false
0000799850
0000799850
2024-02-28
2024-02-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2024
AMERICA’S CAR-MART, INC.
(Exact name of registrant as specified in its charter)
Texas |
0-14939 |
63-0851141 |
(State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. Employer Identification No.) |
1805 North 2nd Street, Suite 401, Rogers, Arkansas 72756
(Address of principal executive offices, including zip code)
(479) 464-9944
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
|
Item 1.01. |
Entry into a Material Definitive Agreement. |
On February 28, 2024, America’s Car-Mart, Inc., a Texas corporation
(the “Company”), and its subsidiaries, Colonial Auto Finance, Inc., an Arkansas corporation (“Colonial”), America’s
Car Mart Inc., an Arkansas corporation (“ACM”), and Texas Car-Mart, Inc., a Texas corporation (“TCM” and collectively
with Colonial and ACM, the “Borrowers”), entered into Amendment No. 6 to the Third Amended and Restated Loan and Security
Agreement (“Agreement”), dated as of September 30, 2019, by and among the Company, Colonial, ACM, TCM and a group of lenders,
as previously amended on October 29, 2020, February 10, 2021, September 29, 2021, April 22, 2022 and February 22, 2023.
Amendment No. 6 to the Agreement (the “Amendment”) extends
the term of the Company’s revolving credit facilities to September 30, 2025 and reduces the total permitted borrowings from $600
million to $340 million, including a reduction in the Colonial revolving line of credit from $570 million to $310 million. The ACM-TCM
revolving line of credit remains at $30 million. The lending group now includes BMO Harris Bank N.A. ($88 million commitment), Axos Bank
($84 million commitment), BOKF, NA d/b/a BOK Financial ($55 million commitment), MUFG Union Bank, N.A. ($48 million commitment, down from
$84 million), First Horizon Bank ($25 million commitment, down from $75 million), Commerce Bank ($25 million commitment, down from $40
million), and Arvest Bank ($15 million commitment, down from $40 million). In connection with the Amendment, Wells Fargo Bank, N.A. and
CIBC Bank USA withdrew from the group of lenders. The Amendment also restores the accordion feature of the credit facilities back to $100,000,000
as of February 28, 2024 and makes certain other adjustments and modifications to the terms of the Agreement. At January 31, 2024, the
end of the Company’s third fiscal quarter, there was approximately 125.6 million in additional availability under the Agreement.
The reduction in the facility size was primarily due to improve efficiencies
in the use of fundings since the Company is utilizing the Asset Backed Securitization market, as well as a function of the number of lenders
in the facility.
The reduction in the total permitted borrowings will reduce the Company’s
expense for unused line fees for the unused availability under the credit facilities based on the Company’s recent borrowings. However,
the Amendment increases the unused line fee rate from 0.375% to 0.50% if the average daily amount of the revolver loan borrowings outstanding
during the immediately preceding month is less than 50% of total revolver commitments. The unused fee line rate for average daily revolver
loan borrowings outstanding during the immediately preceding month equal to or exceeding 50% of total revolver commitments remains unchanged
at 0.25%.
The Amendment removes the existing pricing tiers for determining the applicable
interest rate, which were based on the Company’s consolidated leverage ratio for the preceding fiscal quarter, and establishes the
applicable margin for determining the interest rate at 1.0% plus a base rate for base rate revolver loans and 3.5% plus the adjusted Term
SOFR for SOFR-based revolver loans. The Amendment updates the financial covenants under the Agreement to remove certain provisions that
triggered compliance with a fixed charge coverage ratio upon borrowings exceeding certain thresholds and to provide for a full-time fixed
charge coverage ratio covenant. The Amendment sets the required fixed charge coverage ratio, which measures the Company’s fixed
charges (as defined in the Agreement) to its earnings before interest, taxes, depreciation and amortization (“EBITDA”), at
1.00 to 1.0 through August 31, 2024, 1.15 to 1.0 from September 30, 2024 through December 31, 2024, and 1.25 to 1.0 beginning January
31, 2025 and thereafter. The fixed charge coverage ratio will be calculated on a trailing 12-month basis. The Amendment also redefines
EBITDA to exclude allowance provisions or reserves and include net-charge offs for Colonial. In addition, the Amendment updates the calculation
of the Company’s borrowing base to allow greater vehicle eligibility by updating the definition of eligible vehicle inventory to
include vehicles purchased for less than $20,000 increased from $15,000 (less than $30,000, increased from $25,000, for trucks and sport
utility vehicles) and extending the period in which net charge-offs, past due receivables and repossession can exceed a set limit under
the Agreement from a maximum of two months to three months.
