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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, 2024

 

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 2nd 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.

 

Title of Each Class

Outstanding at December 4, 2024

Common stock, par value $.01 per share

8,252,612

 

 

 

 

 

AMERICAS CAR-MART, INC.

 

TABLE OF CONTENTS

 

     

Page

     

No.

PART I.

FINANCIAL INFORMATION

 
 

Item 1.

Financial Statements 

 
   

Condensed Consolidated Balance Sheets (Unaudited) – October 31, 2024 and April 30, 2024

3
   

Condensed Consolidated Statements of Operations (Unaudited) – Three and Six Months Ended October 31, 2024 and 2023

4
   

Condensed Consolidated Statements of Cash Flows (Unaudited) – Six Months Ended October 31, 2024 and 2023

5
   

Condensed Consolidated Statements of Equity (Unaudited) – Three and Six Months Ended October 31, 2024

6
   

Condensed Consolidated Statements of Equity (Unaudited) – Three and Six Months Ended October 31, 2023

7
   

Notes to Consolidated Financial Statements (Unaudited)

8
 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

25
 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

37
 

Item 4.

Controls and Procedures

37
       

PART II.

OTHER INFORMATION

 
 

Item 1.

Legal Proceedings

38
 

Item 1A.

Risk Factors

38
 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds 

38
 

Item 3.

Defaults Upon Senior Securities

38
 

Item 4.

Mine Safety Disclosure

38
 

Item 5.

Other Information

38
 

Item 6.

Exhibits

39
       

SIGNATURES

40

 

 

 

 

 

2

 

 

Part I. FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 Americas Car-Mart, Inc.

 

 

Condensed Consolidated Balance Sheets (Unaudited)

October 31, 2024 and April 30, 2024

 

(Dollars in thousands except share and per share amounts)

 

October 31, 2024

   

April 30, 2024

 

Assets:

 

(Unaudited)

         

Cash and cash equivalents

  $ 8,006     $ 5,522  

Restricted cash

    121,678       88,925  

Accrued interest on finance receivables

    7,573       6,907  

Finance receivables, net

    1,132,618       1,098,591  

Inventory

    122,102       107,470  

Income tax receivable, net

    -       2,958  

Prepaid expenses and other assets

    35,259       31,276  

Right-of-use asset

    65,889       61,185  

Goodwill

    22,859       14,449  

Property and equipment, net

    59,192       60,361  

Total Assets

  $ 1,575,176     $ 1,477,644  
                 

Liabilities, mezzanine equity and equity:

               

Liabilities:

               

Accounts payable

  $ 34,174     $ 21,379  

Deferred accident protection plan revenue

    50,956       51,836  

Deferred service contract revenue

    55,645       68,945  

Accrued liabilities

    33,625       27,828  
Income tax payable, net     1,563       -  

Deferred income tax liabilities, net

    12,313       17,808  

Lease liability

    69,056       64,250  

Notes payable, net

    656,414       553,629  

Revolving line of credit, net

    107,365       200,819  

Total liabilities

    1,021,111       1,006,494  
                 

Commitments and contingencies (Note K)

               
                 

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; 15,595,273 and 13,727,013 issued at October 31, 2024 and April 30, 2024, respectively, of which 8,253,186 and 6,394,675 were outstanding at October 31, 2024 and April 30, 2024, respectively     156       137  

Additional paid-in capital

    193,123       113,930  

Retained earnings

    658,484       654,369  

Less: Treasury stock, at cost, 7,342,087 and 7,332,338 shares at October 31, 2024 and April 30, 2024, respectively

    (298,198 )     (297,786 )

Total stockholders' equity

    553,565       470,650  

Non-controlling interest

    100       100  

Total equity

    553,665       470,750  
                 

Total Liabilities, Mezzanine Equity and Equity

  $ 1,575,176     $ 1,477,644  

 

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

 

3

 

 

 

Condensed Consolidated Statements of Operations (Unaudited)

 Americas Car-Mart, Inc.

Three and Six Months Ended October 31, 2024 and 2023

 

   

Three Months Ended
October 31,

   

Six Months Ended
October 31,

 

(Dollars in thousands except share and per share amounts)

 

2024

   

2023

   

2024

   

2023

 

Revenues:

  (Unaudited)     (Unaudited)  

Sales

  $ 285,774     $ 300,400     $ 573,022     $ 610,737  

Interest and other income

    61,495       59,382       122,010       115,838  
                                 

Total revenues

    347,269       359,782       695,032       726,575  
                                 

Costs and expenses:

                               

Cost of sales

    173,215       196,763       359,785       399,410  

Selling, general and administrative

    47,407       44,863       94,118       91,333  

Provision for credit losses

    99,522       135,395       194,945       231,718  

Interest expense

    18,042       16,582       36,354       30,856  

Depreciation and amortization

    1,926       1,696       3,810       3,389  

Loss on disposal of property and equipment

    41       74       87       240  

Total costs and expenses

    340,153       395,373       689,099       756,946  
                                 

Income (loss) before taxes

    7,116       (35,591 )     5,933       (30,371 )
                                 

Provision (benefit) for income taxes

    2,017       (8,128 )     1,798       (7,094 )
                                 

Net income (loss)

  $ 5,099     $ (27,463 )   $ 4,135     $ (23,277 )
                                 

Less: Dividends on mandatorily redeemable preferred stock

    (10 )     (10 )     (20 )     (20 )
                                 

Net income (loss) attributable to common stockholders

  $ 5,089     $ (27,473 )   $ 4,115     $ (23,297 )
                                 

Earnings (loss) per share:

                               

Basic

  $ 0.62     $ (4.30 )   $ 0.57     $ (3.65 )

Diluted

  $ 0.61     $ (4.30 )   $ 0.55     $ (3.65 )
                                 

Weighted average number of shares used in calculation:

                               

Basic

    8,147,971       6,386,208       7,272,364       6,383,956  

Diluted

    8,292,459       6,386,208       7,423,936       6,383,956  

 

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

 

4

 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited)

 Americas Car-Mart, Inc.

Six Months Ended October 31, 2024 and 2023

 

   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

 
   

(Unaudited)

 

Operating Activities:

               

Net income (loss)

  $ 4,135     $ (23,277 )
Adjustments to reconcile net income to net cash  used in operating activities:                

Provision for credit losses

    194,945       231,718  

Losses on claims for accident protection plan

    16,797       15,173  

Depreciation and amortization

    3,810       3,389  

Amortization of debt issuance costs

    2,657       2,780  

Loss on disposal of property and equipment

    4       146  

Impairment of goodwill

    83       94  

Stock based compensation

    5,243       1,739  

Deferred income taxes

    (5,495 )     (14,249 )

Excess tax benefit from share based compensation

    -       213  

Change in operating assets and liabilities:

               

Finance receivable originations

    (527,487 )     (580,082 )

Loan origination costs

    8       (10 )

Finance receivable collections

    224,640       218,208  

Accrued interest on finance receivables

    (666 )     (1,248 )

Inventory

    48,141       65,123  

Prepaid expenses and other assets

    (4,409 )     (2,522 )

Accounts payable and accrued liabilities

    10,047       (4,317 )

Deferred accident protection plan revenue

    (880 )     1,306  

Deferred service contract revenue

    (13,300 )     4,042  

Income taxes, net

    4,521       5,644  

Net cash used in operating activities

    (37,206 )     (76,130 )
                 

Investing Activities:

               

Acquisition

    (7,527 )     -  

Purchase of property and equipment

    (2,338 )     (2,149 )

Proceeds from sale of property and equipment

    24       561  

Net cash used in investing activities

    (9,841 )     (1,588 )
                 

Financing Activities:

               

Exercise of stock options

    -       (455 )

Issuance of common stock

    73,969       143  

Purchase of common stock

    (412 )     (68 )

Dividend payments

    (20 )     (20 )

Change in cash overdrafts

    2,074       1,416  

Debt issuance costs

    (4,467 )     (4,091 )

Issuances of notes payable

    449,889       360,340  

Payments on notes payable

    (345,622 )     (250,935 )

Proceeds from revolving line of credit

    296,424       276,266  

Payments on revolving line of credit

    (389,551 )     (278,419 )

Net cash provided by financing activities

    82,284       104,177  
                 

Increase in cash, cash equivalents, and restricted cash

    35,237       26,459  

Cash, cash equivalents, and restricted cash beginning of period

    94,447       68,034  
                 

Cash, cash equivalents, and restricted cash end of period

  $ 129,684     $ 94,493  

 

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

 

5

 

 

 

Condensed Consolidated Statements of Equity (Unaudited)

 Americas Car-Mart, Inc.

Three and Six Months Ended October 31, 2024

 

                   

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, 2024

    13,727,013     $ 137     $ 113,930     $ 654,369     $ (297,786 )   $ 100     $ 470,750  
                                                         

Issuance of common stock

    2,491       -       76       -       -       -       76  

Stock options exercised

    -       -       -       -       -       -       -  

Purchase of treasury shares

    -       -       -       -       (24 )     -       (24 )

Stock based compensation

    -       -       1,325       -       -       -       1,325  

Dividends on subsidiary preferred stock

    -       -       -       (10 )     -       -       (10 )

Net (loss)

    -       -       -       (964 )     -       -       (964 )

Balance at July 31, 2024 (Unaudited)

    13,729,504     $ 137     $ 115,331     $ 653,395     $ (297,810 )   $ 100     $ 471,153  
                                                         

Issuance of common stock, net of issuance costs

    1,865,769       19       73,874       -       -       -       73,893  

Stock options exercised

    -       -       -       -       -       -       -  

Purchase of treasury shares

    -       -       -       -       (388 )     -       (388 )
Stock issued related to acquisitions     -       -       2,500       -       -       -       2,500  

Stock based compensation

    -       -       1,418       -       -       -       1,418  

Dividends on subsidiary preferred stock

    -       -       -       (10 )     -       -       (10 )

Net income

    -       -       -       5,099       -       -       5,099  

Balance at October 31, 2024 (Unaudited)

    15,595,273     $ 156     $ 193,123     $ 658,484     $ (298,198 )   $ 100     $ 553,665  

 

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

 

6

 

 

Condensed Consolidated Statements of Equity (Unaudited) 

 Americas Car-Mart, Inc.

Three and Six Months Ended October 31, 2023

 

                   

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, 2023

    13,701,468     $ 137     $ 109,929     $ 685,802     $ (297,421 )   $ 100     $ 498,547  
                                                         

Issuance of common stock

    2,921       -       78       -       -       -       78  

Stock options exercised

    6,493       -       (455 )     -       -       -       (455 )

Purchase of treasury shares

    -       -       -       -       (68 )     -       (68 )

Stock based compensation

    -       -       2,451       -       -       -       2,451  

Dividends on subsidiary preferred stock

    -       -       -       (10 )     -       -       (10 )

Net income

    -       -       -       4,186       -       -       4,186  

Balance at July 31, 2023 (Unaudited)

    13,710,882     $ 137     $ 112,003     $ 689,978     $ (297,489 )   $ 100     $ 504,729  
                                                         
                                                         

Issuance of common stock

    849       -       65       -       -       -       65  

Stock based compensation

    -       -       (712 )     -       -       -       (712 )

Dividends on subsidiary preferred stock

    -       -       -       (10 )     -       -       (10 )

Net (loss)

    -       -       -       (27,463 )     -       -       (27,463 )

Balance at October 31, 2023 (Unaudited)

    13,711,731     $ 137     $ 111,356     $ 662,505     $ (297,489 )   $ 100     $ 476,609  

 

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

 

7

 

 

Notes to Consolidated Financial Statements (Unaudited) 

 Americas 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, 2024, 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, 2024, which has been derived from audited financial statements, and the unaudited interim condensed financial statements as of October 31, 2024 and 2023, 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 six months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the year ending April 30, 2025. 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, 2024.

 

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.

 

Going Concern and Liquidity

 

In accordance with ASC 205-40, Presentation of Financial Statements - Going Concern, management has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s revolving line of credit is currently scheduled to become due in September 2025. The line of credit allows the Company to borrow up to an aggregate of $320 million (see Note F). As of October 31, 2024, the Company had $107.4 million in outstanding borrowings under its revolving line of credit. The loan and security agreement, as amended, requires the Company to maintain compliance with certain financial covenants computed on a monthly basis. The Company is currently in compliance with such financial covenants. Given this maturity of the line of credit combined with the Company’s decline in operations, such as negative cash flows from operations and a negative working capital position, the Company will require additional liquidity to continue its operations over the next 12 months if the line of credit is not extended. The Company plans to continue raising capital through the non-recourse securitization market, which represents the majority of its funding. During the past two fiscal years the Company has issued five series of asset-backed non-recourse securities, and the Company currently expects to issue additional series of asset-backed non-recourse securities during the fiscal year.

