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 October 31, 2022

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)

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

1805 North 2^nd Street, Suite 401, Rogers, Arkansas 72756

(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 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 filer ☐	Smaller reporting 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	December 7, 2022
Common stock, par value $.01 per share	6,368,840

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)  America’s Car-Mart, Inc.

Condensed Consolidated Balance Sheets

October 31, 2022 and April 30, 2022

(Dollars in thousands except share and per share amounts)	October 31, 2022			April 30, 2022
Assets:	(Unaudited)
Cash and cash equivalents	$	4,529		$	6,916
Restricted cash		32,565			35,671
Accrued interest on finance receivables		5,382			4,926
Finance receivables, net		986,919			863,674
Inventory		130,298			115,302
Income tax receivable, net		4,389			274
Prepaid expenses and other assets		9,489			9,044
Right-of-use asset		58,582			58,828
Goodwill		8,848			8,623
Property and equipment, net		65,169			51,438
Total Assets	$	1,306,170		$	1,154,696
Liabilities, mezzanine equity and equity:
Liabilities:
Accounts payable	$	24,763		$	20,055
Deferred accident protection plan revenue		49,243			43,936
Deferred service contract revenue		57,265			48,555
Accrued liabilities		33,321			32,630
Deferred income tax liabilities, net		35,620			30,449
Lease liability		61,496			61,481
Non-recourse notes payable		249,622			395,986
Revolving line of credit		302,123			44,670
Total liabilities		813,453			677,762
Commitments and contingencies (Note J)
Mezzanine equity:
Mandatorily redeemable preferred stock		400			400
Equity:
Preferred stock, par value $.01 per share, 1,000,000 shares authorized; none issued or outstanding		-			-
Common stock, par value $.01 per share, 50,000,000 shares authorized; 13,696,904 and 13,642,185 issued at October 31, 2022 and April 30, 2022, respectively, of which 6,368,840 and 6,371,977 were outstanding at October 31, 2022 and April 30, 2022, respectively		137			136
Additional paid-in capital		107,275			103,113
Retained earnings		682,226			665,410
Less: Treasury stock, at cost, 7,328,064 and 7,270,208 shares at October 31, 2022 and April 30, 2022, respectively		(297,421	)		(292,225	)
Total stockholders' equity		492,217			476,434
Non-controlling interest		100			100
Total equity		492,317			476,534
Total Liabilities, Mezzanine Equity and Equity	$	1,306,170		$	1,154,696

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

2

Condensed Consolidated Statements of Operations                             Three and Six Months Ended October 31, 2022 and 2021 America’s Car-Mart, Inc.

	Three Months Ended October 31,						Six Months Ended October 31,
(Dollars in thousands except share and per share amounts)	2022			2021			2022			2021
Revenues:	(Unaudited)						(Unaudited)
Sales	$	303,554		$	247,520		$	598,031		$	491,423
Interest and other income		48,286			37,019			92,627			70,605
Total revenues		351,840			284,539			690,658			562,028
Costs and expenses:
Cost of sales		206,142			157,167			399,257			309,930
Selling, general and administrative		42,911			37,161			86,145			75,961
Provision for credit losses		88,828			56,491			165,068			106,341
Interest expense		8,350			2,513			15,695			4,496
Depreciation and amortization		1,309			958			2,460			1,873
Loss on disposal of property and equipment		242			44			251			46
Total costs and expenses		347,782			254,334			668,876			498,647
Income before taxes		4,058			30,205			21,782			63,381
Provision for income taxes		919			6,780			4,946			13,902
Net income	$	3,139		$	23,425		$	16,836		$	49,479
Less: Dividends on mandatorily redeemable preferred stock		(10	)		(10	)		(20	)		(20	)
Net income attributable to common stockholders	$	3,129		$	23,415		$	16,816		$	49,459
Earnings per share:
Basic	$	0.49		$	3.59		$	2.64		$	7.53
Diluted	$	0.48		$	3.41		$	2.56		$	7.14
Weighted average number of shares used in calculation:
Basic		6,368,840			6,529,846			6,371,083			6,567,020
Diluted		6,548,271			6,863,273			6,574,928			6,930,604

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

3

Condensed Consolidated Statements of Cash Flows Six Months Ended October 31, 2022 and 2021 America’s Car-Mart, Inc.

