 million, or 20.5%, for the three months ended October
31, 2002 as compared to the same period in the prior fiscal year. The increase
was principally the result of (i) revenue growth from stores that operated a
full three months in both periods ($4.1 million, or 14.2%), (ii) revenue growth
from stores opened during the three months ended October 31, 2001 or stores that
added a satellite location after July 31, 2001 ($.5 million), and (iii) revenues
from stores opened after October 31, 2001 ($2.1 million).
Pretax income increased $7.6 million for the three months ended October 31,
2002 as compared to the same period in the prior fiscal year. The increase was
principally the result of (i) an increase in Car-Mart's pretax income ($1.3
million) stemming from an increase in revenues and lower costs and expenses as a
percentage of sales, and (ii) a reduction in Corporate's pretax loss ($6.3
million). The pretax loss at Corporate decreased as a result of the prior fiscal
period including a $2.7 million restructuring charge and a $3.5 million
write-down of investments and equipment, with no comparable charge or write-down
in the current fiscal period. The restructuring charge pertains to severance and
office closing costs related to the Company's decision to relocate its corporate
headquarters to Bentonville, Arkansas where Car-Mart is based. The write-down of
investments and equipment principally pertains to two emerging technology /
Internet investments made in a prior fiscal year that were deemed to be impaired
at October 31, 2001.
SIX MONTHS ENDED OCTOBER 31, 2002 VS. SIX MONTHS ENDED OCTOBER 31, 2001
Revenues increased $12.1 million, or 19.4%, for the six months ended October
31, 2002 as compared to the same period in the prior fiscal year. The increase
was principally the result of (i) revenue growth from stores that operated a
full six months in both periods ($7.5 million, or 14.0%), (ii) revenue growth
from stores opened during the six months ended October 31, 2001 or stores that
added a satellite location after April 30, 2001 ($1.3 million), and (iii)
revenues from stores opened after October 31, 2001 ($3.5 million).
Pretax income increased $9.6 million for the six months ended October 31,
2002 as compared to the same period in the prior fiscal year. The increase was
principally the result of (i) an increase in Car-Mart's pretax income ($2.6
million) stemming from an increase in revenues and lower costs and expenses as a
percentage of sales, and (ii) a reduction in Corporate's pretax loss ($7.0
million). The pretax loss at Corporate decreased as a result of the prior fiscal
period including a $2.7 million restructuring charge and a $3.9 million
write-down of investments and equipment, with no comparable charge or write-down
in the current fiscal period. The restructuring charge pertains to severance and
office closing costs related to the Company's decision to relocate its corporate
headquarters to Bentonville, Arkansas where Car-Mart is based. The write-down of
investments and equipment principally pertains to two emerging technology /
Internet investments made in a prior fiscal year that were deemed to be impaired
at October 31, 2001.
13
CAR-MART
(Operating Results, Dollars in Thousands)
<Table>
<Caption>
% Change As a % of Sales
---------- ------------------------
Three Months Ended 2002 Three Months Ended
October 31, vs October 31,
2002 2001 2001 2002 2001
---------- ---------- ---------- ---------- ----------
Revenues:
Sales $ 35,926 $ 29,343 22.4% 100.0% 100.0%
Interest income 2,343 2,268 3.3 6.5 7.7
---------- ---------- ---------- ----------
Total 38,269 31,611 21.1 106.5 107.7
---------- ---------- ---------- ----------
Costs and expenses:
Cost of sales 19,066 16,033 18.9 53.1 54.6
Selling, general and admin 6,012 4,624 30.0 16.7 15.8
Provision for credit losses 7,192 6,026 19.3 20.0 20.5
Interest expense 503 732 (31.3) 1.4 2.5
Depreciation and amortization 50 36 38.9 .1 .1
---------- ---------- ---------- ----------
Total 32,823 27,451 19.6 91.3 93.5
---------- ---------- ---------- ----------
Pretax income $ 5,446 $ 4,160 30.9 15.2 14.2
========== ========== ========== ==========
Operating Data:
Retail units sold 5,536 4,686 18.1%
Average stores in operation 61.7 52.0 18.7
Average units sold per store 89.7 90.1 (.4)
Average retail sales price $ 6,279 $ 6,013 4.4
Same store revenue growth 14.2% 15.6%
Period End Data:
Stores open 62 52 19.2%
Accounts 30 days or more past due 3.9% 4.7%
</Table>
THREE MONTHS ENDED OCTOBER 31, 2002 VS. THREE MONTHS ENDED OCTOBER 31, 2001
Revenues increased $6.7 million, or 21.1%, for the three months ended October
31, 2002 as compared to the same period in the prior fiscal year. The increase
was principally the result of (i) revenue growth from stores that operated a
full three months in both periods ($4.1 million, or 14.2%), (ii) revenue growth
from stores opened during the three months ended October 31, 2001 or stores that
added a satellite location after July 31, 2001 ($.5 million), and (iii) revenues
from stores opened after October 31, 2001 ($2.1 million).