 

Though substantial doubt about the Company’s ability to continue as a going concern has been raised due to the upcoming maturity of the revolving credit facility, the Company maintains strong banking relationships. In the first quarter of fiscal year 2025, the Company entered into its first warehouse agreement and executed the 7th amendment on the Third Amended and Restated Loan and Security Agreement. The 8th Amendment to the Third Amended and Restated Loan and Security Agreement was executed in the second quarter of this fiscal year. The Company has initiated discussions with the lending group to begin the process for the extension of the revolver. The commencement of these discussions, along with the recently executed agreements and amendments, demonstrate the Company’s strong banking relationship and indicate that refinancing before maturity is probable of being implemented.

 

Management believes the ability to issue the asset backed non-recourse securities is sufficient to allow the Company to meet its obligations as they become due for a period of at least 12 months from the issuance of these financial statements. Additionally, management believes that the implementation of the refinancing of the revolving line of credit will strengthen the Company’s financial position. Management believes that the plans are probable and have alleviated the substantial doubt regarding the Company’s ability to continue as a going concern.

 

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.

 

Reclassifications

 

Accident protection plan (“APP”) reserves in the amount of approximately $11.7 million for the three months ended July 31, 2023 and wholesales sales of $3.0 million for the six months ended October 31, 2023 in the prior year financial statements were reclassified to conform with the current year presentation. APP reserves of $5.8 million were reclassed out of accrued liabilities to reserve against finance receivables and $5.9 million of estimated APP insurance receivables were reclassed out of finance receivables to prepaid expenses and other assets for the three months ended July 31, 2023. $1.2 million and $1.8 million of wholesales sales were reclassed out of wholesales – third party sales to cost of goods sold for the three months ended July 31, 2023 and October 31, 2023, respectively. The reclassification had no effect on the prior year net income or shareholder’s equity.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) 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 the Company’s allowance for credit losses.

 

Change in Accounting Estimate

 

During the second quarter of 2024, the Company refined its accounting estimate with respect to its service contracts. The Company previously recognized deferred service contract revenue over the term associated with the service contract. The service contract is completed once a customer has (a) incurred the designated mileage or (b) the contract has surpassed the designated years. Management performed an analysis to determine when its performance obligations were being met and determined that its customers are reaching the mileage limit prior to reaching the maximum time duration of the service contracts. As such, management has determined that service contract revenue should be recognized over a 9 month term for each 12,000 miles, which would effectively result in a 25% acceleration of the timing of revenue recognition prospectively. The impact to revenue recognized for service contracts in the second quarter of 2024 is $13.2 million, $7.1 million net of tax, or $0.85 increase to diluted earnings per share ($0.87 increase to basic earnings per share).

 

8

 

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, 2024, 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.

 

Restrictions on Distributions / Dividends

 

The Company’s revolving credit facilities generally restrict distributions by the Company to its shareholders. On September 16, 2024, the Company entered into an amendment to its revolving credit facilities that, among other things, restricts the Company from future repurchases of the Company’s stock. See Note F for additional information on this amendment to the revolving credit facilities.  As of October 31, 2024, the Company may not repurchase shares of the Company’s stock (other than receiving shares surrendered to pay the exercise price or tax withholding in connection with equity-based awards issued under the Company’s equity incentive plans), 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 trusts.

 

Restricted cash from collections on auto finance receivables for non-recourse notes includes collections of principal, interest, and late 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, 2024 and April 30, 2024:

 

9

 

(In thousands)

 

October 31, 2024

   

April 30, 2024

 
                 

Restricted cash from collections on auto finance receivables for non-recourse notes payable

  $ 63,993     $ 43,956  

Restricted cash on deposit in reserve accounts for non-recourse notes payable

    57,685       44,969  
                 

Restricted Cash

  $ 121,678     $ 88,925  

 

Financing, Securitization, and Warehouse Transactions

 

The Company utilizes term securitizations 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 trust. The trust issues asset-backed securities, secured by the transferred receivables, and the proceeds from the sale of the asset-backed securities are used to purchase the receivables.

 

The Company recognizes transfers of auto finance receivables into the term securitization as secured borrowings, 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 until the issued notes are repaid in full. 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 cash from collections on auto finance receivables.

 

The Company’s principal operating subsidiary and a newly formed affiliate also entered into a loan and security agreement in the first quarter of fiscal 2025 under which the Company’s affiliate borrowed $150 million through an amortizing warehouse loan facility collateralized by certain additional auto finance receivables originated by the Company’s operating subsidiaries. Under the loan and security agreement, the warehouse lender had recourse against the Company for up to 10% of the aggregate amount borrowed under the facility. The Company paid off the warehouse facility in October 2024. No debt was outstanding under the warehouse loan facility as of October 31, 2024. See Notes C and F for additional information on auto finance receivables, non-recourse notes payable and warehouse loan facility.

 

The Company carries the debt from the term securitization trusts on its balance sheet in recognition of the Company’s residual economic interest in the receivable pools for each transaction. The Company or one of its subsidiaries serves as the servicer for each securitization, managing collection activities in the same manner as it does with its overall portfolio of receivables. The overcollateralization in each financing serves to absorb credit losses (subject to limitations) and the Company receives remaining assets of the trust upon repayment in full of the related indebtedness.

 

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 a weighted average interest rate of approximately 17.5% using the simple effective interest method including any deferred fees. During the third quarter of the 2024 fiscal year, the Company increased the interest rate on new originations of installment sale contracts to 18.25% (from 18.0%) in all states except Arkansas (which originate at 16.75%), Illinois (which originate at 19.5% - 21.5%) and acquired dealerships in Tennessee (which originate at up to 23.0%). Contract origination costs are not significant. The installment sale contracts are structured to have variable payments 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 to be collected represent the balance of interest receivable to be earned over the remaining term of the related installment contract, and as such, have been reflected as a reduction to the gross contract amount in arriving at the principal balance in finance receivables. Total earned finance charges were $7.6 million and $6.9 million at October 31, 2024 and April 30, 2024, respectively, on the Consolidated Balance Sheets.

 

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 78% 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, 2024, 3.5% of the Company’s finance receivable balances were 30 days or more past due, compared to 3.1% at April 30, 2024.

 

10

 

Substantially all of the Company’s installment sale 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 an installment sale contract, 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 installment sale 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 69 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.

 

The quantitative portion of the Company’s allowance for credit losses is measured using an undiscounted cash flow (“CF”) model whereby the undiscounted cash flows are adjusted by a prepayment rate and then the loss rate is applied and compared to the amortized cost basis of finance receivables to reflect management’s estimate of expected credit losses. The CF model is based on installment sale contract level characteristics of the Company’s finance receivables, such as the contractual payment structure, maturity date, payment frequency for recurring payments, and interest rates, as well as the following assumptions:

 

 

a historical loss period, which represents a full economic credit cycle utilizing loss experience, to calculate the historical loss rate; and

 

static annualized historical rate based on average time of charge-off; and

 

expected prepayment rates based on our historical experience, which also incorporates non-standard contractual payments such as down payments made during the first ninety-days or annual seasonal payments.

 

The Company’s allowance for credit losses also considers qualitative factors not captured within the CF modeled results such as changes in underwriting and collection practices, economic trends, changes in volume and terms of installment sales contracts, credit quality trends, installment sale contract review results, collateral trends, and concentrations of credit. The Company’s qualitative factors incorporate a macroeconomic variable forecast of inflation over a reasonable and supportable forecast period of one year that affects its customers’ non-discretionary income and ability to repay. The reasonable and supportable forecast period of one year is based on management’s current review of the reliability of extended forecasts and is applied as an adjustment to the historical loss rate.

 

The Company maintains an allowance for credit losses on an aggregate basis at an amount it considers sufficient to cover net credit losses expected over the remaining life of the installment sales contracts in the portfolio at the measurement date. At October 31, 2024, the weighted average total contract term was 48.2 months, with 35.9 months remaining. The allowance for credit losses at October 31, 2024, $336.7 million, was 24.72% of the principal balance in finance receivables of $1.5 billion, less deferred APP revenue of $51.0 million and deferred service contract revenue of $55.6 million, less pending APP claims of $5.3 million. The allowance for credit losses is periodically reviewed by management with any changes reflected in current operations.

 

11

 

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’s vehicle is totaled, 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. At October 31, 2024, anticipated losses did not exceed deferred accident protection plan revenues.

 

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. During the six months ended October 31, 2024, the Company evaluated goodwill and recorded an immaterial impairment of $83,000 due to the closure of an acquired dealership location in the first quarter of fiscal year 2024. The Company also recorded an $8.5 million increase to goodwill due to the acquisition of Texas Auto Center in the first quarter of fiscal year 2025.

 

Goodwill totaled $22.9 million at October 31, 2024 and $14.4 million at April 30, 2024.

 

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

3 to 7 years

Leasehold improvements

5 to 15 years

Buildings and improvements

18 to 39 years

 

Long-Lived Assets

 

Long-lived assets, such as property and equipment, capitalized internal-use software and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, such assets are considered to be impaired, and the impairment is recognized to the extent that the carrying value exceeds its fair value. There were no impairment charges recognized during any of the periods presented.

 

Cloud Computing Implementation Costs

 

The Company enters into cloud computing service contracts to support its sales, inventory management, and administrative activities. The Company capitalizes certain implementation costs for cloud computing arrangements that meet the definition of a service contract. The Company includes these capitalized implementation costs within prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Once placed in service, the Company amortizes these costs over the remaining subscription term to the same caption on the Condensed Consolidated Statement of Operations as the related cloud subscription. Capitalized implementation costs for cloud computing arrangements accounted for as service contracts were $19.7 million and $16.7 million as of October 31, 2024 and April 30, 2024, respectively. Accumulated amortization of capitalized implementation costs for these arrangements was $1.1 million for the three months ended October 31, 2024 and $48,000 for the same period in the prior year.

 

12

 

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, net of any deposits in transit 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 30.3% and 23.4% for the six months ended October 31, 2024 and October 31, 2023, respectively. Total income tax expense for the six months ended October 31, 2024 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 did not record a discrete income tax benefit for the six months ended October 31, 2024 related to excess tax benefits on share-based compensation. The Company recorded a discrete income tax benefit of approximately $213,000 for the six months ended October 31, 2023.

 

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 2021.

 

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, 2024 or April 30, 2024.

 

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. As discussed in Change in Accounting Estimate, beginning in the quarter ended October 31, 2024, revenues from the sale of service contracts are recognized ratably over a nine month term for each 12,000 miles. 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.

 

13

 

 

Sales for the three and six months ended October 31, 2024 and 2023 consisted of the following:

 

   

Three Months Ended
October 31,

   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Sales – used autos

  $ 237,787     $ 261,335     $ 489,092     $ 534,803  

Wholesales – third party

    9,674       11,787       19,370       22,992  

Service contract sales

    29,548       17,649       46,620       33,996  

Accident protection plan revenue

    8,765       9,629       17,940       18,946  
                                 

Total

  $ 285,774     $ 300,400     $ 573,022     $ 610,737  

 

At October 31, 2024 and 2023, finance receivables more than 90 days past due were approximately $6.3 million and $7.4 million, respectively. Late fee revenues totaled approximately $1.3 million and $2.5 million for the three and six months ended October 31, 2024, respectively. Late fee revenues totaled approximately $1.2 million and $2.4 million for the three and six months ended October 31, 2023, 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, 2024 that was included in the April 30, 2024 deferred service contract revenue was $22.6 million.

 

Earnings (Loss) per Share

 

Basic earnings (loss) per share are computed by dividing net income (loss) attributable to common stockholders by the average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed by dividing net income (loss) 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 did not record a discrete income tax benefit for the six months ended October 31, 2024. The Company recorded a discrete income tax benefit of approximately $213,000 for the six months ended October 31, 2023. 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.

 

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.

 

In March 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments – Credit Losses. This 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 adopted this standard on May 1, 2023 under a prospective basis. In regard to installment sale contract modifications, management notes that the Company primarily modifies a customer’s installment sale contract to allow for insignificant payment delays. This type of modification is generally done to account for payday changes for the customer and minor vehicle repairs.

 

14

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which sets forth improvements to the current segment disclosure requirements in accordance with Topic 280 “Segment Reporting,” including clarifying that entities with a single reportable segment are subject to both new and existing segment reporting requirements. ASU 2023-07 will be effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. Adoption of this ASU will result in additional disclosure, but will not impact the Company’s consolidated financial position, results of operations or cash flows.