	Six Months Ended October 31,
(In thousands)	2022			2021
	(Unaudited)
Operating Activities:
Net income	$	16,836		$	49,479
Adjustments to reconcile net income to net cash used in operating activities:
Provision for credit losses		165,068			106,341
Losses on claims for accident protection plan		11,232			10,012
Depreciation and amortization		2,460			1,873
Amortization of debt issuance costs		3,386			354
Loss on disposal of property and equipment		251			46
Stock based compensation		2,798			3,949
Deferred income taxes		5,171			4,378
Excess tax benefit from share based compensation		206			910
Change in operating assets and liabilities:
Finance receivable originations		(580,838	)		(476,580	)
Finance receivable collections		206,358			194,546
Accrued interest on finance receivables		(456	)		(1,019	)
Inventory		46,226			7,155
Prepaid expenses and other assets		(445	)		(1,789	)
Accounts payable and accrued liabilities		5,660			5,034
Deferred accident protection plan revenue		13,328			10,018
Deferred service contract revenue		14,402			15,504
Income taxes, net		(4,321	)		(162	)
Net cash used in operating activities		(92,678	)		(69,951	)
Investing Activities:
Purchase of investments		(225	)		(225	)
Purchase of property and equipment		(16,452	)		(6,844	)
Proceeds from sale of property and equipment		10			-
Net cash used in investing activities		(16,667	)		(7,069	)
Financing Activities:
Exercise of stock options		1,216			(1,007	)
Issuance of common stock		149			149
Purchase of common stock		(5,196	)		(19,963	)
Dividend payments		(20	)		(20	)
Change in cash overdrafts		-			(719	)
Debt issuance costs		(90	)		(1,788	)
Payments on non-recourse notes payable		(149,184	)		-
Proceeds from revolving line of credit		271,177			165,154
Payments on revolving line of credit		(14,200	)		(65,555	)
Net cash provided by financing activities		103,852			76,251
Decrease in cash, cash equivalents, and restricted cash		(5,493	)		(769	)
Cash, cash equivalents, and restricted cash beginning of period		42,587			2,893
Cash, cash equivalents, and restricted cash end of period	$	37,094		$	2,124

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

4

Condensed Consolidated Statements of Equity Three and Six Months Ended October 31, 2022 America’s Car-Mart, Inc.

					Additional								Non-
	Common Stock				Paid-In		Retained			Treasury			Controlling		Total
(In thousands, except share data)	Shares		Amount		Capital		Earnings			Stock			Interest		Equity
Balance at April 30, 2022		13,642,185	$	136	$	103,113	$	665,410		$	(292,225	)	$	100	$	476,534
Issuance of common stock		30,484		1		84		-			-			-		85
Stock options exercised		23,000		-		1,216		-			-			-		1,216
Purchase of 57,856 treasury shares		-		-		-		-			(5,196	)		-		(5,196	)
Stock based compensation		-		-		1,978		-			-			-		1,978
Dividends on subsidiary preferred stock		-		-		-		(10	)		-			-		(10	)
Net income		-		-		-		13,697			-			-		13,697
Balance at July 31, 2022 (Unaudited)		13,695,669	$	137	$	106,391	$	679,097		$	(297,421	)	$	100	$	488,304
Issuance of common stock		1,235		-		64		-			-			-		64
Stock based compensation		-		-		820		-			-			-		820
Dividends on subsidiary preferred stock		-		-		-		(10	)		-			-		(10	)
Net income		-		-		-		3,139			-			-		3,139
Balance at October 31, 2022 (Unaudited)		13,696,904	$	137	$	107,275	$	682,226		$	(297,421	)	$	100	$	492,317

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

5

Condensed Consolidated Statements of Equity Three and Six Months Ended October 31, 2021 America’s Car-Mart, Inc.

					Additional									Non-
	Common Stock				Paid-In			Retained			Treasury			Controlling		Total
(In thousands, except share data)	Shares		Amount		Capital			Earnings			Stock			Interest		Equity
Balance at April 30, 2021		13,591,889	$	136	$	98,812		$	570,505		$	(257,527	)	$	100	$	412,026
Issuance of common stock		673		-		81			-			-			-		81
Stock options exercised		15,281		-		(1,007	)		-			-			-		(1,007	)
Purchase of 81,742 treasury shares		-		-		-			-			(11,618	)		-		(11,618	)
Stock based compensation		-		-		2,972			-			-			-		2,972
Dividends on subsidiary preferred stock		-		-		-			(10	)		-			-		(10	)
Net income		-		-		-			26,054			-			-		26,054
Balance at July 31, 2021 (Unaudited)		13,607,843	$	136	$	100,858		$	596,549		$	(269,145	)	$	100	$	428,498
Issuance of common stock		7,186		-		68			-			-			-		68
Stock options exercised		8,381		-		-			-			-			-		-
Purchase of 66,701 treasury shares		-		-		-			-			(8,345	)		-		(8,345	)
Stock based compensation		-		-		977			-			-			-		977
Dividends on subsidiary preferred stock		-		-		-			(10	)		-			-		(10	)
Net income		-		-		-			23,425			-			-		23,425
Balance at October 31, 2021 (Unaudited)		13,623,410	$	136	$	101,903		$	619,964		$	(277,490	)	$	100	$	444,613

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.

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 two operating subsidiaries, America’s Car Mart, Inc., an Arkansas corporation (“Car-Mart of Arkansas”), 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 difficulties. As of October 31, 2022, the Company operated 154 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, 2022, which has been derived from audited financial statements, and the unaudited interim condensed financial statements as of October 31, 2022 and 2021, have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance 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 months ended October 31, 2022 are not necessarily indicative of the results that may be expected for the year ending April 30, 2023. 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, 2022.

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 individual dealership is similar in nature and only engages in the selling and financing of used vehicles. All individual dealerships have similar operating characteristics. As such, individual dealerships have been aggregated into one reportable segment.

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% of current period revenues resulting from sales to Arkansas customers.