Cost of sales as a percentage of sales decreased 1.5% to 53.1% for the three
months ended October 31, 2002 from 54.6% in the same period of the prior fiscal
year. The decrease was principally the result of the Company's decision to raise
vehicle prices, thereby improving gross margins. The Company made the decision
to raise prices during the third quarter of the prior fiscal year after making
significant improvements in the price it pays when purchasing vehicles.
Selling, general and administrative expense as a percentage of sales
increased .9% to 16.7% for the three months ended October 31, 2002 from 15.8% in
the same period of the prior fiscal year. The increase was principally the
result of (i) changing the Company's store level staffing policy such that more
associates are employed at a store for the same number of active customer
accounts, (ii) creating several new management positions at Car-Mart's general
office to assist in managing the Company's growing business, and (iii) higher
insurance and advertising costs.
Provision for credit losses as a percentage of sales decreased .5% to 20.0%
for the three months ended October 31, 2002 from 20.5% in the same period of the
prior fiscal year. The Company believes the decrease was principally the result
of increased staffing at the store and general office levels. Specifically,
individuals were hired to fill newly created regional accounts director
positions. These individuals are responsible for supervising and managing store
level collection personnel.
Interest expense as a percentage of sales decreased 1.1% to 1.4% for the
three months ended October 31, 2002 from 2.5% in the same period of the prior
fiscal year. The decrease was principally the result of (i) a decrease in the
prime interest rate (i.e., interest charged on the Company's revolving credit
facility fluctuates with the prime interest rate), and (ii) a lower level of
borrowings relative to the sales volume.
14
<Table>
<Caption>
% Change As a % of Sales
---------- ------------------------
Six Months Ended 2002 Six Months Ended
October 31, vs October 31,
2002 2001 2001 2002 2001
---------- ---------- ---------- ---------- ----------
Revenues:
Sales $ 69,747 $ 57,467 21.4% 100.0% 100.0%
Interest income 4,559 4,501 1.3 6.6 7.8
---------- ---------- ---------- ----------
Total 74,306 61,968 19.9 106.6 107.8
---------- ---------- ---------- ----------
Costs and expenses:
Cost of sales 36,816 31,043 18.6 52.8 54.0
Selling, general and admin 11,927 8,721 36.8 17.1 15.2
Provision for credit losses 12,794 11,523 11.0 18.3 20.1
Interest expense 989 1,516 (34.8) 1.4 2.6
Depreciation and amortization 96 70 37.1 .2 .1
---------- ---------- ---------- ----------
Total 62,622 52,873 18.4 89.8 92.0
---------- ---------- ---------- ----------
Pretax income $ 11,684 $ 9,095 28.5 16.8 15.8
========== ========== ========== ==========
Operating Data:
Retail units sold 10,809 9,115 18.6%
Average stores in operation 59.7 51.2 16.6
Average units sold per store 181.1 178.0 1.7
Average retail sales price $ 6,249 $ 6,072 2.9
Same store revenue growth 14.0% 16.5%
Period End Data:
Stores open 62 52 19.2%
Accounts 30 days or more past due 3.9% 4.7%
</Table>
SIX MONTHS ENDED OCTOBER 31, 2002 VS. SIX MONTHS ENDED OCTOBER 31, 2001
Revenues increased $12.3 million, or 19.9%, for the six months ended October
31, 2002 as compared to the same period in the prior fiscal year. The increase
was principally the result of (i) revenue growth from stores that operated a
full six months in both periods ($7.5 million, or 14.0%), (ii) revenue growth
from stores opened during the six months ended October 31, 2001 or stores that
added a satellite location after April 30, 2001 ($1.3 million), and (iii)
revenues from stores opened after October 31, 2001 ($3.5 million).