 

In December 2023, the FASB issued an accounting pronouncement (ASU 2023-09) related to income tax disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. We plan to adopt this pronouncement for our fiscal year beginning May 1, 2025, and we do not expect it to have a material effect on our 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 18.25% for all states except Arkansas (which originate at 16.75%), Illinois (which originate at 19.5% - 21.5%) and acquired dealerships in Tennessee (which originate at up to 23.0%), are collateralized by the vehicle sold and typically provide for payments over periods ranging from 18 to 79 months. The Company’s finance receivables are defined as one segment and one class of contracts, 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, 2024

   

April 30, 2024

 
                 

Gross contract amount

  $ 1,889,413     $ 1,844,392  

Less unearned finance charges

    (415,619 )     (409,004 )

Principal balance

    1,473,794       1,435,388  

Less: estimated insurance receivables for APP claims

    (2,485 )     (3,026 )

Less: allowance for APP claims

    (2,651 )     (3,171 )

Less allowance for credit losses

    (336,693 )     (331,260 )

Finance receivables, net

    1,131,965       1,097,931  

Loan origination costs

    653       660  

Finance receivables, net, including loan origination costs

  $ 1,132,618     $ 1,098,591  

 

Changes in the finance receivables, net are as follows:

 

   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

 
                 

Balance at beginning of period

  $ 1,097,931     $ 1,062,760  

Finance receivable originations

    527,487       580,082  

Finance receivable collections

    (224,640 )     (218,208 )

Provision for credit losses

    (194,945 )     (231,718 )

Losses on claims for accident protection plan

    (16,797 )     (15,173 )

Inventory acquired in repossession and accident protection plan claims

    (57,071 )     (73,217 )
                 

Balance at end of period

  $ 1,131,965     $ 1,104,526  

 

15

 

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

 

   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

 
                 

Balance at beginning of period

  $ 331,260     $ 299,608  

Provision for credit losses

    194,945       231,718  

Charge-offs

    (250,057 )     (255,685 )

Recovered collateral

    60,545       68,689  
                 

Balance at end of period

  $ 336,693     $ 344,330  

 

Amounts recovered from previously written-off accounts were approximately $1.8 million and $1.4 million for the six months ended October 31, 2024 and 2023, respectively. These amounts are netted against recovered collateral in the table above.

 

The Company reduced the allowance for credit loss in the second quarter of fiscal year 2025 to 24.72% from 25.00% at July 31, 2024, resulting in a decrease of $3.8 million to the provision. The primary driver of this change was favorable performance in loans originated under the loan origination system and the improvements the new system is driving in the Company’s historical loss rates.

 

The following table presents the finance receivables that are current and past due as follows:

 

(Dollars in thousands)

 

October 31, 2024

   

April 30, 2024

   

October 31, 2023

 
   

Principal

   

Percent of

   

Principal

   

Percent of

   

Principal

   

Percent of

 
   

Balance

   

Portfolio

   

Balance

   

Portfolio

   

Balance

   

Portfolio

 

Current

  $ 1,188,852       80.66 %   $ 1,125,945       78.44 %   $ 1,121,215       76.62 %

3 - 29 days past due

    233,486       15.84 %     264,491       18.43 %     290,123       19.83 %

30 - 60 days past due

    35,039       2.38 %     34,042       2.37 %     37,602       2.57 %

61 - 90 days past due

    10,083       0.68 %     6,438       0.45 %     7,068       0.48 %

> 90 days past due

    6,334       0.44 %     4,472       0.31 %     7,390       0.50 %

Total

  $ 1,473,794       100.00 %   $ 1,435,388       100.00 %   $ 1,463,398       100.00 %

 

Accounts one and two days past due are considered current for this analysis, due to the varying payment dates and variation in the day of the week at each period end. Delinquencies may vary from period to period based on the average age of the portfolio, seasonality within the calendar year, the day of the week and overall economic factors. The above categories are consistent with internal operational measures used by the Company to monitor credit results.

 

Substantially all of the Company’s installment sale 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, payment to income, down payment percentages, and collections for credit quality indicators.

 

16

 

   

Six Months Ended
October 31,

 
   

2024

   

2023

 
                 

Average total collected per active customer per month

  $ 561     $ 534  

Principal collected as a percent of average finance receivables

    15.4 %     15.2 %

Average down-payment percentage

    5.2 %     4.9 %

Average originating contract term (in months)

    44.3       44.4  

 

   

As of

 
   

October 31, 2024

   

October 31, 2023

 

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

    48.2       47.3  

 

Total dollars collected per active customer for the six months ended October 31, 2024 increased 5.0% year over year and principal collections as a percentage of average finance receivables increased slightly by 20 basis points compared to the prior year. The average originating contract term was close to flat compared to prior year. The portfolio weighted average contract term increased primarily due to the increased average selling price for the six months ended October 31, 2024, up $736 or 3.9%, 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 installment sales contracts 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 following table presents a summary of finance receivables by credit quality indicator, as of October 31, 2024, segregated by customer score and year of origination.

 

     

As of October 31, 2024

 
                                                                   

(Dollars in thousands)

   

Fiscal Year of Origination

   

Prior to

                 

Customer Rating

   

2025

   

2024

   

2023

   

2022

   

2021

   

2021

   

Total

   

%

 
1-2     $ 30,975     $ 27,649     $ 8,152     $ 1,805     $ 133     $ 54     $ 68,768       4.7 %
3-4     $ 171,128     $ 206,403     $ 75,913     $ 19,301     $ 1,836     $ 313     $ 474,894       32.2 %
5-6     $ 269,257     $ 369,298     $ 206,893     $ 73,766    

$

9,949     $ 969     $ 930,132       63.1 %

Total

    $ 471,360     $ 603,350     $ 290,958     $ 94,872     $ 11,918     $ 1,336     $ 1,473,794       100.0 %
                                                                   

Charge-offs

    $ 24,742     $ 137,604     $ 66,999     $ 18,381     $ 1,993     $ 338     $ 250,057          

 

The following table presents a summary of finance receivables by credit quality indicator, as of October 31, 2023, segregated by customer score.

 

     

As of October 31, 2023

 
                                                                   

(Dollars in thousands)

   

Fiscal Year of Origination

   

Prior to

                 

Customer Rating

   

2024

   

2023

   

2022

   

2021

   

2020

   

2020

   

Total

   

%

 
1-2     $ 26,044     $ 23,346     $ 7,271     $ 1,127     $ 150     $ 13     $ 57,951       4.0 %
3-4     $ 189,850     $ 190,995     $ 64,672     $ 11,479     $ 643     $ 246     $ 457,885       31.3 %
5-6     $ 317,130     $ 411,515     $ 178,564     $ 37,177     $ 2,485     $ 691     $ 947,562       64.7 %

Total

    $ 533,024     $ 625,856     $ 250,507     $ 49,783     $ 3,278     $ 950     $ 1,463,398       100.0 %
                                                                   

Charge-offs

    $ 36,228     $ 153,765     $ 54,307     $ 10,301     $ 791     $ 293     $ 255,685          

 

 

D Property and Equipment, Net

 

A summary of property and equipment is as follows:

 

17

 

(In thousands)

​​​​​

 

 

October 31, 2024

   

April 30, 2024

 
                 

Land

  $ 11,998     $ 11,998  

Buildings and improvements

    23,473       23,435  

Furniture, fixtures and equipment

    22,107       21,752  

Leasehold improvements

    51,011       50,689  

Construction in progress

    4,241       2,393  

Less accumulated depreciation and amortization

    (53,638 )     (49,906 )
                 

Total

  $ 59,192     $ 60,361  

 

 

E Accrued Liabilities

 

A summary of accrued liabilities is as follows:

 

(In thousands)

 

October 31, 2024

   

April 30, 2024

 

Cash Overdraft

  $ 2,897     $ 823  

Employee compensation

    9,436       10,774  

Deferred sales tax (see Note B)

    3,640       6,234  

Fair value of contingent consideration

    6,536       3,193  

Accrued interest payable

    2,724       2,221  

Other

    8,392       4,583  

Total

  $ 33,625     $ 27,828  

 

 

F Debt Facilities

 

A summary of debt facilities is as follows:

 

(In thousands)

 

October 31, 2024

   

April 30, 2024

 

Revolving line of credit

  $ 108,616     $ 201,743  

Debt issuance costs

    (1,251 )     (924 )
                 

Revolving line of credit, net

  $ 107,365     $ 200,819  
                 

Non-recourse notes payable - 2023-1 Issuance

  $ 91,665     $ 150,190  

Non-recourse notes payable - 2023-2 Issuance

    141,450       203,189  

Non-recourse notes payable - 2024-1 Issuance

    127,447       202,916  
Non-recourse notes payable - 2024-2 Issuance     300,000       -  

Debt issuance costs - non-recourse notes payable

    (4,148 )     (2,666 )

Non-recourse notes payable, net

    656,414       553,629  
                 
Total debt   $ 763,779     $ 754,448  

 

Revolving Line of Credit

 

On September 16, 2024, the Company entered into Amendment No. 8 to its revolving credit facility agreement (the “Amendment”), which, among other things, reduced the total permitted borrowings from $340 million to $320 million and requires the Company to maintain a minimum amount available to be drawn under the credit facilities of $20 million. If the outstanding principal balance under the line of credit equals or exceeds $300 million, the Company will be required to maintain a minimum availability of $50 million. The Amendment also made certain modifications to the fixed charge coverage ratio covenant and restricts the Company from making future repurchases of its common stock, along with the agreement’s existing restrictions on other distributions to the Company’s shareholders. In addition, the Amendment adds Colonial Underwriting, Inc., an Arkansas corporation, as a new guarantor.

 

At October 31, 2024, the Company and its subsidiaries have $320.0 million of permitted borrowings under the revolving line of credit. The revolving credit facilities are collateralized by finance receivables and inventory, are cross collateralized and contain a guarantee by the Company. Interest is payable monthly under the revolving credit facilities with a scheduled maturity date of September 30, 2025. The current applicable interest rate under the credit facilities is SOFR plus 3.50% or for non-SOFR amounts the base rate of 8.00% plus 1% at October 31, 2024 and April 30, 2024. 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).

 

18

 

The Company was in compliance with the covenants at October 31, 2024. 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, 2024, the Company had additional availability of approximately $97.0 million under the revolving credit facilities.

 

Under the existing terms of the loan and security agreement, as amended, for the revolving credit facility, the facility is scheduled to mature in September 2025. However, discussions are in process for the extension of the revolver, and the Company expects that it will reach agreement on an extension of the credit facility prior to its maturity.

 

Non-Recourse and Recourse Notes Payable

 

The Company has issued five separate series of asset-backed non-recourse notes (known as the “2022 Issuance”, “2023-1 Issuance”, “2023-2 Issuance”, “2024-1 Issuance” and “2024-2 Issuance”). All five issuances are collateralized by installment sale contracts 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. In December 2023, the Company fully paid off the 2022 Issuance. The debt related to the remaining term securitization transactions accrues interest at fixed rates and has scheduled maturities through January 22, 2030, June 20, 2030, January 21, 2031, and August 20, 2031, respectively, but may be repaid earlier, depending upon collections from the underlying auto finance receivables. The original principal balance and weighted average fixed coupon rate for the four securitizations are as follows:

 

     

Original Principal Balance
(in thousands)

   

Weighted Average
Fixed Coupon Rate

 
                   
2023-1     $ 400,200       8.68 %
2023-2       360,300       8.80 %
2024-1       250,000       9.50 %
2024-2       300,000       9.51 %

 

On July 12, 2024, the Company’s principal operating subsidiary, America’s Car Mart, Inc., and a newly formed affiliate entered into a loan and security agreement under which the Company’s affiliate borrowed $150 million in funding through an amortizing warehouse loan facility collateralized by installment sale contracts directly originated by the Company’s operating subsidiaries. The Company used the funding from the warehouse loan facility to pay down outstanding amounts borrowed under the Company’s revolving line of credit to fund its finance receivables.  The loan and security agreement provided for additional borrowing availability, subject to the terms and conditions of the agreement, and recourse against the Company with respect to up to 10% of the aggregate amount borrowed under the warehouse facility payable.  Interest on any outstanding balances accrues at a rate of SOFR plus 350 basis points, with a scheduled maturity date of July 12, 2026. In October 2024, the Company used the proceeds from its 2024-2 Issuance to pay down the outstanding balance under the warehouse loan facility. No debt was outstanding under the warehouse loan facility as of October 31, 2024.

 

 

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.

 

19

 

 

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.

 

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 and other assets are as follows:

 

Financial Instrument and Other Assets

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).

   

Repossessed inventory

The fair value approximates wholesale value (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 October 2022 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).

   

Contingent consideration payable for acquisition

The fair value is based upon inputs from the earn-out projection for the applicable acquisition (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).