Finally, the Amendment updates the definition of “permitted acquisitions”
to allow the Company to make strategic business acquisitions so long as the aggregate cash consideration paid for all acquired businesses
in any one fiscal year does not exceed $20.0 million and to provide more flexibility in the financial statement requirements for permitted
acquisitions in which the total consideration exceeds $10 million.
Certain members of the lending group under the Agreement, or their respective
affiliates, have or may have various relationships with the Company and its subsidiaries involving the provision of a variety of financial
services, including treasury management, commercial banking, trust, financial advisory or other financial and commercial services, for
which they received, or will receive, customary fees and expenses.
The above description is a summary and is qualified in its entirety by Amendment No. 6, which
is filed as an exhibit to this report and is incorporated herein by reference.
|
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant. |
The information set forth above under Item 1.01 is hereby incorporated
by reference into this Item 2.03.
|
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
10.1 |
|
Third Amended and Restated Loan and Security Agreement dated September 30, 2019, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with BMO Harris Bank, N.A., as Agent, Lead Arranger and Book Manager (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2019). |
|
|
|
10.2 |
|
Amendment No. 1 to Third Amended and Restated Loan and Security Agreement dated October 29, 2020, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with BMO Harris Bank, N.A., as Agent, Lead Arranger and Book Manager (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2020). |
|
|
|
10.3 |
|
Amendment No. 2 to Third Amended and Restated Loan and Security Agreement dated February 10, 2021, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with BMO Harris Bank, N.A., as Agent, Lead Arranger and Book Manager (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 16, 2021). |
|
|
|
10.4 |
|
Amendment No. 3 to Third Amended and Restated Loan and Security Agreement dated September 29, 2021, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with BMO Harris Bank, N.A., as Agent, Lead Arranger and Book Manager (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2021). |
|
|
|
10.5 |
|
Amendment No. 4 to Third Amended and Restated Loan and Security Agreement dated April 22, 2022, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with BMO Harris Bank, N.A., as Agent, Lead Arranger and Book Manager (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on April 27, 2022). |
|
|
|
10.6 |
|
Amendment No. 5 to Third Amended and Restated Loan and Security Agreement and Limited Waiver dated February 22, 2023, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with BMO Harris Bank, N.A., as Agent, Lead Arranger, and Book Manager (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2023). |
|
|
|
10.7 |
|
Amendment No. 6 to Third Amended and Restated Loan and Security Agreement and Limited Waiver dated
February 28, 2024, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., a Arkansas corporation,
America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial
institutions, as Lenders, with BMO Harris Bank, N.A., as Agent, Lead Arranger, and Book Manager. |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
America’s Car-Mart, Inc. |
|
|
|
|
Date: March 5, 2024 |
/s/ Vickie D. Judy |
|
|
Vickie D. Judy |
|
Chief Financial Officer |
|
(Principal Financial Officer) |
Exhibit 10.7
Amendment
No. 6 to
Third Amended
and Restated Loan and Security Agreement
This Amendment No. 6 to Third Amended
and Restated Loan and Security Agreement (“Amendment”) is dated as of February 28, 2024, and is entered into by and
among AMERICA’S CAR-MART,
INC., a Texas corporation (“Parent”), COLONIAL AUTO
FINANCE, INC., an Arkansas corporation (“Colonial”),
AMERICA’S CAR MART,
INC., an Arkansas corporation (“ACM”), TEXAS CAR-MART,
INC., a Texas corporation (“TCM”) (each of Colonial, ACM and TCM, a “Borrower”,
and collectively, “Borrowers”), the financial institutions party to the Loan Agreement (as hereinafter defined) as
lenders (collectively, “Lenders”), BMO BANK N.A. (f/k/a BMO Harris Bank N.A.),
as agent for the Lenders (in such capacity, “Agent”), lead arranger and book manager for the Lenders. All capitalized
terms used herein but not otherwise defined shall have the meanings ascribed to them in the Loan Agreement (as hereinafter defined).