As of October 31, 2022, and periodically throughout the period, the Company maintained cash in financial institutions in excess of the amounts insured by the federal government. The cash is held in several highly rated banking institutions. The Company regularly monitors its counterparty credit risk and mitigates exposure by limiting the amount it invests in one institution. The Company’s revolving credit facilities mature in September 2024.

7

 

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, 2021 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 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.

Restricted Cash

Restricted cash is related to the financing and securitization transaction discussed below and is held by the securitization trust.

Restricted cash from collections on auto finance receivables includes collections of principal, interest, and fee payments on auto finance receivables that are restricted for payment to holders of non-recourse notes payable pursuant to the applicable agreements.

The restricted cash on deposit in reserve accounts is for the benefit of holders of non-recourse notes payable, and these funds are not expected to be available to the Company or its creditors. If the cash generated by the related receivables in a given period was insufficient to pay the interest, principal, and other required payments, the balances on deposit in the reserve accounts would be used to pay those amounts.

Restricted cash consisted of the following at October 31, 2022 and April 30, 2022:

(In thousands)	October 31, 2022		April 30, 2022
Restricted cash from collections on auto finance receivables	$	21,071	$	24,242
Restricted cash on deposit in reserve accounts		11,494		11,429
Restricted Cash	$	32,565	$	35,671

Financing and Securitization Transactions

The Company utilizes a term securitization to provide long-term funding for a portion of the auto finance receivables initially funded through the debt facilities. In these transactions, a pool of auto finance receivables is sold to a special purpose entity that, in turn, transfers the receivables to a special purpose securitization trust. The securitization trust issues asset-backed securities, secured or otherwise supported by the transferred receivables, and the proceeds from the sale of the asset-backed securities are used to finance the securitized receivables.

The Company is required to evaluate term securitization trusts for consolidation. In the Company’s role as servicer, it has the power to direct the activities of the trust that most significantly impact the economic performance of the trust. In addition, the obligation to absorb losses (subject to limitations) and the rights to receive any returns of the trust, remain with the Company. Accordingly, the Company is the primary beneficiary of the trust and is required to consolidate it.

The Company recognizes transfers of auto finance receivables into the term securitization as secured borrowings, which result in recording the auto finance receivables and the related non-recourse notes payable on our consolidated balance sheet. These auto finance receivables can only be used as collateral to settle obligations of the related non-recourse notes payable. The term securitization investors have no recourse to the Company’s assets beyond the related auto finance receivables, the amounts on deposit in the reserve account, and the restricted cash from collections on auto finance receivables. See Notes C and F for additional information on auto finance receivables and non-recourse notes payable.

8

 

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 16.5% using the simple effective interest method including any deferred fees. 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 ($5.4 million at October 31, 2022 and $4.9 million at April 30, 2022 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 79% 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. On October 31, 2022, 3.6% of the Company’s finance receivable balances were 30 days or more past due, compared to 3.0% at April 30, 2022.

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. At the time of originating a finance agreement, the Company requires customers to meet certain criteria that demonstrate their intent and ability to pay for the financed principal and interest on the vehicle they are purchasing. However, the Company recognizes that their customer base is at a higher risk of default given their impaired or limited credit histories.

The Company strives to keep its delinquency percentages low, and not to repossess vehicles. Accounts one to three days late are contacted by telephone or text messaging notifications. Notes from each contact are electronically maintained in the Company’s computer system. The Company also utilizes text messaging notifications that allow customers the option to receive due date reminders 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 money 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-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.

The Company takes steps to repossess a vehicle when the customer becomes delinquent in his or her payments and management determines that timely collection of future payments is not probable. Accounts are charged-off after the expiration of a statutory notice period for repossessed accounts, or when management determines that 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. On average, accounts are approximately 68 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 amount of the net repossession and charge-off loss is also reduced by any deferred service contract and accident protection plan revenue at the time of charge-off.

9

 

The Company maintains an allowance for credit losses on an aggregate basis at an amount it considers sufficient to cover losses expected to be incurred on the portfolio at the measurement date. The Company accrues an estimated loss for the amount it believes will not be collected. At October 31, 2022, the weighted average total contract term was 44.8 months with 35.5 months remaining. The reserve amount in the allowance for credit losses at October 31, 2022, $273 million, was 23.65% of the principal balance in finance receivables of $1.3 billion, less unearned accident protection plan revenue of $49.2 million and unearned service contract revenue of $57.3 million. The allowance for credit losses represents management’s best estimate of lifetime expected losses based on reasonable and supportable forecasts, historical credit loss experience and other quantitative considerations, such as changes in contract characteristics (i.e., average amount financed and term), delinquency levels, collateral values, current economic conditions and underwriting and collection practices. 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 as of October 31, 2022. 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. Approximately 50% of the charge-offs that will ultimately occur in the portfolio are expected to occur within 10-12 months following the balance sheet date. The average age of an account at charge-off date is 12.1 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.

● An adjustment to the previous twelve months to reflect the significant increase in the average amount financed and the resulting monthly payment and term length.

● A forecast of expected losses for a period of one year, including considerations for the impact of forecasted levels of inflation and other macroeconomic factors.