   

Notes payable

The fair value is 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 and other assets included in the Company’s financial statements at October 31, 2024 and April 30, 2024 are as follows:

 

20

 

   

October 31, 2024

   

April 30, 2024

 
(In thousands)    Carrying
Value
    Fair
Value
    Carrying
Value
    Fair
Value
 

 

                               

Cash and cash equivalents

  $ 8,006     $ 8,006     $ 5,522     $ 5,522  

Restricted cash

    121,678       121,678       88,925       88,925  

Inventory - Repossessions

    18,061       18,061       18,182       18,182  

Finance receivables, net

    1,132,618       906,383       1,098,591       882,764  

Accounts payable

    34,174       34,174       21,379       21,379  

Contingent Consideration

    6,536       6,536       3,193       3,193  

Revolving line of credit, net

    107,365       107,365       200,819       200,819  

Non-recourse notes payable, net

    656,414       669,900       553,629       553,003  

 

 

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,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Weighted average shares outstanding-basic

    8,147,971       6,386,208       7,272,364       6,383,956  

Dilutive options and restricted stock

    144,488       -       151,572       -  
                                 

Weighted average shares outstanding-diluted

    8,292,459       6,386,208       7,423,936       6,383,956  
                                 

Antidilutive securities not included:

                               

Options

    662,667       207,500       598,717       447,500  

Restricted stock

    28,395       5,033       21,286       5,033  

 

 

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, 2024 are the Amended and Restated Stock Option Plan, the Amended and Restated Stock Incentive Plan, and the 2024 Equity Incentive Plan. The 2024 Equity Incentive Plan was approved by the Company’s shareholders and became effective on August 27, 2024. This plan governs all new equity-based awards granted on or after its effective date. The 2024 Equity Incentive Plan includes a reserve of 500,000 shares authorized for issuance of awards under the plan. At October 31, 2024, a total of 449,085 shares remained available for future awards under the 2024 Equity Incentive Plan. The Company recorded total stock-based compensation expense for all plans of approximately $2.7 million ($1.9 million after tax effects) and $1.7 million ($1.3 million after tax effects) for the six months ended October 31, 2024 and 2023, 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.

 

21

 

Stock Option Awards

 

The Company has options outstanding under 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, August 26, 2020, and August 30, 2022, the shareholders of the Company approved amendments to the Restated Option Plan increasing the number of shares of common stock reserved for issuance under the plan by an additional 200,000, 200,000, and 185,000 shares, respectively. At October 31, 2024, a total of 408,734 shares of common stock are reserved for issuance of outstanding stock options under the Restated Option plan. Options outstanding under the Restated Option Plan expire in the calendar years 2025 through 2034. As of October 31, 2024, there were 285,433 unvested options under the Company’s Restated Option Plan. No further awards may be granted under the Restated Option Plan.

 

The 2024 Equity Incentive Plan, which replaced 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. As of October 31, 2024, no stock options had been issued under the 2024 Equity Incentive Plan.

 

   

Restated Option Plan

   

2024 Equity Incentive Plan

 
                 

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

    100%       100%  

Last expiration date for outstanding options

 

May 9, 2034

      N/A  

Shares available for grant at October 31, 2024

    -       449,085  

 

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.

 

   

Six Months Ended
October 31,

 
   

2024

   

2023

 

Expected terms (years)

    4.9       5.5  

Risk-free interest rate

    5.13 %     3.66 %

Volatility

    60 %     58 %

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 22,281 and 35,000 options granted during the six months ended October 31, 2024 and 2023 under the Restated Option Plan, respectively. The grant-date fair value of options granted during the six months ended October 31, 2024 and 2023 was $350,000 and $1.5 million, respectively. The options were granted at fair market value on the date of grant.

 

Stock option compensation expense was $558,000 ($389,000 after tax effects) and $947,000 ($727,000 after tax effects) for the six months ended October 31, 2024 and 2023, respectively. As of October 31, 2024, the Company had approximately $1.5 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 1.7 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)

 

2024

   

2023

 
                 

Options exercised

    -       30,000  

Cash received from option exercises

  $ -     $ -  

Intrinsic value of options exercised

  $ -     $ 1,036  

 

There were no options exercised through net settlements during the six months ended October 31, 2024. During the six months ended October 31, 2023, there were 30,000 options exercised through net settlements in accordance with plan provisions, wherein the shares issued were reduced by 23,507 shares to satisfy the exercise price and applicable withholding taxes to acquire 6,493 shares.

 

22

 

The aggregate intrinsic value of outstanding options at October 31, 2024 and 2023 was $270,000 and $4.1 million, respectively. As of October 31, 2024, there were 408,734 vested and exercisable stock options outstanding with an aggregate intrinsic value of $270,000, a weighted average remaining contractual life of 4.7 years, and a weighted average exercise price of $77.74.

 

 
Restricted Stock Awards

 

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 shares. The 2024 Equity Incentive Plan replaced the Restated Incentive Plan. As of August 27, 2024, no further awards may be granted under the Restated Incentive Plan. For shares issued under the Restated Incentive Plan and the 2024 Equity 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 67,279 restricted shares granted during the six months ended October 31, 2024 and 5,033 restricted shares granted during the six months ended October 31, 2023. An aggregate of 248,003 unvested restricted shares were outstanding under these incentive plans as of October 31, 2024, with a weighted average grant date fair value of $61.76.

 

As of October 31, 2024, the Company had approximately $5.6 million of total unrecognized compensation cost related to unvested awards granted under the Restated Incentive Plan and 2024 Equity Incentive Plan, which the Company expects to recognize over a weighted-average remaining period of 2.4 years. The Company recorded compensation cost of approximately $2.2 million ($1.5 million after tax effects) and $767,000 ($589,000 after tax effects) related to the 2024 Equity Incentive Plan and Restated Incentive Plan during the six months ended October 31, 2024 and 2023, respectively.

 

There were no modifications to any of the Company’s outstanding share-based payment awards during fiscal 2024 or during the first six months of fiscal 2025.

 

 

J Common Stock

 

On September 20, 2024, the Company completed an underwritten public offering of 1,700,000 shares of its common stock, par value $0.01 per share, at a public offering price of $43.00. Net proceeds from the offering were $68.2 million after deducting underwriting discounts, commissions and offering expenses. Under the terms of the Underwriting Agreement entered into in connection with the offering, the Company granted the underwriter an option (the “Over-allotment Option”), exercisable for 30 days, to purchase up to 255,000 additional shares (the “Option Shares”) at the public offering price, less the underwriting discounts and commissions. On October 22, 2024, the Company completed the sale of 138,272 common stock in connection with the partial exercise by the underwriter of the Over-allotment Option at a public offering price of $43.00 per share. The Company received net proceeds from the offering of the Option Shares of approximately $5.6 million after deducting underwriting discounts and commissions.

 

As of October 31, 2024, the Company has a total of 8,253,186 shares of its common stock outstanding, compared to 6,394,675 outstanding as of April 30, 2024.

 

 

Commitments and Contingencies

 

The Company has entered into operating leases for approximately 87% of its dealership and office facilities. Generally, these leases are for periods of three to five years and usually contain multiple renewal options. The Company uses leasing arrangements to maintain flexibility in its dealership locations and to preserve capital. The Company expects to continue to lease the majority of its dealership and office facilities under arrangements substantially consistent with the past. Rent expense for all operating leases amounted to approximately $5.2 million and $4.5 million for the six-month periods ended October 31, 2024 and 2023, respectively.

 

Scheduled amounts and timing of cash flows arising from operating lease payments as of October 31, 2024, discounted at the weighted average interest rate in effect as of October 31, 2024 of approximately 4.9%, are as follows:

 

Maturity of lease liabilities

       

2025 (remaining)

  $ 5,163  

2026

    9,939  

2027

    9,310  

2028

    8,636  

2029

    7,740  

Thereafter

  $ 48,650  

Total undiscounted operating lease payments

    89,438  

Less: imputed interest

    (20,382 )

Present value of operating lease liabilities

  $ 69,056  

 

The Company has two standby letters of credit relating to insurance policies totaling $3.9 million and $2.9 million at October 31, 2024 and 2023, respectively.

 

23

 

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.

 

 

 Supplemental Cash Flow Information

 

Supplemental cash flow disclosures are as follows:

 

   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

 

Supplemental disclosures:

               

Interest paid

  $ 35,851     $ 30,467  

Income taxes (credits) paid, net

    (2,765 )     1,299  
                 

Non-cash transactions:

               

Inventory acquired in repossession and accident protection plan claims

    57,071       69,679  

Net settlement option exercises

    -       1,646  

Right-of-use assets obtained in exchange for operating lease liabilities

    384       -  

Right-of-use assets obtained in exchange for operating lease liabilities through acquisitions

    7,433       -  

 

 

M Acquisitions

 

On June 3, 2024, the Company completed its business combination of Texas Auto Center (“TAC”), which includes two dealership locations in Austin and San Marcos, Texas.

 

The total purchase price of the TAC acquisition was $13.5 million, which included $3.5 million of contingent consideration. The structure of the transaction is consistent with prior transactions whereby the Company did not acquire existing finance receivables and the seller may receive a performance-based earn-out in the future ranging from zero to a maximum of $15 million based on cumulative pre-tax income.

 

The excess of the purchase price over the preliminary fair values of the net assets acquired was allocated to goodwill, all of which is deductible for tax purposes and represents the future economic benefits expected to arise from anticipated synergies and intangible assets that do not qualify for separate recognition. The Company recorded the preliminary fair values of the assets acquired and liabilities assumed in the TAC acquisition, which resulted in the recognition of: (1) net working capital assumed of $100,000, (2) inventory of $5 million, (3) gross right use of asset and lease liability of $7.4 million and (4) goodwill of $8.5 million.

 

24

 

 

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

 

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

 

Forward-Looking Information

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements address the Company’s future objectives, plans and goals, as well as the Company’s intent, beliefs and current expectations regarding future operating performance, and can generally be identified by words such as “may,” “will,” “should,” “could,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” and other similar words or phrases. Specific events addressed by these forward-looking statements may include, but are not limited to:

 

 

operational infrastructure investments;

 

same dealership sales and revenue growth;

 

customer growth and engagement;

 

gross profit margin percentages;

 

gross profit per retail unit sold;

 

business acquisitions;

 

inventory acquisition, reconditioning, transportation and remarketing;

 

technological investments and initiatives;

 

future revenue growth;

 

receivables growth as related to revenue growth;

 

new dealership openings;

 

performance of new or existing dealerships;

 

interest rates;

 

future credit losses;

 

the Company’s collection results, including but not limited to collections during income tax refund periods;

 

future supply, demand and affordability of used vehicles;

 

availability of used vehicle financing;

 

seasonality; and

 

the Company’s business, operating and growth strategies and expectations.

 

These forward-looking statements are based on the Company’s current estimates and assumptions and involve various risks and uncertainties. As a result, you are cautioned that these forward-looking statements are not guarantees of future performance, and that actual results could differ materially from those projected in these forward-looking statements. Factors that may cause actual results to differ materially from the Company’s projections include those risks described elsewhere in this report and in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2024, as well as:

 

 

general economic conditions in the markets in which the Company operates, including but not limited to fluctuations in gas prices, grocery prices and employment levels and inflationary pressure on operating costs;

 

the availability of quality used vehicles at prices that will be affordable to our customers, including the impacts of changes in new vehicle production and sales;

 

the availability of credit facilities and access to capital through securitization financings or other sources on terms acceptable to us, and any increase in the cost of capital, to support the Company’s business;

 

the Company’s ability to underwrite and collect its contracts effectively, including whether anticipated benefits from the Company’s recently implemented loan origination system are achieved as expected or at all;

 

competition;

 

dependence on existing management;

 

ability to attract, develop, and retain qualified general managers;

 

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

 

the ability to keep pace with technological advances and changes in consumer behavior affecting our business;

 

security breaches, cyber-attacks, or fraudulent activity;

 

the ability to identify and obtain favorable locations for new or relocated dealerships at reasonable cost;

 

the ability to successfully identify, complete and integrate new acquisitions;

 

the occurrence and impact of any adverse weather events or other natural disasters affecting the Company’s dealerships or customers; and

 

potential business and economic disruptions and uncertainty that may result from any future public health crises and any efforts to mitigate the financial impact and health risks associated with such developments.

 

The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers and investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

 

25

 

 

Overview

 

America’s Car-Mart, Inc., a Texas corporation initially formed in 1981 (the “Company”), is one of the largest publicly held automotive retailers in the United States focused exclusively on the “Integrated Auto Sales and Finance” segment of the used car market. The Company’s operations are principally conducted through its two operating subsidiaries, America’s Car Mart, Inc., an Arkansas corporation (“Car-Mart of Arkansas”), and Colonial Auto Finance, Inc., an Arkansas corporation (“Colonial”). References to the Company include the Company’s consolidated subsidiaries. The Company primarily sells older model used vehicles and provides financing for substantially all of its customers. Many of the Company’s customers have limited financial resources and would not qualify for conventional financing as a result of limited credit histories or past credit difficulties. As of October 31, 2024, the Company operated 154 dealerships located primarily in small cities throughout the South-Central United States.