Cost of sales as a percentage of sales decreased 1.2% to 52.8% for the six
months ended October 31, 2002 from 54.0% in the same period of the prior fiscal
year. The decrease was principally the result of the Company's decision to raise
vehicle prices, thereby improving gross margins. The Company made the decision
to raise prices during the third quarter of the prior fiscal year after making
significant improvements in the price it pays when purchasing vehicles.
Selling, general and administrative expense as a percentage of sales
increased 1.9% to 17.1% for the six months ended October 31, 2002 from 15.2% in
the same period of the prior fiscal year. The increase was principally the
result of (i) changing the Company's store level staffing policy such that more
associates are employed at a store for the same number of active customer
accounts, (ii) creating several new management positions at Car-Mart's general
office to assist in managing the Company's growing business, and (iii) higher
insurance and advertising costs.
Provision for credit losses as a percentage of sales decreased 1.8% to 18.3%
for the six months ended October 31, 2002 from 20.1% in the same period of the
prior fiscal year. The Company believes the decrease was principally the result
of increased staffing at the store and general office levels. Specifically,
individuals were hired to fill newly created regional accounts director
positions. These individuals are responsible for supervising and managing store
level collection personnel.
Interest expense as a percentage of sales decreased 1.2% to 1.4% for the six
months ended October 31, 2002 from 2.6% in the same period of the prior fiscal
year. The decrease was principally the result of (i) a decrease in the prime
interest rate (i.e., interest charged on the Company's revolving credit facility
fluctuates with the prime interest rate), and (ii) a lower level of borrowings
relative to the sales volume.
15
CORPORATE
(Dollars in Thousands)
<Table>
<Caption>
% Change % Change
------------ ----------
Three Months Ended 2002 Six Months Ended 2002
October 31, vs October 31, vs
2002 2001 2001 2002 2001 2001
------------ ------------ ------------ ------------ ------------ ----------
Revenues:
Interest income $ 74 $ 240 (69.2)% $ 194 $ 516 (62.4)%
------------ ------------ ------------ ------------
Total 74 240 (69.2) 194 516 (62.4)
------------ ------------ ------------ ------------
Costs and expenses:
Selling, general and admin 619 542 14.2 1,259 1,454 (13.4)
Provision for credit losses 100 NM 100 NM
Interest expense 32 198 (83.8) 142 443 (67.9)
Depreciation and amortization 21 36 (41.7) 40 88 (54.5)
Restructuring charge 2,732 NM 2,732 NM
Write-down of investments / equip 3,528 NM 3,928 NM
------------ ------------ ------------ ------------
Total 672 7,136 (90.6) 1,441 8,745 (83.5)
------------ ------------ ------------ ------------
Pretax income (loss) $ (598) $ (6,896) (91.3) $ (1,247) $ (8,229) (84.8)
============ ============ ============ ============
</Table>
NM - not meaningful
THREE MONTHS ENDED OCTOBER 31, 2002 VS. THREE MONTHS ENDED OCTOBER 31, 2001
Interest income decreased $.2 million to $.1 million for the three months
ended October 31, 2002 from $.3 million in the same period of the prior fiscal
year. The decrease was principally due to a lower level of notes receivable
outstanding during the three months ended October 31, 2002 as compared to the
same period of the prior fiscal year.
Pretax loss decreased $6.3 million, or 91.3%, for the three months ended
October 31, 2002 as compared to the same period in the prior fiscal year. The
decrease was principally the result of the prior fiscal period including a $2.7
million restructuring charge and a $3.5 million write-down of investments and
equipment, with no comparable charge or write-down in the current fiscal period.
The restructuring charge pertains to severance and office closing costs related
to the Company's decision to relocate its corporate headquarters to Bentonville,
Arkansas where Car-Mart is based. The write-down of investments and equipment
principally pertains to two emerging technology / Internet investments made in a
prior fiscal year that were deemed to be impaired at October 31, 2001.
Selling, general and administrative expense increased $.1 million to $.6
million for the three months ended October 31, 2002 from $.5 million in the same
period of the prior fiscal year. The increase was principally the result of (i)
the prior fiscal period including the reversal of an accrued bonus of $107,000
as a result of the net loss reported by the Company in the prior period, and
(ii) proxy solicitation, annual report and meeting costs of $59,000 being
incurred in the second fiscal quarter of the current year that were incurred in
the third fiscal quarter of the prior year, partially offset by (iii) lower
compensation costs resulting from the Company's decision to relocate its
corporate headquarters to Bentonville, Arkansas where Car-Mart is based.