A historical point loss rate is produced by this analysis which is then adjusted to reflect current conditions and the Company’s reasonable and supportable forecast of expected losses for a period of one year, including the review of static pools coupled with any positive or negative subjective factors to arrive at an overall reserve amount that management considers to be a reasonable estimate of losses to be incurred on the portfolio at the measurement date. 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 lending 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 an accident 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 product, or the vehicle has been stolen. The Company periodically evaluates anticipated losses to ensure that if anticipated losses exceed deferred accident protection plan revenues, an additional liability is recorded for such difference. No such liability was required at October 31, 2022 or April 30, 2022.

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.

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 qualitative 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. The implied goodwill is compared to the carrying value of the goodwill to determine the impairment, if any. There was no impairment of goodwill during the six months ended October 31, 2022 or during the 2022 fiscal year.

Goodwill totaled $8.8 million at October 31, 2022 and $8.6 million at April 30, 2022.

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Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. 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 principally using the straight-line method generally over the following estimated useful lives:

Furniture, fixtures and equipment (in years)	3	to	7
Leasehold improvements (in years)	5	to	15
Buildings and improvements (in years)	18	to	39

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 basis 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 22.7% and 21.9% for the six months ended October 31, 2022 and October 31, 2021, respectively. Total income tax expense for the six months ended October 31, 2022 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 $206,000 and $910,000 for the six months ended October 31, 2022 and 2021, respectively, related to excess tax benefits on share based compensation.

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-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.

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 2018.

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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 October 31, 2022 or April 30, 2022.

Revenue Recognition

Revenues are generated principally from the sale of used vehicles, which in most cases includes a service contract and an accident protection plan product, as well as 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. Accident 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. Accident protection plan revenues are included in sales and related losses are included in cost of sales as incurred. Any unearned revenue from ancillary products is charged-off at the time of repossession. 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 for the three and six months ended October 31, 2022 and 2021 consisted of the following:

	Three Months Ended October 31,				Six Months Ended October 31,
(In thousands)	2022		2021		2022		2021
Sales – used autos	$	263,743	$	218,326	$	522,795	$	433,335
Wholesales – third party		17,223		11,441		31,042		23,736
Service contract sales		14,002		10,104		27,188		19,381
Accident protection plan revenue		8,586		7,649		17,006		14,971
Total	$	303,554	$	247,520	$	598,031	$	491,423

At October 31, 2022 and 2021, finance receivables more than 90 days past due were approximately $3.5 million and $6.5 million, respectively. Late fee revenues totaled approximately $2.0 million and $1.4 million for the six months ended October 31, 2022 and 2021, 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 six months ended October 31, 2022 that was included in the April 30, 2022 deferred service contract revenue was $17.1 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 accounts 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 $206,000 and $910,000 for the six months ended October 31, 2022 and 2021, 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.

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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 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.

Recently Issued Accounting Pronouncements Not Yet Adopted

Financial Instruments – Credit Losses. In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses. The guidance changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. This guidance will affect the Company’s vintage disclosures related to current-period gross write-offs by year of origination for financing receivables. The amendments in this update are effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact this guidance may have on the consolidated financial statements.

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 a fixed interest rate of 16.5% per annum (19.5% to 21.5% in Illinois), are collateralized by the vehicle sold and typically provide for payments over periods ranging from 18 to 54 months. The Company’s finance receivables are defined as one segment and one class of loans, which is sub-prime consumer automobile contracts. The level of risks in the Company’s finance receivables is managed as one homogeneous pool.

The components of finance receivables are as follows:

(In thousands)	October 31, 2022			April 30, 2022
Gross contract amount	$	1,584,745		$	1,378,803
Less unearned finance charges		(325,096	)		(277,306	)
Principal balance		1,259,649			1,101,497
Less allowance for credit losses		(272,730	)		(237,823	)
Finance receivables, net	$	986,919		$	863,674

Changes in the finance receivables, net are as follows:

	Six Months Ended October 31,
(In thousands)	2022			2021
Balance at beginning of period	$	863,674		$	632,270
Finance receivable originations		580,838			476,580
Finance receivable collections		(206,358	)		(194,546	)
Provision for credit losses		(165,068	)		(106,341	)
Losses on claims for accident protection plan		(11,232	)		(10,012	)
Inventory acquired in repossession and accident protection plan claims		(74,935	)		(33,881	)
Balance at end of period	$	986,919		$	764,070

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

	Six Months Ended October 31,
(In thousands)	2022			2021
Balance at beginning of period	$	237,823		$	177,267
Provision for credit losses		165,068			106,341
Charge-offs, net of recovered collateral and deferred ancillary product revenue		(130,161	)		(74,651	)
Balance at end of period	$	272,730		$	208,957

Amounts recovered from previously written-off accounts were approximately $1.2 million and $1.1 million for the six months ended October 31, 2022 and 2021, respectively.

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

The historical level of actual 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 increased to 11% for the six months ended October 31, 2022, compared to 8.4% for the prior year period. The primary driver of the increase in net charge-offs compared to the same quarter in the prior year was an increased frequency of losses coupled with a slight increase in the relative severity of losses.

Collections and delinquency levels can have a significant effect on additions to the allowance and are reviewed frequently. Principle collections as a percentage of average finance receivables were 17.4% for the six months ended October 31, 2022 compared to 21.9% for the same period in the prior year. Principal collections decreased primarily due to the term extensions coupled with the fewer early payoffs. Delinquencies greater than 30 days were 3.6% and 4.0% at October 31, 2022 and 2021, respectively.