 

Over the last ten fiscal years, the Company’s revenue growth averaged 11.4%. Revenue for the first six months of fiscal 2025 declined 4.3% compared to the same period of fiscal 2024, primarily due to a 9.3% decrease in retail units sold. The decrease was partially offset by a 3.9% increase in the average retail sales price and a 5.3% increase in interest income. Our dealership volume productivity averaged 30.3 sales per month for the first six months of fiscal 2025, down from 33.4 during the same period last year.

 

The Company has been focused on improving vehicle quality by bringing lower mileage and on average newer model-year vehicles to our consumers, while balancing this with affordability. The Company believes this will aid in driving down our customers’ vehicle repair costs, reduce our service contract repair expenses, and lead to better recovery values in the event of repossession. When combined with inventory procurement efficiencies, these changes are expected to drive improved customer experience and contribute to better gross margins.

 

In the fourth quarter of fiscal year 2024, the Company entered into a strategic partnership with a leading automotive services and technology provider, to improve the efficiencies within the Company’s inventory supply chain process. This partnership is allowing the Company to utilize reconditioning and auction facilities, which the Company expects will improve the Company’s vehicle quality.

 

Over the last five fiscal years, the Company’s provision for credit losses as a percentage of sales averaged 26.36%, with a pre-pandemic rate of 23.71% in fiscal 2019. During fiscal 2024, credit losses exceeded pre-pandemic levels, partially due to the inflationary pressure on customers and increasing interest rates from federal monetary policy. For the first six months of fiscal 2025, the provision for credit losses as a percentage of sales was 34.0% compared to 37.9% for the same period of fiscal 2024 as provision for credit losses decreased 15.9% with lower sales partially offsetting the improvements. Based on the Company’s current analysis of credit losses, the allowance for credit losses at October 31, 2024 was 24.72% of finance receivables, net of deferred revenue and pending APP claims.

 

The Company’s credit losses and charge-offs are impacted by market and economic factors, including macro-economic conditions such as inflation in the cost of vehicle insurance, rent, groceries, the price of gasoline, childcare, and other staple items, and overall unemployment levels, as well as the personal income levels of the Company’s customers. Historically, credit losses, on a percentage basis, also tend to be higher at new and developing dealerships than at longer tenure locations with experienced management. Generally, this is because the management at new and developing dealerships tends to be less experienced in making credit decisions and collecting customer accounts and the customer base is less seasoned. Normally more mature dealerships have more repeat customers and, on average, repeat customers are a better credit risk than non-repeat customers.

 

The Company continuously looks for ways to operate more efficiently, improve its business practices and adjust underwriting and collection procedures. The Company has a proprietary credit scoring system which enables the Company to monitor the quality of contracts. Corporate office personnel monitor proprietary credit scores and work with dealerships when the distribution of scores falls outside of prescribed thresholds. Additionally, the Company’s training department continuously strengthens its training for collections. The Company’s collections department and support staff oversee collections and provide timely oversight and additional accountability on a consistent basis. The Company believes that the proper execution of its business practices is the single most important determinant of its long-term credit loss experience.

 

The Company’s gross profit dollars per retail unit sold increased by $767, or 11.3%, during the first six months of fiscal 2025 compared to the first six months of fiscal 2024, and gross margin as a percentage of sales for the first six months of fiscal 2025 increased to 37.2% of sales, including a 150 bps benefit from the impact of the service contract accounting change in estimate for revenue recognition, from 34.6% in the prior year period. The increase in gross profit dollars per retail unit sold was primarily related to the impact of the accounting change during the second quarter of fiscal year 2025 in the Company’s estimated revenue recognition period for sales of its vehicle service contracts. The Company’s initiatives around pricing discipline, reduced transportation costs and lower vehicle repair costs also contributed to the increase in gross profit dollars. The Company’s gross margin is based upon the cost of the vehicle purchased, with higher-priced vehicles typically having higher gross margin dollars but lower gross margin percentages. Gross margin is also affected by the percentage of wholesale sales to retail sales, which relates, for the most part, to repossessed vehicles sold at or near cost. The Company plans to continue to focus on managing gross margin dollars in the near term, as demonstrated by the increase during the first six months of fiscal year 2025, as well as continuing to focus on improving wholesale results, cost controls, and operational improvement around the acquisition and disposal of vehicles.

 

26

 

The Company consistently focuses on collections. Each dealership is responsible for its own collections with supervisory involvement and oversight from the corporate office. Total collections of principal, interest, and late fees for the first six months of fiscal 2025 increased by $12.6 million, or 3.8%, over the prior year period. Principal collections, as a percentage of average finance receivables, increased slightly at 15.4%, compared to 15.2% in the same period in prior year.

 

Hiring, training and retaining qualified associates is critical to the Company’s success. The rate at which the Company adds new dealerships and is able to implement operating initiatives is limited by the number of trained managers and support personnel the Company has at its disposal. Excessive turnover, particularly at the dealership manager level, could impact the Company’s ability to add new dealerships and to meet operational initiatives. The landscape for hiring remains very competitive. The Company has continued to add resources to recruit, train, and develop personnel, especially personnel targeted to fill dealership manager positions. The Company expects to continue to invest in the development of its workforce.

 

The Company continues to prioritize investments to improve its products and services and operate more efficiently over time. One of the Company’s largest recent investments has been improving its processes and technology for credit applications and decision-making through a new loan origination system (“LOS”). This online loan application system allows the consumer to apply for credit faster in anticipation of their vehicle purchase, authorize a soft credit pull during the application process, and receive a response via text message on the status of their application, as well as have access to centralized appointment-setting.  At the end of October 2024, the Company had implemented the LOS in 145 of its 154 dealerships, with centralized decision-making on approvals of applications submitted via the online platform. The remaining nine dealerships, which were acquired, are still in their earn-out period or have yet to be integrated. Through the LOS, the Company has tightened its credit approval standards, primarily by requiring a higher down payment and shorter terms from certain customers.

 

 

 

 

 

27

 

 

Three months ended October 31, 2024 vs. Three months ended October 31, 2023

 

Consolidated Operations

(Operating Statement Dollars in Thousands)

 

                   

% Change

   

As a % of Sales

 
   

Three Months Ended

   

2024

   

Three Months Ended

 
    October 31,    

vs.

        October 31,     
   

2024

   

2023

   

2023

   

2024

   

2023

 

Revenues:

                                       

Sales

  $ 285,774     $ 300,400       (4.9 )%     100.0 %     100.0 %

Interest income

    61,495       59,382       3.6       21.5       19.8  

Total

    347,269       359,782       (3.5 )     121.5       119.8  
                                         

Costs and expenses:

                                       

Cost of sales, excluding depreciation shown below

    173,215       196,763       (12.0 )     60.6       65.5  

Selling, general and administrative

    47,407       44,863       5.7       16.6       14.9  

Provision for credit losses

    99,522       135,395       (26.5 )     34.8       45.1  

Interest expense

    18,042       16,582       8.8       6.3       5.5  

Depreciation and amortization

    1,926       1,696       13.6       0.7       0.6  

Loss on disposal of property and equipment

    41       74       (44.6 )     -       -  

Total

    340,153       395,373       (14.0 )%     119.0       131.6  
                                         

Pretax income (loss)

  $ 7,116     $ (35,591 )             2.5 %     (11.8 )%
                                         

Operating Data:

                                       

Retail units sold

    13,784       15,162                          

Average dealerships in operation

    154       154                          

Average units sold per dealership per month

    29.8       32.8                          

Average retail sales price

  $ 20,031     $ 19,035                          

Gross profit per retail unit sold

  $ 8,166     $ 6,835                          

Same store revenue growth

    (8.4 )%     2.6 %                        
                                         

Period End Data:

                                       

Dealerships open

    154       153                          

Accounts over 30 days past due

    3.5 %     3.6 %                        

 

Revenues decreased by approximately $12.5 million, or 3.5%, for the three months ended October 31, 2024 as compared to the same period in the prior fiscal year. The decrease resulted from a decline in revenue at dealerships that operated a full three months in both the current and prior year quarter ($29.5 million decrease) and by dealerships that were closed during the prior year quarter ($6.2 million decrease), partially offset by revenue growth from dealerships opened or acquired after the prior year quarter ($23.2 million). The decline in revenue was related to a 9.1% decrease in retail units sold, largely reflecting the challenging macroeconomic environment for our customers, partially offset by a 3.6% increase in interest income and a $13.2 million benefit in service contract revenue. The service contract revenue was a result of a performance analysis on the Company’s service contract program resulting in an accounting change in which the Company shortened its estimate for the revenue recognition period to better reflect the actual life of the service contract, which accelerated the Company’s recognition of a portion of its related deferred revenue. . Interest income increased approximately $2.1 million for the three months ended October 31, 2024, as compared to the same period in the prior fiscal year, due to the $8.7 million increase in average finance receivables.

 

Cost of sales, as a percentage of sales, decreased to 60.6% for the three months ended October 31, 2024 compared to 65.5% for the same period of the prior fiscal year, resulting in a gross margin as a percentage of sales of 39.4% for the current year period, including 2.9% from the impact of the service contract accounting change in estimate for revenue recognition, compared to 34.5% for the prior year period. The additional improvement in gross margin outside of the service contract adjustment resulted from better procurement processes and operational efficiencies.

 

28

 

Gross margin as a percentage of sales is significantly impacted by the average retail sales price of the vehicles the Company sells, which is largely a function of the Company’s purchase cost and includes the price of ancillary products sold with the vehicle, such as the APP and vehicle repair plans. As purchase costs increase, the margin between the purchase cost and the sales price of the vehicles the Company sells generally narrows on a percentage basis because the Company must offer affordable prices to its customers. The average retail sales price for the second quarter of fiscal 2025 was $20,031, a $996 increase over the prior year quarter. However, this increase was due to the $13.2 million benefit as a result of the service contract accounting change in estimate for revenue recognition, rather than as a result of purchase cost increases. The Company continues to focus on gross margin improvement through pricing discipline, reduced transportation costs and lower vehicle repair costs.

 

Selling, general and administrative expenses, as a percentage of sales, were 16.6% for the three months ended October 31, 2024, an increase of 5.7% from the same period of the prior fiscal year. Selling, general and administrative expenses are, for the most part, more fixed in nature. In dollar terms, overall selling, general and administrative expenses increased approximately $2.5 million in the second quarter of fiscal 2025 compared to the same period of the prior fiscal year. The Company’s two most recent acquisitions drove $2.1 million of the increase with the remainder related to stock compensation expense increases. The Company continued to have favorable declines in payroll and related costs as a result of prior cost cutting measures. 

 

Provision for credit losses as a percentage of sales was 34.8% for the three months ended October 31, 2024 compared to 45.1% for the prior year period. In overall dollars, the provision for credit losses decreased $35.9 million in the second quarter of fiscal 2025 compared to the same period of the prior fiscal year due to the improved experience of contracts underwritten in the Company’s new loan origination system. On a percentage of sales basis, the decrease in the provision was partially offset by a decrease in sales of $14.6 million compared to the prior year period.

 

Interest expense as a percentage of sales increased to 6.3% for the three months ended October 31, 2024, compared to 5.5% for the prior year period. In dollar terms, interest expense increased $1.5 million due to increasing interest rates and an increase in the average borrowings of approximately $13.3 million during the three-month period ended October 31, 2024.

 

 

 

 

 

 

29

 

 

Six months ended October 31, 2024 vs. Six months ended October 31, 2023

 

Consolidated Operations

(Operating Statement Dollars in Thousands)

 

                   

% Change

   

As a % of Sales

 
   

Six Months Ended

   

2024

   

Six Months Ended

 
    October 31,    

vs.