Interest expense decreased $.2 million as a result of Corporate substantially
reducing its debt.
SIX MONTHS ENDED OCTOBER 31, 2002 VS. SIX MONTHS ENDED OCTOBER 31, 2001
Interest income decreased $.3 million to $.2 million for the six months ended
October 31, 2002 from $.5 million in the same period of the prior fiscal year.
The decrease was principally due to a lower level of notes receivable
outstanding during the six months ended October 31, 2002 as compared to the same
period of the prior fiscal year.
Pretax loss decreased $7.0 million, or 84.8%, for the six months ended
October 31, 2002 as compared to the same period in the prior fiscal year. The
decrease was principally the result of the prior fiscal period including a $2.7
million restructuring charge and a $3.9 million write-down of investments and
equipment, with no comparable charge or write-down in the current fiscal period.
The restructuring charge pertains to severance and office closing costs related
to the Company's decision to relocate its corporate headquarters to Bentonville,
Arkansas where Car-Mart is based. The write-down of investments and equipment
principally pertains to two emerging technology / Internet investments made in a
prior fiscal year that were deemed to be impaired at October 31, 2001.
16
Selling, general and administrative expense decreased $.2 million to $1.3
million for the six months ended October 31, 2002 from $1.5 million in the same
period of the prior fiscal year. The decrease was principally the result of
lower compensation costs resulting from the Company's decision to relocate its
corporate headquarters to Bentonville, Arkansas where Car-Mart is based.
Interest expense decreased $.3 million as a result of Corporate substantially
reducing its debt.
RESULTS OF DISCONTINUED OPERATIONS
Operating results are presented below for the discontinued operations of the
Company for the three and six months ended October 31, 2002 and 2001. These
discontinued operations include the following subsidiaries for the periods
indicated:
<Table>
<Caption>
Number of Months Included in Discontinued Operations for the
Month Month ----------------------------------------------------------------
Company Company Three Months Ended October 31, Six Months Ended October 31,
Acquired Sold or ------------------------------- -----------------------------
Subsidiary Or Formed Disposed 2002 2001 2002 2001
- ---------------- ------------ ---------- --------- --------- --------- ---------
Smart Choice 12-99 10-01 - 3 - 6
Paaco 2-98 10-01 - 3 - 6
Precision 2-98 5-02 - 3 - 6
Concorde 6-97 7-02 - 3 2 6
</Table>
<Table>
<Caption>
(In Thousands) (In Thousands)
Three Months Ended October 31, Six Months Ended October 31,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenues $ -- $ 46,836 $ 3,058 $ 96,674
Operating expenses 49,753 2,306 101,534
Write-down of Smart Choice assets 39,294 39,294
Loss in excess of basis (19,349) (19,349)
------------ ------------ ------------ ------------
Pretax income (loss) $ -- $ (22,862) $ 752 $ (24,805)
============ ============ ============ ============
</Table>
SIX MONTHS ENDED OCTOBER 31, 2002 VS. SIX MONTHS ENDED OCTOBER 31, 2001
Revenues decreased $93.6 million, or 96.8%, for the six months ended October
31, 2002 as compared to the same period in the prior fiscal year. The decrease
was principally the result of the removal of Smart Choice/Paaco from the
Company's discontinued operations. Effective October 31, 2001, the Company
wrote-off its investment in Smart Choice/Paaco and thereafter the Company ceased
to include Smart Choice/Paaco's operating results in its discontinued
operations. In March 2002, the Company sold its investment in Smart Choice/Paaco
for a nominal sum.
Pretax income for the Company's discontinued operations was $.8 million for
the six months ended October 31, 2002 as compared to a $24.8 million pretax loss
for the same period in the prior fiscal year. The $25.6 million improvement was
principally the result of not including Smart Choice/Paaco in the Company's
discontinued operations during the six months ended October 31, 2002.