In addition to the objective factors discussed above, the Company also considers macro-economic factors that would affect its customers non-discretionary income, such as changes in unemployment levels, gasoline prices, and prices for staple items to develop reasonable and supportable forecasts for the lifetime expected losses. These economic forecasts are utilized alongside historical loss information in order to estimate expected losses in the portfolio over the following twelve-month period, at which point the Company will immediately revert to the point estimate produced by the Company’s analysis of historical loss information to estimate expected losses from the portfolio for the remaining contractual lives of its finance receivables. See “Finance Receivables, Repossessions and Charge-offs and Allowance for Credit Losses” in Note B for a description of the historical data included in this analysis.

Credit quality information for finance receivables is as follows:

(Dollars in thousands)	October 31, 2022					April 30, 2022					October 31, 2021
	Principal		Percent of			Principal		Percent of			Principal		Percent of
	Balance		Portfolio			Balance		Portfolio			Balance		Portfolio
Current	$	1,028,291		81.63	%	$	958,808		87.05	%	$	819,314		84.78	%
3 - 29 days past due		185,434		14.72	%		109,873		9.97	%		108,563		11.23	%
30 - 60 days past due		35,258		2.80	%		22,477		2.04	%		24,499		2.53	%
61 - 90 days past due		7,151		0.57	%		7,360		0.67	%		7,509		0.78	%
> 90 days past due		3,515		0.28	%		2,979		0.27	%		6,540		0.68	%
Total	$	1,259,649		100.00	%	$	1,101,497		100.00	%	$	966,425		100.00	%

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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.

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 monitors customer scores, contract term length, down payment percentages, and collections for credit quality indicators.

	Six Months Ended October 31,
	2022			2021
Average total collected per active customer per month	$	515		$	486
Principal collected as a percent of average finance receivables		17.4	%		21.9	%
Average down-payment percentage		5.2	%		6.4	%
Average originating contract term (in months)		42.5			39.7

	October 31, 2022		October 31, 2021
Portfolio weighted average contract term, including modifications (in months)		44.8		40.0

The reduction of principal collected was in line with the expected change due to the average term increases and the absence of stimulus payments in the economy in the current year. The portfolio weighted average contract term increased primarily due to the increased average selling price, up $2,478 or 15.9% from the prior year period.

When customers apply for financing, the Company’s proprietary scoring model relies on the customers’ credit histories and certain application information to evaluate and rank their risk. The Company obtains credit histories and other credit data that includes information such as number of different addresses, age of oldest record, high risk credit activity, job time, time at residence and other factors. The application information that is used includes income, collateral value and down payment. The scoring models yield credit grades that represent the relative likelihood of repayment. Customers with the highest probability of repayment are 6 rated customers. Customers assigned a lower grade are determined to have a lower probability of repayment. For loans that are approved, the credit grade influences the terms of the agreement, such as the maximum amount financed, term length and minimum down payment. After origination, credit grades are generally not updated.

The Company uses a combination of the initial credit grades and historical performance to monitor the credit quality of the finance receivables on an ongoing basis, and the accuracy of the scoring model is validated periodically. Loan performance is reviewed on a recurring basis to identify whether the assigned grades adequately reflect the customers’ likelihood of repayment.

The following table presents a summary of finance receivables by credit quality indicator, as of October 31, 2022, segregated by customer score.

	As of October 31, 2022
(Dollars in thousands)	Fiscal Year of Origination										Prior to
Customer Rating	2023		2022		2021		2020		2019		2019		Total		%
1-2	$	23,888	$	22,264	$	5,838	$	741	$	12	$	-	$	52,743		4.2	%
3-4	$	174,553	$	167,298	$	48,272	$	4,422	$	157	$	9	$	394,711		31.3	%
5-6	$	329,882	$	359,342	$	110,775	$	11,677	$	505	$	14	$	812,195		64.5	%
Total	$	528,323	$	548,904	$	164,885	$	16,840	$	674	$	23	$	1,259,649		100.0	%

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The following table presents a summary of finance receivables by credit quality indicator, as of October 31, 2021, segregated by customer score.

	As of October 31, 2021
(Dollars in thousands)	Fiscal Year of Origination										Prior to
Customer Rating	2022		2021		2020		2019		2018		2018		Total		%
1-2	$	24,599	$	21,147	$	6,009	$	342	$	17	$	-	$	52,114		5.4	%
3-4	$	150,049	$	141,371	$	34,291	$	2,361	$	100	$	32	$	328,204		34.0	%
5-6	$	263,270	$	255,285	$	60,690	$	6,343	$	477	$	42	$	586,107		60.6	%
Total	$	437,918	$	417,803	$	100,990	$	9,046	$	594	$	74	$	966,425		100.0	%

D – Property and Equipment

A summary of property and equipment is as follows:

(In thousands)	October 31, 2022			April 30, 2022
Land	$	12,454		$	11,749
Buildings and improvements		18,836			13,876
Furniture, fixtures and equipment		18,176			16,189
Leasehold improvements		43,214			36,392
Construction in progress		15,143			14,234
Less accumulated depreciation and amortization		(42,654	)		(41,002	)
Total	$	65,169		$	51,438