    October 31,  
   

2024

   

2023

   

2023

   

2024

   

2023

 
                                         

Revenues:

                                       

Sales

  $ 573,022     $ 610,737       (6.2 )%     100.0 %     100.0 %

Interest income

    122,010       115,838       5.3       21.3       19.0  

Total

    695,032       726,575       (4.3 )     121.3       119.0  
                                         

Costs and expenses:

                                       

Cost of sales, excluding depreciation shown below

    359,785       399,410       (9.9 )     62.8       65.4  

Selling, general and administrative

    94,118       91,333       3.0       16.4       15.0  

Provision for credit losses

    194,945       231,718       (15.9 )     34.0       37.9  

Interest expense

    36,354       30,856       17.8       6.3       5.1  

Depreciation and amortization

    3,810       3,389       12.4       0.7       0.6  

Loss (gain) on disposal of property and equipment

    87       240       (63.8 )     -       -  

Total

    689,099       756,946       (9.0 )%     120.2       124.0  
                                         

Pretax loss

  $ 5,933     $ (30,371 )             1.0 %     (5.0 )%
                                         

Operating Data:

                                       

Retail units sold

    28,175       31,074                          

Average stores in operation

    155       155                          

Average units sold per store per month

    30.3       33.4                          

Average retail sales price

  $ 19,650     $ 18,914                          

Gross profit per retail unit

  $ 7,568     $ 6,801                          

Same store revenue change

    (8.2% )     5.4 %                        
                                         

Period End Data:

                                       

Stores open

    154       153                          

Accounts over 30 days past due

    3.5 %     3.6 %                        

 

Revenues decreased by approximately $31.5 million, or 4.3%, for the six months ended October 31, 2024 as compared to the same period in the prior fiscal year. The decrease resulted from a decline in revenue at dealerships that operated a full six months in both the current and prior year quarter ($58.5 million decrease) and by dealerships that were closed during the prior year six-month period ($12.1 million decrease); partially offset by revenue growth from dealerships opened or acquired after the prior year six-months ($39.1 million). Revenue decline was primarily related to a 9.3% decrease in retail units sold, partially offset by a 21.3% increase in interest income and a 3.9% increase in the average retail sales price. Interest income increased approximately $6.2 million for the six months ended October 31, 2024, as compared to the same period in the prior fiscal year, due to the $27.5 million increase in average finance receivables.

 

Cost of sales, as a percentage of sales, decreased to 62.8% for the six months ended October 31, 2024 compared to 65.4% for the same period of the prior fiscal year, resulting in a gross margin as a percentage of sales of 37.2% for the current year period, including 1.5% from the impact of the service contract accounting change in estimate for revenue recognition, compared to 34.6% for the prior year period. The primary driver of this cost of sales decrease was the Company’s continued focus on inventory efficiencies in procurement, remarketing, and repairs. The average retail sales price for the six months ended October 31, 2024 was $19,650, an increase of $736 or 3.9% over the prior year period. However, this increase was primarily due to the $13.2 million benefit in the second quarter of fiscal year 2025 as a result of the service contract accounting change in estimate for revenue recognition, rather than as a result of purchase cost increases.

 

Selling, general and administrative expenses, as a percentage of sales, were 16.4% for the six months ended October 31, 2024, an increase of 3.0% from the same period of the prior fiscal year. In dollar terms, overall selling, general and administrative expenses increased approximately $2.8 million in the six months ended October 31, 2024, compared to the same period of the prior fiscal year. The Company has made increasing investments in several areas including senior management, inventory procurement and management, customer experience and digital efforts. Increased collections costs due primarily to the higher frequency of repossessions, the addition of new dealerships through acquisitions since last year and the continuing impact of general inflation contributed to the remaining increase. The Company continues to focus on controlling costs, while at the same time ensuring a solid infrastructure to support a growing customer base with a high level of support for its customers.

 

30

 

Provision for credit losses as a percentage of sales was 34.0% for the six months ended October 31, 2024 compared to 37.9% for the six months ended October 31, 2023. Net charge-offs as a percentage of average finance receivables were 13.0% for the six months ended October 31, 2024 and 13.1% for the prior year period. The decrease in the provision is largely attributable to improvements in the frequency of losses, partially offset by a small increase in the severity of loss. The allowance for credit losses as a percentage of finance receivables, net of deferred revenue and pending accident protection plan claims was 24.72% at October 31, 2024 compared to 26.04% at October 31, 2023 and 25.00% at July 31, 2024. The Company decreased the allowance for credit losses rate from 25.00% to 24.72%, sequentially, resulting in a $3.8 million change to the provision for credit losses.

 

Interest expense as a percentage of sales increased to 6.3% for the six months ended October 31, 2024, compared to 5.1% for the prior year period. In dollar terms, interest expense increased $5.5 million due to increasing interest rates and an increase in the average borrowings of approximately $52.5 million during the six-month period ended October 31, 2024. Approximately 60% of the increase in interest expense was related to the increase in rates over the same period of the prior fiscal year.

 

Financial Condition

 

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

 

   

October 31, 2024

   

April 30, 2024

 

Assets:

               

Finance receivables, net

  $ 1,132,618     $ 1,098,591  

Inventory

    122,102       107,470  

Income tax receivable, net

    -       2,958  

Property and equipment, net

    59,192       60,361  
                 

Liabilities:

               

Accounts payable and accrued liabilities

    67,799       49,207  

Deferred revenue

    106,601       120,781  
Income tax payable, net     1,563       -  

Deferred tax liabilities, net

    12,313       17,808  

Notes payable, net

    656,414       553,629  

Revolving line of credit, net

    107,365       200,819  

 

Finance receivables, net, have increased 3.1% and 2.5% since April 30, 2024 and October 31, 2023, respectively, while revenues decreased 4.3% for the six months ended October 31, 2024 compared to the same period in the prior fiscal year. The Company currently anticipates that the growth in finance receivables will generally be slightly higher than overall revenue growth on an annual basis due to overall term length increases in our installment sale contracts, partially offset by improvements in underwriting and collection procedures in an effort to reduce credit losses.

 

During the first six months of fiscal 2025, inventory increased by $14.6 million compared to inventory at April 30, 2024, primarily due to the most recent acquisition which added $5.0 million to the inventory balance. Annualized inventory turns decreased for the current year quarter at 6.0 versus the prior year’s second quarter at 7.1. The Company strives to improve the quality of the inventory and maintain adequate turns while maintaining inventory levels to ensure an adequate supply of vehicles in volume and mix, and to meet sales demand.

 

Property and equipment, net, decreased by $1.2 million at October 31, 2024 as compared to property and equipment, net, at April 30, 2024. The Company incurred $2.3 million in expenditures during the first six months of fiscal 2025 primarily related to remodeling existing locations in order to support growth. The Company incurred $3.8 million in depreciation and amortization expense during the first six months of fiscal 2025.

 

Accounts payable and accrued liabilities increased by $18.6 million during the first six months of fiscal 2025 as compared to accounts payable and accrued liabilities at April 30, 2024, related primarily to invoice management, vendor efficiencies and the timing of cash overdrafts for outstanding deposits at the end of the month.

 

The Company had $1.6 million of income taxes payable, net at October 31, 2024 compared to $3.0 million of income taxes receivable, net at April 30, 2024. The change from income taxes receivable at April 30, 2024 to income taxes payable at October 31, 2024 was primarily due to a reduction in the credit loss provision and in increase in revenue recognized for the ancillary products due to a change in estimate during the second quarter of fiscal 2025.

 

31

 

Deferred revenue decreased $14.2 million at October 31, 2024 as compared to April 30, 2024, primarily resulting from the $13.2 million benefit in service contract revenue which was a result of the service contract accounting change in the Company’s estimate for the applicable revenue recognition period.

 

Deferred income tax liabilities, net, decreased approximately $5.5 million at October 31, 2024 as compared to April 30, 2024, primarily due to a net operating loss carryforward for the six months ended October 31, 2024.

 

The Company had $656.4 million and $553.6 million of notes payable outstanding related to asset-backed term funding transactions as of October 31, 2024 and April 30, 2024, respectively. These non-recourse notes issued by the Company accrue interest at fixed rates with a weighted average rate of 9.1% as of October 31, 2024. . The Company completed its most recent issuance of asset-backed term funding on October 9, 2024, and used the proceeds of the issuance to pay down existing debt, including the $150 million balance borrowed under the Company’s warehouse loan facility. Prior to the repayment of the warehouse loan facility, the funds borrowed under the facility accrued interest at a rate equal to the term SOFR plus 350 basis points. See Note F for further details on the non-recourse notes payable, warehouse loan facility and the revolving line of credit.

 

On September 20, 2024, the Company completed an underwritten public offering of 1,700,000 shares of common stock at a price per share of $43.00. The net proceeds of the public offering were approximately $68.2 million after deducting the underwriting discount and offering costs of approximately $4.9 million. Under the terms of the Underwriting Agreement entered into in connection with the offering, on October 22, 2024, the Company completed the sale of an additional 138,272 common stock at a price of $43.00 per share, in connection with a partial exercise by the underwriter of an option (the “Over-Allotment Option”) granted in the Underwriting Agreement for the underwriters to purchase up to 255,000 additional shares at the public offering price to cover over-allotments. The net proceeds to the Company of the underwriter’s partial exercise of the Over-Allotment Option were approximately $5.6 million after deducting the underwriting discount and offering costs of approximately $346,000. The Company used the net proceeds from this offering to pay down a portion of the Company’s revolving line of credit.

 

Borrowings on the Company’s revolving credit facilities fluctuate based upon a number of factors including (i) net income, (ii) finance receivables changes, (iii) funds available from asset-backed securitization offerings, warehouse facilities and/or other capital financing sources, (iv) income taxes, and (v) capital expenditures. Historically, income from operations, as well as borrowings on the revolving credit facilities and securitized debt, have funded the Company’s finance receivables growth and capital asset purchases and, as applicable, common stock repurchases  The overall increase in total borrowings during the first six months of fiscal 2025 was made to support an increase in finance receivables, with longer terms, and a growing customer base.  During the first six months of fiscal 2025, the Company funded finance receivables growth of $34.0 million, increased inventory by $14.6 million, invested $13.5 million in dealership acquisitions, and reduced fixed assets by $1.2 million, with income from operations, increased total debt of $9.3 million, and the use of $25.9 million in cash available at April 30, 2024. The proceeds from the Company’s common stock offering during the second quarter substantially offset the increase in total debt for the first six months of 2025.

 

 

 

 

 

 

 

 

 

32

 

 

Liquidity and Capital Resources

 

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

 

   

Six Months Ended
October 31,

 
   

2024

   

2023

 

Operating activities:

               

Net income (loss)

  $ 4,135     $ (23,277 )

Provision for credit losses

    194,945       231,718  

Losses on claims for accident protection plan

    16,797       15,173  

Depreciation and amortization

    3,810       3,389  

Stock based compensation

    5,243       1,739  

Finance receivable originations

    (527,487 )     (580,082 )

Finance receivable collections

    224,640       218,208  

Inventory

    48,141       65,123  

Accounts payable and accrued liabilities

    10,047       (4,317 )

Deferred accident protection plan revenue

    (880 )     1,306  

Deferred service contract revenue

    (13,300 )     4,042  

Income taxes, net

    4,521       5,644  

Deferred income taxes

    (5,495 )     (14,249 )

Accrued interest on finance receivables

    (666 )     (1,248 )

Other

    (1,657 )     701  

Total

    (37,206 )     (76,130 )
                 

Investing activities:

               

Acquisition

    (7,527 )     -  

Purchase of property and equipment

    (2,338 )     (2,149 )

Other

    24       561  

Total

    (9,841 )     (1,588 )
                 

Financing activities:

               

Revolving credit facilities, net

    (93,127 )     (2,153 )

Notes payable, net

    104,267       109,405  

Change in cash overdrafts

    2 ,074       1,416  

Debt issuance costs

    (4,467 )     (4,091 )

Purchase of common stock

    (412 )     (68 )

Dividend payments

    (20 )     (20 )

Exercise of stock options and issuance of common stock

    73,969       (312 )

Total

    82,284       104,177  
                 

Increase in cash

  $ 35,237     $ 26,459  

 

The primary drivers of cash flows include (i) top line sales, (ii) interest income on finance receivables, (iii) gross margin percentages on vehicle sales, and (iv) credit losses, a significant portion of which relates to the collection of principal on finance receivables. Historically, most or all of the cash generated from operations has been used to fund finance receivables growth, capital expenditures, and as applicable, common stock repurchases. To the extent finance receivables growth, capital expenditures and common stock repurchases have exceeded income from operations, the Company has increased borrowings under our revolving credit facilities and secured additional funding through the issuance of asset-backed non-recourse notes.

 

Cash flows used in operating activities for the six months ended October 31, 2024 compared to the same period in the prior fiscal year decreased primarily as a result of a decrease in finance receivable originations, an increase in finance receivable collections, and an increase in accounts payable and accrued liabilities. Finance receivables, net, increased by $34.0 million from April 30, 2024 to October 31, 2024.