17
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth certain summarized historical information with
respect to the Company's statements of cash flows (in thousands):
<Table>
<Caption>
Six Months Ended October 31,
2002 2001
------------ ------------
Operating activities:
Income (loss) from continuing operations $ 6,537 $ (191)
Net finance receivables growth (9,215) (7,008)
Write-down of investments and equipment 3,928
Other 364 5,086
------------ ------------
Total (2,314) 1,815
------------ ------------
Investing activities:
Purchase of property and equipment (1,203) (666)
Sale of discontinued operations 6,795
Note collections from discontinued operations 2,079
Other (19) (25)
------------ ------------
Total 7,652 (691)
------------ ------------
Financing activities:
Proceeds from revolving credit facility, net 1,084 2,719
Repayments of other debt (6,000) (2,300)
Purchase of common stock, net (1,135) (975)
------------ ------------
Total (6,051) (556)
------------ ------------
Cash provided by (used in) continuing operations $ (713) $ 568
============ ============
</Table>
At October 31, 2002 the Company had (i) $.5 million of cash on hand and had
an additional $3.6 million of availability on its $37.0 million revolving credit
facility (in November 2002 such credit facility was increased to $39.5 million,
which increased available funds by $2.5 million), (ii) an $8.1 million federal
income tax refund receivable (which was received in November 2002), and (iii)
$.6 million of other receivables.
On a short-term basis, the Company's principal sources of liquidity include
(i) income from continuing operations, (ii) borrowings from its revolving credit
facility, (iii) an $8.1 million federal income tax refund, and (iv) other
receivables. On a longer-term basis, the Company expects its principal sources
of liquidity to include (i) income from continuing operations, and (ii)
borrowings from a revolving credit facility. Further, while the Company has no
present plans to issue debt or equity securities, the Company believes, if
necessary, it could raise additional capital through the issuance of such
securities.
The Company expects to use cash to (i) grow its finance receivables portfolio
in direct proportion to the expected growth in its sales levels, (ii) purchase
property and equipment in connection with opening new stores and refurbishing
existing stores, and, to the extent excess cash is available, (iii) reduce debt.
In addition, from time to time the Company may use cash to repurchase its common
stock.
The Company expects to fund the majority of its growth from income generated
from operations. Further, the Company expects its financial leverage ratio to
decline for the foreseeable future, as net income builds equity at a faster rate
than any increase in debt.
The Company's revolving credit facility, as amended, matures in April 2004.
The Company expects that it will be able to renew or refinance its revolving
credit facility on or before the scheduled maturity date. The Company believes
it will have adequate liquidity to satisfy its capital needs for the foreseeable
future.
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 consolidated financial statements relates to the
determination of its allowance for credit losses. Below is a discussion of the
Company's accounting policy concerning such allowance. Other accounting policies
are disclosed in Note B in this report and in Note B of the Company's
consolidated financial statements which are included in its annual report on
Form 10-K for the year ended April 30, 2002.
The Company maintains an allowance for credit losses at a level it considers
sufficient to cover anticipated losses in the collection of its
18
finance receivables. The allowance for credit losses is determined based upon a
review of (i) historical and recent credit losses and (ii) the finance
receivables portfolio, and takes into consideration (iii) economic conditions
and trends, and collateral values. The allowance for credit losses is
periodically reviewed by management with any changes reflected in current
operations. It is at least reasonably possible that actual credit losses may be
materially different from the recorded allowance for credit losses.
SEASONALITY
The Company's automobile sales and finance business is seasonal in nature. In
such business, the Company's third fiscal quarter (November through January) is
historically the slowest period for car and truck sales. Many of the Company's
operating expenses such as administrative personnel, rent and insurance are
fixed and cannot be reduced during periods of decreased sales. Conversely, the
Company's fourth fiscal quarter (February through April) is historically the
busiest time for car and truck sales as many of the Company's customers use
income tax refunds as a down payment on the purchase of a vehicle. Further, the
Company experiences seasonal fluctuations in its finance receivable credit
losses. As a percentage of sales, the Company's first and fourth fiscal quarters
tend to have lower credit losses (averaging around 17.4% over the last six
years), while its second and third fiscal quarters tend to have higher credit
losses (averaging about 19.3% over the last six years).
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 exposure to changes in
the federal discount rate and the prime interest rate of its lender. The Company
does not use financial instruments for trading purposes or to manage interest
rate risk. 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. Decreases in market interest
rates could eventually have an adverse effect on profitability.