E – Accrued Liabilities

A summary of accrued liabilities is as follows:

(In thousands)	October 31, 2022		April 30, 2022
Employee compensation	$	11,854	$	12,865
Deferred sales tax (see Note B)		8,354		7,388
Reserve for APP claims		4,561		4,761
Fair value of contingent consideration		3,544		3,544
Health insurance payable		977		1,041
Accrued interest payable		1,486		813
Other		2,545		2,218
Total	$	33,321	$	32,630

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F – Debt Facilities

A summary of debt facilities is as follows:

(In thousands)	October 31, 2022			April 30, 2022
Non-recourse notes payable	$	250,816		$	399,994
Debt issuance costs		(1,194	)		(4,008	)
Non-recourse notes payable, net	$	249,622		$	395,986
Revolving line of credit	$	303,637		$	46,674
Debt issuance costs		(1,514	)		(2,004	)
Revolving line of credit, net	$	302,123		$	44,670
Total debt	$	551,745		$	440,656

Revolving Line of Credit

On September 30, 2019, the Company and its subsidiaries, Colonial, Car-Mart of Arkansas (“ACM”) and Texas Car-Mart, Inc. (“TCM”) entered into a 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, and Wells Fargo Bank, N.A. 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.

On October 29, 2020, the Company and its subsidiaries entered into Amendment No. 1 to the Agreement to expand the Company’s borrowing base by removing the limitations on the inclusion in the borrowing base of finance receivable balances on medium- and long-term vehicle contracts (those having an original contract term between 36 and 42 months or between 42 and 60 months, respectively), which were previously limited to 15% and 5%, respectively, and an aggregate of 15% of the eligible finance receivable balances for purposes of determining the Company’s borrowing base. Under Amendment No. 1, finance receivables from vehicle contracts not exceeding 60 months in duration that meet certain other conditions are eligible for inclusion in the borrowing base calculation.

Amendment No. 1 also allows the Company to make certain strategic business acquisitions and expanded the Company’s ability to dispose of real estate, equipment, and other property, subject to certain limitations. Amendment No. 1 permits the Company to acquire strategic targets engaged in the same or a reasonably related business to the Company’s business, provided that, among other requirements, the aggregate consideration paid for all acquired businesses in any one fiscal year does not exceed $20.0 million. Amendment No. 1 also permits the Company to dispose of up to $5.0 million and $1.0 million of real estate and other property, respectively, subject to certain conditions, and also permits the Company to select one or more additional lenders, subject to the written consent of BMO Harris Bank, N.A., as agent, to participate in any increase of the Colonial revolving line of credit under the Agreement’s accordion feature.

On December 31, 2020, the Company through its operating subsidiaries exercised an option under the Agreement to increase its total revolving credit facilities by $85 million from $241 million to $326 million pursuant to the Agreement’s accordion feature. In connection with this increase, MUFG Union Bank, N.A. joined the lending group as a new lender. In addition to the increased permitted borrowings, the Company designated BOKF, NA d/b/a BOK Financial and Wells Fargo Bank, N.A. as co-syndication agents and First Horizon Bank and MUFG Union Bank, N.A. as co-documentation agents under the Agreement.

On February 10, 2021, the Company and its subsidiaries entered into Amendment No. 2 to the Agreement to increase the Company’s permissible capital expenditure amount from $10 million to $25 million in the aggregate during any fiscal year.

On September 29, 2021, the Company and its subsidiaries entered into Amendment No. 3 to the Agreement, which extends the term of the revolving credit facilities to September 29, 2024 and increases the total permitted borrowings by $274 million from $326 million to $600 million. In connection with the increase, CIBC Bank USA and Axos Bank joined the group of lenders. Additionally, Amendment No. 3 amended the distribution limitation to renew the aggregate limit on the Company’s repurchases of its common stock, increased the Company’s permissible capital expenditure amount from $25 million to $35 million in the aggregate, during any fiscal year, restored the accordion feature back to $100 million, and added certain mechanics for the replacement of LIBOR as the applicable benchmark interest rate under the Agreement, including mechanics to transition upon the cessation of LIBOR to a rate based upon the secured overnight financing rate (“SOFR”) published by the Federal Reserve Bank of New York.

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On April 22, 2022, the Company and its subsidiaries entered into Amendment No. 4 to the Agreement, which permits the sale, contribution, or transfer of vehicle contracts to, and certain repurchases of such contracts from, a special purpose subsidiary of the Company in connection with a securitization transaction, in each case subject to specified conditions. Amendment No. 4 also replaced LIBOR as the applicable benchmark interest rate with SOFR and increased the unused line fee rate from 0.25% to 0.375% if the average daily amount outstanding during the preceding month is less than 50% of the revolver commitments.

The revolving credit facilities are collateralized primarily by finance receivables and inventory, are cross collateralized and contain a guarantee by the Company. 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 SOFR plus 2.35%, with a minimum of 2.25%. The interest rate under the credit facilities was 6.25% at October 31, 2022 and 2.85% at April 30, 2022. 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 (see note B).

The Company was in compliance with the covenants at October 31, 2022. 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 October 31, 2022, the Company had additional availability of approximately $50 million under the revolving credit facilities.