Witnesseth
WHEREAS,
Parent, Borrowers, Lenders and Agent have entered into that certain Third Amended and Restated Loan and Security Agreement dated as of
September 30, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the
“Loan Agreement”; the Loan Agreement, as amended by this Amendment, the “Amended Loan Agreement”);
and
WHEREAS,
Parent, Borrowers, the Lenders and Agent have agreed to amend the Loan Agreement subject to the terms and conditions stated herein;
WHEREAS,
Wells Fargo Bank, N.A. and CIBC Bank USA (each a “Departing Lender” and collectively, the “Departing Lenders”)
request that they be removed as Lenders under the Loan Agreement, and the Parent, Borrowers, the Lenders and the Agent agree to remove
the Departing Lenders as Lenders under the Loan Agreement; and
NOW,
THEREFORE, in consideration of the premises herein contained and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, Lenders, Agent, Parent and Borrowers hereby agree as follows:
Section 1. Amendments to the Loan
Agreement.
1.1.
The following defined terms appearing in Section 1.1 of the Loan Agreement shall be amended and restated to read in their entirety as
follows:
“Applicable
Margin” means, with respect to any Type of Revolver Loan, a per annum rate equal to (a) 1.00% for Base Rate Revolver Loans
and (b) 3.50% for SOFR Loans.
“EBITDA” means,
for any measurement period and determined on a consolidated basis for Parent and its Subsidiaries (including the Special Purpose
Subsidiaries), the net income during such measurement period determined in accordance with GAAP, plus (i) the sum of interest
expense, depreciation, amortization, income taxes, and other non-cash expenses reasonably acceptable to Agent during such period, plus (ii)
an amount equal to the difference between expenses during such measurement period related to provisions or other reserves taken by
Colonial for Vehicle Contracts that are or should be Colonial Net Charge- Offs minus the actual amount of Colonial Net-Charge Offs
during such measurement period. For purposes hereof, EBITDA shall be reduced by (a) an amount by which the loss reserve maintained
by Borrower during the applicable measurement period is less than the amount required under Section 10.4, and (b) the aggregate
Gross Contract Payments owed with respect to Contracts which are more than 180 days contractually past due as of the last day of
such measurement period and the applicable Contract has not been charged-off by Borrower.
“Fixed Charge Coverage Ratio”
means the ratio, determined on a consolidated basis for Parent and its Subsidiaries (including the Special Purpose Subsidiaries),
determined on a trailing twelve (12) month basis, of (a) EBITDA to
(b) Fixed Charges.
“Revolver Commitment Termination Date” means the earliest to
occur of
(a) September 30, 2025; (b) the date on which any Borrower terminates its
applicable Revolver Commitments pursuant to Section 2.1.4 or Section 2.2.4; or (c) the date on which any Revolver Commitment is
terminated pursuant to Section 11.2.
“Unused Line Fee Rate” means, for any month,
a rate per annum equal to
(i) 0.25% if the average daily amount of the Revolver Loans
outstanding during the immediately preceding month equals or exceeds 50% of all Revolver Commitments; and (ii) 0.50% if the average daily
amount of the Revolver Loans outstanding during the immediately preceding month is less than 50% of all Revolver Commitments.
| 1.2. | Clause
(f) of the defined term “Eligible Vehicle Inventory” appearing in Section 1.1 of the Loan Agreement shall be amended
and restated to read in its entirety as follows: |
(f) such Vehicles
were purchased for less than (i) $20,000 with respect to cars and (ii) $30,000 with respect to trucks and sports utility vehicles;
| 1.3. | Clauses (c) and (d) of the defined term “Permitted Acquisitions” appearing in Section 1.1 of the Loan Agreement shall
be amended and restated to read in their entirety as follows: |
(c) with respect to any Acquisition of all or substantially of the assets of an Acquired Business where Total Consideration for such
acquisition exceeds $10,000,000, the financial statements of such Acquired Business shall have been audited by a nationally
recognized accounting firm or such financial statements shall have undergone review of a scope satisfactory to the Agent;
(d) the Total Consideration paid in cash for an Acquired Business, when taken together with the Total Consideration paid in cash during the
Fiscal Year in connection with all Acquisitions (including “earn-out” and other payment obligations in connection with an
Acquisition that is paid in cash during such Fiscal Year), shall not exceed $20,000,000 in the aggregate;
1.4.