Financial instruments consist of fixed rate finance receivables and fixed and
variable rate notes payable. The Company's finance receivables generally bear
interest at fixed rates ranging from 6% to 19%. These finance receivables have
remaining maturities from one to 30 months. A majority of the Company's
borrowings contain variable interest rates that fluctuate with market interest
rates (i.e., the rate charged on the Company's revolving credit facility
fluctuates with the prime interest rate of its lender). However, interest rates
charged on finance receivables originated in the State of Arkansas are limited
to the federal discount rate (1.25% at October 31, 2002) plus 5.0%. Typically,
the Company charges interest on its Arkansas loans at or near the maximum rate
allowed by law. Thus, while the interest rates charged on the Company's loans do
not fluctuate once established, new loans originated in Arkansas are set at a
spread above the federal discount rate which does fluctuate. At October 31, 2002
approximately 68% of the Company's finance receivables were originated in
Arkansas. Assuming that this percentage is held constant for future loan
originations, the long-term effect of decreases in the federal discount rate
could have a negative effect on profitability of the Company. This is the case
because the amount of interest income lost on Arkansas originated loans would
likely exceed the amount of interest expense saved on the Company's variable
rate borrowings. The initial impact on profitability resulting from a decrease
in the federal discount rate is positive, as the immediate interest expense
savings outweighs the loss of interest income on new loan originations. However,
as the amount of new loans originated at the lower interest rate exceeds the
amount of variable interest rate borrowings, the effect on profitability becomes
negative.
The table below illustrates the impact which hypothetical changes in the
federal discount rate could have on the Company's continuing pretax earnings.
The calculations assume (i) the increase or decrease in the federal discount
rate remains in effect for two years, (ii) the increase or decrease in the
federal discount rate results in a like increase or decrease in the rate charged
on the Company's variable rate borrowings, (iii) the principal amount of finance
receivables ($103.4 million) and variable interest rate borrowings ($33.4
million), and the percentage of Arkansas originated finance receivables (68%),
remain constant during the periods, and (iv) the Company's historical collection
and charge-off experience continues throughout the periods.
<Table>
<Caption>
Year 1 Year 2
Increase (Decrease) Increase (Decrease) Increase (Decrease)
in Interest Rates in Pretax Earnings in Pretax Earnings
------------------ ------------------- -------------------
(in thousands) (in thousands)
+2% $ 53 $ 690
+1% 26 345
-1% (26) (345)
-2% (53) (690)
</Table>
A similar calculation and table was prepared as of April 30, 2002. That
calculation and table was materially consistent with the information provided
above.
19
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer, the
Company has evaluated the effectiveness of the design and operation of its
disclosure controls and procedures within 90 days of the filing date of this
quarterly report, and, based on their evaluation, the Chief Executive Officer
and Chief Financial Officer have concluded that these disclosure controls and
procedures are effective. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of their evaluation.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's 2002 annual meeting was held on September 25, 2002. The record
date for such meeting was August 16, 2002 on which date there were a total of
7,027,544 shares of common stock outstanding and entitled to vote. At the
meeting the Company's shareholders approved the election of directors as
follows:
Election of Directors:
<Table>
<Caption>
Votes Votes Votes
Director For Against Abstained
- ----------------------- --------- ---------- ----------
William H. Henderson 5,882,231 11,957 5,200
T.J. Falgout, III 5,689,851 204,337 5,200
Robert J. Kehl 5,888,463 5,725 5,200
J. David Simmons 5,888,263 5,925 5,200
Carl E. Baggett 5,784,717 109,471 5,200
Nan R. Smith 5,884,728 9,460 5,200
</Table>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
99.1 Form of Certification Pursuant to Section 906 of
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
During the fiscal quarter ended October 31, 2002 the Company
did not file any reports on Form 8-K.
20
SIGNATURES
Pursuant to the requirements of the Securities and 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\ Tilman J. Falgout, III
--------------------------------------------
Tilman J. Falgout, III
Chief Executive Officer
(Principal Executive Officer)
Dated: December 10, 2002 By: \s\ Mark D. Slusser
--------------------------------------------
Mark D. Slusser
Chief Financial Officer, Vice President
Finance and Secretary (Principal Financial
and Accounting Officer)
21
CERTIFICATION
I, Tilman J. Falgout III, Chief Executive Officer of America's
Car-Mart, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of America's
Car-Mart, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: December 10, 2002 \s\ Tilman J. Falgout, III
-------------------------------------
Tilman J. Falgout, III
Chief Executive Officer
22
CERTIFICATION
I, Mark D. Slusser, Chief Financial Officer, Vice President Finance and
Secretary of America's Car-Mart, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of America's
Car-Mart, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: December 10, 2002 \s\ Mark D. Slusser
---------------------------------------
Mark D. Slusser
Chief Financial Officer, Vice President
Finance and Secretary
23
AMERICA'S CAR-MART, INC.
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Form of Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
</Table>
24