 

33

 

The purchase price the Company pays for a vehicle has a significant effect on liquidity and capital resources. Because the Company bases its selling price on the purchase cost for the vehicle, increases in purchase costs result in higher selling prices. As the selling price increases, it generally becomes more difficult to keep the gross margin percentage and contract term in line with historical results because the Company’s customers have limited incomes and their vehicle payments must remain affordable within their individual budgets. Several external factors can negatively affect the purchase cost of vehicles. Decreases in the overall volume of new vehicle sales, particularly domestic brands, lead to decreased supply in the used vehicle market. Also, constrictions in consumer credit, as well as general economic conditions, can increase overall demand for the types of vehicles the Company purchases for resale as used vehicles become more attractive than new vehicles in times of economic instability. A negative shift in used vehicle supply, combined with strong demand for used vehicles, results in increased used vehicle prices and thus higher purchase costs for the Company.

 

Sustained macro-economic pressures affecting our customers have helped keep demand high in recent years for the types of vehicles we purchase. This strong demand for used vehicles, coupled with modest levels of new vehicle sales in recent years, have led to a generally ongoing tight supply of used vehicles available to the Company in both quality and quantity. Wholesale prices continue to soften in calendar year 2024 but remain high compared to the last several years. The Company expects the tight used vehicle supply and strong demand for the types of vehicles we purchase to continue to keep purchase costs and resulting sales prices elevated for the short-term, but anticipates that an increase in marketplace wages for our customers could enhance affordability.

 

The Company has devoted significant efforts to improving its purchasing processes to ensure adequate supply at appropriate prices which includes the new partnership with an industry leader, expanding its purchasing territories to larger cities in close proximity to its dealerships and forming relationships with reconditioning partners to reduce purchasing costs. The Company has also increased the level of accountability for its purchasing agents including updates to sourcing and pricing guidelines. The Company continues to build relationships with national vendors that can supply a large quantity of high-quality vehicles.

 

The Company’s liquidity is also impacted by our credit losses. Macro-economic factors such as unemployment levels and general inflation on core and discretionary items can significantly affect our collection results and ultimately credit losses. Currently, as our customers look to cover rising costs of non-discretionary items, such as childcare, insurance, groceries and gasoline, it may impact our customers’ ability to make their vehicle payments. The Company has made improvements to its business processes via the implementation of the loan origination system during the last two years to strengthen controls and provide stronger infrastructure to support its collections efforts. Management continues to focus on improved execution at the dealership level, specifically as related to working individually with customers concerning collection issues.

 

The Company’s business model relies on leasing the majority of the properties where its dealerships are located. As of October 31, 2024, the Company leased approximately 87% of its dealership properties. The Company expects to continue to lease the majority of the properties where its dealerships are located.

 

The Company’s principal sources of liquidity include income from operations, proceeds from non-recourse notes payable issued under asset-back securitization transactions, warehouse facilities, borrowings under its revolving credit facilities, and other potential debt or equity financing sources. At October 31, 2024, the Company had approximately $8.0 million of cash on hand and approximately an additional $97.0 million of availability under its revolving credit facilities (see Note F to the Condensed Consolidated Financial Statements). The revolving credit facility has a scheduled maturity date of September 30, 2025, with total permitted borrowings of $320 million at October 31, 2024. In July 2024, the Company entered into Amendment No. 7 to its revolving credit agreement to allow for, among other things, the entry into an amortizing warehouse agreement and to amend the fixed charge coverage ratio under the credit agreement. On September 16, 2024, the Company entered into Amendment No. 8 to its revolving credit agreement that, among other things, reduces the total permitted borrowings under the revolving line of credit by $20 million to $320 million. Under the amendment, the Company is required to maintain a minimum amount available to be drawn under the credit facilities, based on eligible finance receivables and inventory, of $20 million. If the outstanding principal balance under the line of credit equals or exceeds $300 million, the Company will be required to maintain a minimum availability of $50 million. The amendment also required the Company to use the net proceeds of any junior capital raise of $50 million or more to pay down the then outstanding principal balance of the line of credit. The Company used the $73.8 million in aggregate net proceeds from its underwritten public common stock offering completed during the second quarter of fiscal year 2025 to pay down a portion of the outstanding balance of the line of credit. The amendment also made certain modifications to the fixed charge coverage ratio covenant under the credit agreement and restricts the Company from making future repurchases of its common stock, along with the agreement’s existing restrictions on other distributions to the Company’s shareholders. Thus, 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.

 

34

 

In July 2024, the Company entered into a $150 million amortizing warehouse agreement backed by a portion of its finance receivables.  The warehouse facility accrued interest at a rate of SOFR plus 350 basis points, with payments of principal and interest due monthly and a scheduled maturity date of July 12, 2026. The Company primarily used the funds from the warehouse facility to pay down the current revolving loan balance. On September 16, 2024, the Company entered into an amendment to the warehouse agreement that amends the fixed charge coverage ratio covenant consistent with Amendment No. 8 to the revolving credit agreement and modifies certain other financial covenants under the warehouse agreement. In October 2024, the Company used the proceeds from its most recent asset-back term securitization funding to pay down the outstanding balance under the warehouse loan facility. No debt was outstanding under the warehouse loan facility as of October 31, 2024.

 

The Company expects to use cash from operations and other financing sources to (i) pay down the outstanding principal balance of the revolving line of credit, (ii) grow its finance receivables portfolio, (iii) purchase fixed assets of approximately $8 million in the next 12 months as we complete facility updates and general fixed asset requirements, (iv) fund dealership acquisitions as opportunities arise on terms acceptable to the Company, and (v) reduce the Company’s remaining debt to the extent excess cash is available.

 

The Company believes it will have adequate liquidity to continue to grow its revenues and to satisfy its capital needs for at least one year from the financial statement issuance date through expected financing sources such as additional securitized borrowings or public registered offerings.

 

Off-Balance Sheet Arrangements

 

The Company has two standby letters of credit relating to insurance policies totaling $3.9 million at October 31, 2024.

 

Other than its letters of credit, the Company is not a party to any off-balance sheet arrangement that management believes is reasonably likely to have a current or future effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Related Finance Company Contingency

 

Car-Mart of Arkansas and Colonial do not meet the affiliation standard for filing consolidated income tax returns, and as such they file separate federal and state income tax returns. Car-Mart of Arkansas routinely sells its finance receivables to Colonial at what the Company believes to be fair market value and is able to take a tax deduction at the time of sale for the difference between the tax basis of the receivables sold and the sales price. These types of transactions, based upon facts and circumstances, have been permissible under the provisions of the Internal Revenue Code as described in the Treasury Regulations. For financial accounting purposes, these transactions are eliminated in consolidation and a deferred income tax liability has been recorded for this timing difference. The sale of finance receivables from Car-Mart of Arkansas to Colonial provides certain legal protection for the Company’s finance receivables and, principally because of certain state apportionment characteristics of Colonial, also has the effect of reducing the Company’s overall effective state income tax rate by approximately 250 basis points. The actual interpretation of the Regulations is in part a facts and circumstances matter. The Company believes it satisfies the material provisions of the Regulations. Failure to satisfy those provisions could result in the loss of a tax deduction at the time the receivables are sold and have the effect of increasing the Company’s overall effective income tax rate as well as the timing of required tax payments.

 

The Company’s policy is to recognize accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accrued penalties or interest as of October 31, 2024.

 

35

 

 

Critical Accounting Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America requires the Company to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the Company’s estimates. The Company believes the most significant estimate made in the preparation of the accompanying Condensed Consolidated Financial Statements relates to the determination of its allowance for credit losses, which is discussed below. The Company’s accounting policies are discussed in Note B to the Condensed Consolidated Financial Statements.

 

The Company maintains an allowance for credit losses on an aggregate basis at a level it considers sufficient to cover estimated losses expected to be incurred on the portfolio at the measurement date in the collection of its finance receivables currently outstanding. At October 31, 2024, the weighted average contract term was 48.2 months with 35.9 months remaining. The allowance for credit losses at October 31, 2024 of $336.7 million, was 27.42% of the principal balance in finance receivables of $1.5 billion, less unearned accident protection plan revenue of $51.0 million and unearned service contract revenue of $55.6 million, less APP claims of $5.3 million.

 

The allowance for credit losses is a critical accounting estimate for the following reasons:

 

 

estimates relating to the allowance for credit losses require management to project future loan performance, including cash flows, prepayments, and charge-offs;

 

 

the allowance for credit losses is influenced by factors outside of management’s control such as industry and business trends, geopolitical events and the effects of laws and regulations as well as economic conditions including, but not limited to, inflation; and

 

 

judgment is required to determine whether the model used to generate the allowance for credit losses produces results that appropriately reflect a current estimate of lifetime expected credit losses.

 

Because management’s estimate of the allowance for credit losses involves a high degree of judgment, such as the subjectivity of the assumptions used, there is uncertainty inherent in such estimates. Changes in these estimates could significantly impact the allowance and provision for credit losses.

 

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.

 

In March 2022, the FASB issued Accounting Standards Update (“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 adopted this standard on May 1, 2023, under a prospective basis. In regard to installment sale contract modifications, management notes that the Company primarily modifies a customer’s installment sale contract to allow for insignificant payment delays. This type of modification is generally done to account for payday changes for the customer and minor vehicle repairs.

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which sets forth improvements to the current segment disclosure requirements in accordance with Topic 280 “Segment Reporting,” including clarifying that entities with a single reportable segment are subject to both new and existing segment reporting requirements. ASU 2023-07 will be effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. Adoption of this ASU will result in additional disclosure, but will not impact the Company’s consolidated financial position, results of operations or cash flows.

 

In December 2023, the FASB issued an accounting pronouncement (ASU 2023-09) related to income tax disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. We plan to adopt this pronouncement for our fiscal year beginning May 1, 2025, and we do not expect it to have a material effect on our consolidated financial statements.

 

36

 

Seasonality

 

Historically, the Company’s third fiscal quarter (November through January) has been the slowest period for vehicle sales. Conversely, the Company’s first and fourth fiscal quarters (May through July and February through April) have historically been the busiest times for vehicle sales. Therefore, the Company generally realizes a higher proportion of its revenue and operating profit during the first and fourth fiscal quarters. The Company expects this pattern to continue in future years.

 

If conditions arise that impair vehicle sales during the first or fourth fiscal quarters, the adverse effect on the Company’s revenues and operating results for the year could be disproportionately large.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

The Company is exposed to market risk on its financial instruments from changes in interest rates. In particular, the Company has historically had exposure to changes in the federal primary credit rate and has exposure to changes in the prime interest rate of its lender. The Company does not use financial instruments for trading purposes but has in the past entered into an interest rate swap agreement to manage interest rate risk.

 

Interest rate risk.  The Company’s exposure to changes in interest rates relates primarily to its debt obligations. The Company is exposed to changes in interest rates as a result of its revolving credit facilities, and the interest rates charged to the Company under its credit facilities fluctuate based on its primary lender’s base rate of interest. The Company had an outstanding balance on its revolving line of credit of $107.4 million at October 31, 2024. The impact of a 1% increase in interest rates would result in increased annual interest expense of approximately $10.7 million and a corresponding decrease in net income before income tax.

 

The Company’s earnings are impacted by its net interest income, which is the difference between the income earned on interest-bearing assets and the interest paid on interest-bearing notes payable. The Company’s finance receivables carry a fixed annual interest rate based on the Company’s contract interest rate as of the origination date of the installment sales contract, while its revolving credit facilities contain variable interest rates that fluctuate with market interest rates. During the third quarter of fiscal 2024, the Company increased the interest rate by 0.25%. The Company’s finance receivables now carry a fixed annual interest rate of 18.25% (up from 18.0%) for all states, except Arkansas at 16.75% (which is subject to a usury cap of 17.0%), Illinois (remains at 19.5% – 21.5%), and acquired dealerships in Tennessee (which originate at up to 23.0%). The interest rate on the Company’s revolving credit facilities is generally SOFR plus 3.50%, or for non-SOFR amounts the base rate of 8.00% plus 1% at October 31, 2024.

 

Item 4. Controls and Procedures

 

 

a)

Evaluation of Disclosure Controls and Procedures

 

Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of October 31, 2024. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of October 31, 2024. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure.

 

 

b)

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three month period ending October 31, 2024 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

37

 

 

Part II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

In the ordinary course of business, the Company has become a defendant in various types of legal proceedings. While the outcome of these proceedings cannot be predicted with certainty, the Company does not expect the final outcome of any of these proceedings, individually or in the aggregate, to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

 

Item 1A. Risk Factors

 

Except as set forth below, there have been no material changes to the Company’s risk factors as previously disclosed in Item 1A to Part I of the Company’s Form 10-K for the fiscal year ended April 30, 2024.

 

The coming maturity of the Companys revolving line of credit in September 2025 could adversely affect our business.