Section 1.1 of the Loan Agreement is further amended by deleting the term “Covenant Trigger Event” appearing therein
and any reference to such defined term in the Loan Agreement shall have no force or effect.
1.5.
Section 2.1.7(b) of the Loan Agreement shall be amended and restated to read in its entirety as follows:
(b) the aggregate amount of all such
Revolver Increases after February 28, 2024 shall not exceed $100,000,000 and any such Revolver Increase shall be in an amount not less
than $5,000,000 (or such lesser amount then agreed to by the Agent);
1.6.
Section 10.3.2. of the Loan Agreement shall be amended and restated to read in its entirety as follows:
Section 10.3.2.Fixed Charge Coverage
Ratio. As of the last day of each month ending below, maintain a Fixed Charge Coverage Ratio, measured on a trailing twelve-month
basis, of not less than the ratio set forth opposite such month:
Twelve month period ending: |
Fixed Charge Coverage
Ratio must not be less than: |
February 29, 2024,
March 31, 2024
April 30, 2024
May 31, 2024
June 30, 2024
July 31, 2024
August 31, 2024 |
1.00 to 1.0 |
September 30, 2024
October 31, 2024
November 30, 2024
December 31, 2024 |
1.15 to 1.0 |
January 31, 2025
and each month ending thereafter |
1.25 to 1.0 |
1.7.
Section 10.3.3. of the Loan Agreement shall be amended and restated to read in its entirety as follows:
Section 10.3.3.Colonial Contracts
Advance Rate Adjustment Percentage. Not permit the Colonial Contracts Advance Rate Adjustment Percentage to be greater than 42.0%
for any three (3) consecutive months.
1.8.
Schedule 1.1 of the Loan Agreement shall be amended and restated in the form of Schedule 1.1 attached hereto.
Section 2. Conditions.
The effectiveness of this Amendment
is subject to the satisfaction of the following conditions precedent (the date upon which such conditions are satisfied being referred
to herein as the “Effective Date”):
2.1.
Parent, Borrowers, the Agent and the Lenders shall have executed and delivered this Amendment.
2.2.
Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official
of such Obligor’s jurisdiction of organization.
2.3.
The Agent shall have received financing statement, tax, and judgment lien search results against the Parent, Borrowers, and their Property
evidencing the absence of Liens thereon except Permitted Liens.
2.4.
The Agent shall have received, for the ratable account of the Lenders in accordance with their Pro Rata share, an amendment fee in an
aggregate amount equal to 0.15% of each Lender’s Total Revolver Commitment after giving effect to this Amendment. Such amendment
fee shall be non-refundable and fully earned when paid.
2.5.
The Agent shall have received copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection
with the execution and delivery of this Amendment to the extent the Agent or its counsel may reasonably request.
2.6.
Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Agent and its counsel.
Section 3.
Representations.
In order to induce the Agent and the Lenders to enter into this
Amendment, each Obligor hereby represent and warrant to the Bank that as of the date hereof:
3.1.
Authorization, Etc. The Obligors have the power and authority to execute, deliver and perform this Amendment and the other Loan
Documents (if any) called for hereby. The Obligors have taken all necessary action (including, without limitation, obtaining approval
of its equity holders, if necessary) to authorize its execution, delivery and performance of this Amendment and the other Loan Documents
(if any) called for hereby. No consent, approval or authorization of, or declaration or filing with, any Governmental Authority, and no
consent of any other Person, is required in connection with such Obligor’s execution, delivery and performance of this Amendment
or such other Loan Documents, except for those already duly obtained. This Amendment and the other Loan Documents (if any) called for
hereby have been duly executed and delivered by the Obligors and constitute the legal, valid and binding obligation of the Obligors, enforceable
against them in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditor rights generally or by equitable principles relating to enforceability. The execution, delivery
and performance of this Amendment and the other Loan Documents (if any) called for hereby by the relevant Obligors does not (i) contravene
with the terms of any Obligor’s Organic Documents;
(ii) conflict with or constitute a violation or breach
of, or constitutes a default under, or results in the creation or imposition of any Lien (other than pursuant to the Security Documents)
upon the Property of any Obligor by reason of the terms of any material contractual obligation (including without limitation contractual
obligations arising from any material agreements to which any Obligor is a party or which is binding upon it); or (iii) violate any requirement
of law in any material respect.