The Company recognized approximately $500,000 and $354,500 of amortization for the six months ended October 31, 2022 and 2021, respectively, related to debt issuance costs associated with the credit facilities. The amortization is reflected as interest expense in the Company’s Condensed Consolidated Statements of Operations.

Non-Recourse Notes Payable

The non-recourse notes payable were issued in four classes on April 27, 2022 with a weighted average fixed coupon rate of 5.14% per annum and collateralized by auto loans directly originated by the Company. Credit enhancement for the non-recourse notes payable consists of overcollateralization, a reserve account funded with an initial amount of not less than 2.0% of the pool balance, excess interest on the auto finance receivables, and in some cases, the subordination of certain payments to noteholders of less senior classes of notes. The timing of principal payments on the non-recourse notes payable is based on the timing of principal collections and defaults on the related auto finance receivables. Notes payable related to the term securitization transaction accrue interest predominately at fixed rates and have scheduled maturities through April 20, 2029, but may mature earlier, depending upon repayment rate of the underlying auto finance receivables. See Note B for additional information.

The Company recognized $2.8 million of amortization for the six months ended October 31, 2022 related to debt issuance costs associated with the non-recourse notes payable. The amortization is reflected as interest expense in the Company’s Condensed Consolidated Statements of Operations.

G – Fair Value Measurements

Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Topic 820 describes three levels of inputs that may be used to measure fair value:

● Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities.

● Level 2 Inputs – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

● Level 3 Inputs – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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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, cash equivalents, and restricted cash	The carrying amount is considered to be a reasonable estimate of fair value due to the short-term nature of the financial instruments (Level 1).
Finance receivables, net	The Company estimated the fair value of its receivables at what a third-party purchaser might be willing to pay. The Company has had discussions with third parties and has bought and sold portfolios and has had a third-party appraisal in January 2019 that indicates a range of 34% to 39% discount to face would be a reasonable fair value in a negotiated third-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 (Level 2).
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 (Level 2).
Revolving line of credit	The fair value approximates carrying value due to the variable interest rates charged on the borrowings, which reprice frequently (Level 2).
Non-recourse notes payable	The fair value was based upon inputs derived from prices for similar instruments at period end (Level 2).

The estimated fair values, and related carrying amounts, of the financial instruments included in the Company’s financial statements at October 31, 2022 and April 30, 2022 are as follows:

	October 31, 2022				April 30, 2022
(In thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Cash and cash equivalents	$	4,529	$	4,529	$	6,916	$	6,916
Restricted cash		32,565		32,565		35,671		35,671
Finance receivables, net		986,919		774,684		854,290		677,421
Accounts payable		24,763		24,763		20,055		20,055
Revolving line of credit		302,123		302,123		44,670		44,670
Non-recourse notes payable		249,622		249,622		395,986		395,986

19

 

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 October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Weighted average shares outstanding-basic		6,368,840		6,529,846		6,371,083		6,567,020
Dilutive options and restricted stock		179,431		333,427		203,845		363,584
Weighted average shares outstanding-diluted		6,548,271		6,863,273		6,574,928		6,930,604
Antidilutive securities not included:
Options		357,500		25,000		577,500		55,000
Restricted stock		31,227		4,000		36,359		4,000

I – Stock-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 October 31, 2022 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 $2.8 million ($2.1 million after tax effects) and $3.9 million ($3.0 million after tax effects) for the six months ended October 31, 2022 and 2021, 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 Plan

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 Stock Option Plan to June 10, 2025 and increased the number of shares of common stock reserved for issuance under the plan by an additional 300,000 shares 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. On August 30, 2022, 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 185,000 shares to 2,385,000 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 outstanding under the Company’s stock option plans expire in the calendar years 2023 through 2032.

	Restated Option Plan
Minimum exercise price as a percentage of fair market value at date of grant		100%
Last expiration date for outstanding options	May 1, 2032
Shares available for grant at October 31, 2022		77,500

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.

20

 

	Six Months Ended October 31,
	2022			2021
Expected terms (years)		5.5			5.5
Risk-free interest rate		3.59	%		0.86	%
Volatility		55	%		51	%
Dividend yield		-			-

The expected term of the options is based on evaluations of historical and expected future 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 137,500 and 30,000 options granted during the six months ended October 31, 2022 and 2021, respectively. The grant-date fair value of options granted during the six months ended October 31, 2022 and 2021 was $5.0 million and $2.1 million, respectively. The options were granted at fair market value on the date of grant.

Stock option compensation expense was $2.2 million ($1.7 million after tax effects) and $3.4 million ($2.6 million after tax effects) for the six months ended October 31, 2022 and 2021, respectively. As of October 31, 2022, the Company had approximately $5.2 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 1.4 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.

	Six Months Ended October 31,
(Dollars in thousands)	2022		2021
Options exercised		23,000		56,500
Cash received from option exercises	$	1,216	$	251
Intrinsic value of options exercised	$	1,204	$	4,896

There were no options exercised through net settlements during the six months ended October 31, 2022.