3.2.
Representations and Warranties. After giving effect to this Amendment, the representations and warranties set forth in Section
9 of the Loan Agreement and in the other Loan Documents are and shall be and remain true and correct.
3.3.
No Default. No Default or Event of Default exists under the Loan Agreement or shall result after giving effect to this Amendment.
No Regulatory Event shall have occurred and be continuing.
3.4.
No Material Adverse Effect. Since December 31, 2022, no Material Adverse Effect has occurred.
Section 4. Reaffirmations.
4.1.
Collateral. The Obligors heretofore executed and delivered to the Agent the Security Documents. The Obligors hereby acknowledge
and agree that the Liens created and provided for by the Security Documents continue to secure, among other things, the Obligations arising
under the Amended Loan Agreement; and the Security Documents and the rights and remedies of the Agent thereunder, the obligations of
the Obligors thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected,
impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided
for by the Security Documents as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.
4.2.
Guaranties. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to
any modification of the Loan Agreement and the other Loan Documents effected pursuant to this Amendment. Each Guarantor hereby confirms
to the Agent and the Lenders that, after giving effect to this Amendment, the Guaranty of such Guarantor and each other Loan Document
to which such Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency,
or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
Each Guarantor acknowledges and agrees that (a) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor
is not required by the terms of the Loan Agreement or any other Loan Document to consent to the waivers or modifications to the Loan Agreement
effected pursuant to this Amendment and (b) nothing in the Amended Loan Agreement, this Amendment or any other Loan Document shall be
deemed to require the consent of such Guarantor to any future waivers or modifications to the Amended Loan Agreement.
Section 5.
Departing Lenders.
5.1.
Departing Lenders. Each Departing Lender hereby agrees to sell and assign without representation, recourse, or warranty (except
that such Departing Lender represents it has authority to execute and deliver this Amendment and sell its Obligations contemplated hereby,
which Obligations are owned by such Departing Lender free and clear of all Liens), and upon the Effective Date, (A) the Lenders (other
than the Departing Lenders) hereby agree to purchase, 100% of such Departing Lender’s outstanding Obligations under the Loan Agreement
and the other Loan Documents for a purchase price equal to the outstanding principal balance of Loans and accrued but unpaid interest
and fees owed to such Departing Lender under the Loan Agreement as of the Effective Date, which purchase price shall be paid in immediately
available funds on the Effective Date, and (B) the Borrowers shall pay to such Departing Lender any amounts otherwise owing to such Departing
Lender not payable by the Lenders pursuant to subclause (A) hereof. Such purchases and sales shall be arranged through the Agent and each
Departing Lender hereby agrees to execute such further instruments and documents, if any, as the Agent may reasonably request in connection
therewith. Upon the Effective Date and the payment of the Obligations owing to the Departing Lenders, the Departing Lenders shall cease
to be a Lender under the Loan Agreement and the other Loan Documents and the Departing Lenders shall have relinquished their rights (other
than rights to indemnification and reimbursements referred to in the Loan Agreement which survive the repayment of the Obligations owed
to the Departing Lenders in accordance with its terms) and be released from its obligations under the Loan Agreement. The parties hereto
agree that, except as provided for in the preceding sentence, all references in the Loan Documents to the Lenders or any Lender shall
from and after the date hereof no longer include the Departing Lenders and the Departing Lenders shall have no obligations under the Credit
Agreement and this Amendment other than those set out in this Section 3.1.
5.2.
Equalization of Loans. Upon the Effective Date, the Lenders (other than the Departing Lenders) each agree to make such purchases
and sales of interests in the outstanding Loans and interests in outstanding Letters of Credit among themselves so that each Lender is
then holding its relevant Pro Rata share of outstanding Loans and LC Obligations. Such purchases and sales shall be arranged through the
Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Agent may reasonably request in
connection therewith.
Section 6.
Miscellaneous.
6.1.
Except as specifically amended herein, the Loan Agreement shall continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Loan Agreement, or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Loan Agreement, any reference
in any of such items to the Loan Agreement being sufficient to refer to the Amended Loan Agreement. This Amendment is not a novation nor
is it to be construed as a release, waiver or modification of any of the terms, conditions, representations, warranties, covenants, rights
or remedies set forth in the Loan Agreement or the other Loan Documents, except as specifically set forth herein. Without limiting the
foregoing, the Obligors agree to comply with all of the terms, conditions, and provisions of the Amended Loan Agreement and the other
Loan Documents except to the extent such compliance is irreconcilably inconsistent with the express provisions of this Amendment.
6.2.
The Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses of or incurred by the Agent in connection with the
negotiation, preparation, execution and delivery of this Amendment and the other instruments and documents being executed and delivered
in connection herewith and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of counsel for
the Agent.
6.3.
This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all
of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any
such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of an executed counterpart
of a signature page of this Amendment by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective
as delivery of a manually executed counterpart of Amendment. This Amendment shall be governed by, and construed in accordance with, the
internal laws of the State of Illinois.
[Remainder Left Intentionally Blank]
IN WITNESS
WHEREOF, the parties have executed this Amendment under seal on the date first written above.
Borrowers:
COLONIAL AUTO FINANCE, INC., an Arkansas
corporation
By:
Name: Vickie D. Judy
Title: Secretary & Treasurer
AMERICA’S CAR MART, INC., an Arkansas
corporation
By:
Name: Vickie D. Judy
Title: VP, Secretary & Treasurer
TEXAS CAR-MART, INC., a Texas corporation
By:
Name: Vickie D. Judy
Title: VP, Secretary & Treasurer
PARENT:
AMERICA’S CAR-MART, INC., a Texas
corporation
By:
Name: Vickie D. Judy
Title: CFO
[Signature Page to Amendment No. 6]
AGENT AND
LENDERS:
BMO BANK N.A.,
as Agent and a Lender
[Signature Page to Amendment No. 6]
AXOS BANK,
as a Lender
[Signature Page to Amendment No. 6]
[Signature Page to Amendment No. 6]
[Signature Page to Amendment No. 6]
[Signature Page to Amendment No. 6]
[Signature Page to Amendment No. 6]
[Signature Page to Amendment No. 6]
[Signature Page to Amendment No. 6]
[Signature Page to Amendment No. 6]
Schedule
1.1
Revolver Commitments
of Lenders
Lender |
Colonial Revolver Commitment |
ACM-TCM Revolver Commitment |
Total Revolver Commitment |
|
|
|
|
BMO Bank N.A. |
$80,235,294.12 |
$7,764,705.88 |
$88,000,000.00 |
Axos Bank |
$76,588,235.29 |
$7,411,764.71 |
$84,000,000.00 |
BOKF, NA d/b/a BOK Financial |
$50,147,058.82 |
$4,852,941.18 |
$55,000,000.00 |
MUFG Bank, Ltd. |
$43,764,705.88 |
$4,235,294.12 |
$48,000,000.00 |
First Horizon Bank |
$22,794,117.65 |
$2,205,882.35 |
$25,000,000.00 |
Commerce Bank |
$22,794,117.65 |
$2,205,882.35 |
$25,000,000.00 |
Arvest Bank |
$13,676,470.59 |
$1,323,529.41 |
$15,000,000.00 |
Total |
$310,000,000.00 |
$30,000,000.00 |
$340,000,000.00 |
v3.24.0.1
Cover
|
Feb. 28, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 28, 2024
|
Entity File Number |
0-14939
|
Entity Registrant Name |
AMERICA’S CAR-MART, INC.
|
Entity Central Index Key |
0000799850
|
Entity Tax Identification Number |
63-0851141
|
Entity Incorporation, State or Country Code |
TX
|
Entity Address, Address Line One |
1805 North 2nd Street
|
Entity Address, Address Line Two |
Suite 401
|
Entity Address, City or Town |
Rogers
|
Entity Address, State or Province |
AR
|
Entity Address, Postal Zip Code |
72756
|
City Area Code |
(479)
|
Local Phone Number |
464-9944
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common Stock,
par value $0.01 per share
|
Trading Symbol |
CRMT
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Americas Car Mart (NASDAQ:CRMT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Americas Car Mart (NASDAQ:CRMT)
Historical Stock Chart
From Apr 2023 to Apr 2024