The aggregate intrinsic value of outstanding options at October 31, 2022 and 2021 was $5.1 million and $24.2 million, respectively. As of October 31, 2022, there were 268,400 vested and exercisable stock options outstanding with an aggregate intrinsic value of $2.9 million, a weighted average remaining contractual life of 5.7 years, and a weighted average exercise price of $77.40.

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.

There were 27,132 restricted shares granted during the six months ended October 31, 2022 and 4,500 restricted shares granted during the six months ended October 31, 2021. A total of 70,566 shares remained available for award at October 31, 2022. There were 172,461 unvested restricted shares outstanding as of October 31, 2022 with a weighted average grant date fair value of $60.87.

As of October 31, 2022, the Company had approximately $6.2 million of total unrecognized compensation cost related to unvested awards granted under the Restated Incentive Plan, which the Company expects to recognize over a weighted-average remaining period of 4.4 years. The Company recorded compensation cost of approximately $548,000 ($418,000 after tax effects) and $509,000 ($390,000 after tax effects) related to the Restated Incentive Plan during the six months ended October 31, 2022 and 2021, respectively.

21

 

There were no modifications to any of the Company’s outstanding share-based payment awards during fiscal 2022 or during the first six months of fiscal 2023.

J – Commitments and Contingencies

The Company has entered into operating leases for approximately 81% 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 $4.4 million and $3.9 million for the six-month periods ended October 31, 2022 and 2021, respectively.

Scheduled amounts and timing of cash flows arising from operating lease payments as of October 31, 2022, discounted at the weighted average interest rate in effect as of October 31, 2022 of approximately 4.4%, are as follows:

Maturity of lease liabilities
2023 (remaining)	$	3,791
2024		7,261
2025		7,151
2026		6,581
2027		6,058
Thereafter		51,065
Total undiscounted operating lease payments		81,907
Less: imputed interest		(20,411	)
Present value of operating lease liabilities	$	61,496

The Company has two standby letters of credit relating to insurance policies totaling $750,000 at October 31, 2022.

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.

22

 

K - Supplemental Cash Flow Information

Supplemental cash flow disclosures are as follows:

	Six Months Ended October 31,
(In thousands)	2022		2021
Supplemental disclosures:
Interest paid	$	15,023	$	4,430
Income taxes paid, net		3,888		8,777
Non-cash transactions:
Inventory acquired in repossession and accident protection plan claims		61,222		33,881
Reduction in net receivables for deferred ancillary product revenue at time of charge-off		13,714		6,602
Net settlement option exercises		-		4,291

L – Correction of an Immaterial Error in Previously Issued Financial Statements

Subsequent to the issuance of our interim financial statements for the period ended July 31, 2022, certain immaterial errors were identified and have been corrected in our historical information related to the classification of deferred revenue of ancillary products at the time an account is charged off and the calculation for allowance for credit losses.  The amount of deferred revenue related to ancillary products for a customer account that is charged off has historically been recognized as sales revenue at the time of charge-off because the performance obligations for the deferred revenue are no longer required to be delivered by the Company at the time of charge-off.  It was determined that this amount should be recorded as a reduction to customer accounts receivable at the time of charge-off, thus reducing the amounts historically reported in sales revenue, net charge-offs, the provision for credit losses and the allowance for credit losses as well as the corresponding deferred tax liability. As a result, certain amounts for sales revenue, provision for credit losses, charge-offs, net of collateral recovered, the allowance for credit losses and other related amounts have been revised from the amounts previously reported to correct these errors. Management has evaluated the materiality of these corrections to its prior period financial statements from a quantitative and qualitative perspective and has concluded that this change was not material to any prior annual or interim period.

The effects of the corrections to each of the individual affected line items in our Consolidated Balance Sheets and Consolidated Statements of Operations were as follows (in thousands):

	April 30, 2022
(In thousands)	As Previously Reported		Corrections		As Corrected
Finance receivables, net	$	854,290	$	9,384	$	863,674
Deferred income tax liabilities, net		28,233		2,216		30,449
Retained earnings		658,242		7,168		665,410

	Six Months Ended October 31, 2021
(In thousands)	As Previously Reported		Corrections			As Corrected
Sales	$	498,025	$	(6,602	)	$	491,423
Provision for credit losses		115,055		(8,714	)		106,341
Provision for income taxes		13,409		493			13,902
Net income		47,860		1,619			49,479
Net income attributable to common shareholders		47,840		1,619			49,459
Earnings per share:
Basic		7.28		0.25			7.53
Diluted		6.90		0.24			7.14

	Three Months Ended October 31, 2021
(In thousands)	As Previously Reported		Corrections			As Corrected
Sales	$	251,282	$	(3,762	)	$	247,520
Provision for credit losses		60,947		(4,456	)		56,491
Provision for income taxes		6,618		162			6,780
Net income		22,893		532			23,425
Net income attributable to common shareholders		22,883		532			23,415
Earnings per share:
Basic		3.50		0.09			3.59
Diluted		3.33		0.08			3.41

	Three Months Ended July 31, 2022
(In thousands)	As Previously Reported		Corrections			As Corrected
Sales	$	300,540	$	(6,064	)	$	294,476
Provision for credit losses		82,903		(6,662	)		76,241
Provision for income taxes		3,884		143			4,027
Net income		13,242		455			13,697
Net income attributable to common shareholders		13,242		455