 

The Company currently maintains a revolving line of credit with a group of lenders that permits the Company to borrow up to an aggregate of $320 million, which the Company has historically used to finance a portion of its finance receivables growth. Under the existing terms of the loan and security agreement, as amended, for the revolving credit facility, the facility is scheduled to mature in September 2025. The Company has initiated discussions with the lending group to begin the process for the extension of the revolver, and the Company expects that it will reach agreement on an extension given the Company’s strong relationship with the lending group and the history of prior extensions of the credit facility. However, if the Company is unable to secure an extension of the revolving line of credit prior to its maturity date on terms that are acceptable to the Company, or at all, this could materially and adversely affect our ability to achieve our planned growth and operating results. Our ability to extend the revolver will depend upon market conditions, our financial condition and the willingness of financing sources to make capital available to us at acceptable rates and terms. The inability to extend the revolving line of credit at acceptable rates and terms could restrict or limit our ability to achieve our growth objectives, which could adversely affect our financial condition and results of operations and would require us to rely on other sources of financing, such as additional asset-backed term securitizations, warehouse loan agreements or a new revolving line of credit with other lenders. We cannot assure that we would be able to secure such other sources of financing at acceptable rates and terms to the Company or at all.

 

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

 

The Company is authorized to repurchase shares of its common stock under its common stock repurchase program. On December 14, 2020, the Board of Directors authorized the repurchase of up to an additional one million shares along with the balance remaining under its previous authorization approved and announced on November 16, 2017. No shares were repurchased under the Company’s stock repurchase program during the second quarter of fiscal year 2025.

 

The Company has not historically issued any dividends and does not expect to do so in the foreseeable future. Payment of cash dividends in the future will be determined by the Company’s Board of Directors and will depend upon, among other things, the Company’s future earnings, operations, capital requirements and surplus, general financial condition, contractual restrictions that may exist, and such other factors as the Board of Directors may deem relevant.

 

The Company is also currently restricted from paying dividends or making other distributions to its shareholders, including repurchasing shares of its common stock, without the consent of its lender under the Company’s revolving credit agreement. Please see “Liquidity and Capital Resources” under Item 2 of Part I for more information regarding this limitation.

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosure

 

Not applicable.

 

 

Item 5. Other Information

 

During the three months ended October 31, 2024, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

 

38

 

 

Item 6. Exhibits

 

Exhibit
Number
  Description of Exhibit
     

3.1

 

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

     

3.2

 

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

     

3.3

 

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

     

10.1

 

Amendment No. 8 to Third Amended and Restated Loan and Security Agreement and Joinder dated September 16, 2024 (Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2024).

     
10.2   Offer Letter, dated as of September 19, 2024, between America’s Car-Mart, Inc., an Arkansas corporation, and Jamie Fischer (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2024).
     
10.3   Purchase Agreement, dated October 9, 2024, by and between Colonial Auto Finance, Inc. and ACM Funding, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2024).
     
10.4   Sale and Servicing Agreement, dated October 9, 2024, by and among ACM Auto Trust 2024-02, ACM Funding, LLC, America’s Car-Mart, Inc., Deutsche Bank National Trust Company, as Indenture Trustee, Calculation Agent and Paying Agent, and Systems & Services Technologies, Inc. as Backup Servicer (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2024).
     

31.1

 

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

     

31.2

 

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

     

32.1

 

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

     

101.INS

 

Inline XBRL Instance Document

     

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

     

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

     

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

     

101.LAB

 

Inline XBRL Taxonomy Extension Labels Linkbase Document

     

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

     

104

 

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

 

 

39

 

 

SIGNATURES

 

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

 

 

 

Americas Car-Mart, Inc.

   
   
 

By: /s/ Douglas Campbell

 

Douglas Campbell

 

President and Chief Executive Officer

 

(Principal Executive Officer)

   
   
 

By: /s/ Vickie D. Judy

 

Vickie D. Judy

 

Chief Financial Officer

 

(Principal Financial Officer)

   

Dated: December 9, 2024

 

 

 

 

 

40

Exhibit 31.1

 

Certification

 

I, Douglas Campbell, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of America’s Car-Mart, Inc. for the period ended October 31, 2024;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

December 9, 2024

/s/ Douglas Campbell

 

Douglas Campbell

 

President and Chief Executive Officer

 

 

Exhibit 31.2

 

Certification

 

I, Vickie D. Judy, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of America’s Car-Mart, Inc. for the period ended October 31, 2024;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

December 9, 2024

/s/ Vickie D. Judy

 

Vickie D. Judy

 

Chief Financial Officer

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of America’s Car-Mart, Inc. (the “Company”) on Form 10-Q for the period ended October 31, 2024 filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Douglas Campbell, President and Chief Executive Officer of the Company, and Vickie D. Judy, Chief Financial Officer of the Company, certify in our capacities as officers of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

By: /s/ Douglas Campbell
  Douglas Campbell
  President and Chief Executive Officer
  December 9, 2024

 

By: /s/ Vickie D. Judy
  Vickie D. Judy
  Chief Financial Officer
  December 9, 2024

 

 
v3.24.3
Document And Entity Information - shares
6 Months Ended
Oct. 31, 2024
Dec. 04, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Oct. 31, 2024  
Document Transition Report false  
Entity File Number 0-14939  
Entity Registrant Name AMERICA’S CAR-MART, INC.  
Entity Incorporation, State or Country Code TX  
Entity Tax Identification Number 63-0851141  
Entity Address, Address Line One 1805 North 2nd Street, 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  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Trading Symbol CRMT  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   8,252,612
Entity Central Index Key 0000799850  
Current Fiscal Year End Date --04-30  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Assets:    
Cash and cash equivalents $ 8,006 $ 5,522
Restricted cash 121,678 88,925
Accrued interest on finance receivables 7,573 6,907
Finance receivables, net 1,132,618 1,098,591
Inventory 122,102 107,470
Income tax receivable, net 0 2,958
Prepaid expenses and other assets 35,259 31,276
Right-of-use asset 65,889 61,185
Goodwill 22,859 14,449
Property and equipment, net 59,192 60,361
Total Assets 1,575,176 1,477,644
Liabilities:    
Accounts payable 34,174 21,379
Accrued liabilities 33,625 27,828
Income tax payable, net 1,563 0
Deferred income tax liabilities, net 12,313 17,808
Lease liability 69,056 64,250
Notes payable, net 656,414 553,629
Revolving line of credit, net 107,365 200,819
Total liabilities 1,021,111 1,006,494
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 0 0
Common stock, par value $.01 per share, 50,000,000 shares authorized; 15,595,273 and 13,727,013 issued at October 31, 2024 and April 30, 2024, respectively, of which 8,253,186 and 6,394,675 were outstanding at October 31, 2024 and April 30, 2024, respectively 156 137
Additional paid-in capital 193,123 113,930
Retained earnings 658,484 654,369
Less: Treasury stock, at cost, 7,342,087 and 7,332,338 shares at October 31, 2024 and April 30, 2024, respectively (298,198) (297,786)
Total stockholders' equity 553,565 470,650
Non-controlling interest 100 100
Total equity 553,665 470,750
Total Liabilities, Mezzanine Equity and Equity 1,575,176 1,477,644
Payment Protection Plan [Member]    
Liabilities:    
Deferred revenue 50,956 51,836
Service Contract [Member]    
Liabilities:    
Deferred revenue $ 55,645 $ 68,945
v3.24.3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Oct. 31, 2024
Apr. 30, 2024
Preferred Stock, Par or Stated Value Per Share (in dollars per share) $ 0.01 $ 0.01
Preferred Stock, Shares Authorized (in shares) 1,000,000 1,000,000
Preferred Stock, Shares Issued (in shares) 0 0
Preferred Stock, Shares Outstanding (in shares) 0 0
Common Stock, Par or Stated Value Per Share (in dollars per share) $ 0.01 $ 0.01
Common Stock, Shares Authorized (in shares) 50,000,000 50,000,000
Common Stock, Shares, Issued (in shares) 15,595,273 13,727,013
Common Stock, Shares, Outstanding (in shares) 8,253,186 6,394,675
Treasury Stock, Common, Shares (in shares) 7,342,087 7,332,338
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Revenues:        
Sales $ 285,774 $ 300,400 $ 573,022 $ 610,737
Interest and other income 61,495 59,382 122,010 115,838
Total revenues 347,269 359,782 695,032 726,575
Costs and expenses:        
Cost of sales 173,215 196,763 359,785 399,410
Selling, general and administrative 47,407 44,863 94,118 91,333
Provision for credit losses 99,522 135,395 194,945 231,718
Interest expense 18,042 16,582 36,354 30,856
Depreciation and amortization 1,926 1,696 3,810 3,389
Loss on disposal of property and equipment (41) (74) (87) (240)
Total costs and expenses 340,153 395,373 689,099 756,946
Income (loss) before taxes 7,116 (35,591) 5,933 (30,371)
Provision (benefit) for income taxes 2,017 (8,128) 1,798 (7,094)
Net income (loss) 5,099 (27,463) 4,135 (23,277)
Less: Dividends on mandatorily redeemable preferred stock (10) (10) (20) (20)
Net income (loss) attributable to common stockholders $ 5,089 $ (27,473) $ 4,115 $ (23,297)
Earnings (loss) per share:        
Basic (in dollars per share) $ 0.62 $ (4.3) $ 0.57 $ (3.65)
Diluted (in dollars per share) $ 0.61 $ (4.3) $ 0.55 $ (3.65)
Weighted average number of shares used in calculation:        
Basic (in shares) 8,147,971 6,386,208 7,272,364 6,383,956
Diluted (in shares) 8,292,459 6,386,208 7,423,936 6,383,956
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Operating Activities:    
Net income (loss) $ 4,135,000 $ (23,277,000)
Adjustments to reconcile net income to net cash used in operating activities:    
Provision for credit losses 194,945,000 231,718,000
Losses on claims for accident protection plan 16,797,000 15,173,000
Depreciation and amortization 3,810,000 3,389,000
Amortization of debt issuance costs 2,657,000 2,780,000
Loss on disposal of property and equipment 4,000 146,000
Impairment of goodwill 83,000 94,000
Stock based compensation 5,243,000 1,739,000
Deferred income taxes (5,495,000) (14,249,000)
Excess tax benefit from share based compensation 0 213,000
Change in operating assets and liabilities:    
Finance receivable originations (527,487,000) (580,082,000)
Loan origination costs 8,000 (10,000)
Finance receivable collections 224,640,000 218,208,000
Accrued interest on finance receivables (666,000) (1,248,000)
Inventory 48,141,000 65,123,000
Prepaid expenses and other assets (4,409,000) (2,522,000)
Accounts payable and accrued liabilities 10,047,000 (4,317,000)
Income taxes, net 4,521,000 5,644,000
Net cash used in operating activities (37,206,000) (76,130,000)
Investing Activities:    
Acquisition (7,527,000) 0
Purchase of property and equipment (2,338,000) (2,149,000)
Proceeds from sale of property and equipment 24,000 561,000
Net cash used in investing activities (9,841,000) (1,588,000)
Financing Activities:    
Exercise of stock options 0 (455,000)
Issuance of common stock 73,969,000 143,000
Purchase of common stock (412,000) (68,000)
Dividend payments (20,000) (20,000)
Change in cash overdrafts 2,074,000 1,416,000
Debt issuance costs (4,467,000) (4,091,000)
Issuances of notes payable 449,889,000 360,340,000
Payments on notes payable (345,622,000) (250,935,000)
Proceeds from revolving line of credit 296,424,000 276,266,000
Payments on revolving line of credit (389,551,000) (278,419,000)
Net cash provided by financing activities 82,284,000 104,177,000
Increase in cash, cash equivalents, and restricted cash 35,237,000 26,459,000
Cash, cash equivalents, and restricted cash beginning of period 94,447,000 68,034,000
Cash, cash equivalents, and restricted cash end of period 129,684,000 94,493,000
Accident Protection Plan [Member]    
Change in operating assets and liabilities:    
Deferred accident protection plan revenue (880,000) 1,306,000
Service Contract [Member]    
Change in operating assets and liabilities:    
Deferred accident protection plan revenue $ (13,300,000) $ 4,042,000
v3.24.3
Condensed Consolidated Statements of Equity (Unaudited) - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Treasury Stock, Common [Member]
Noncontrolling Interest [Member]
Total
Balance (in shares) at Apr. 30, 2023 13,701,468          
Balance at Apr. 30, 2023 $ 137 $ 109,929 $ 685,802 $ (297,421) $ 100 $ 498,547
Issuance of common stock (in shares) 2,921          
Issuance of common stock $ 0 78 0 0 0 78
Stock options exercised (in shares) 6,493          
Stock options exercised $ 0 (455) 0 0 0 (455)
Purchase of treasury shares 0 0 0 (68) 0 (68)
Stock based compensation 0 2,451 0 0 0 2,451
Dividends on subsidiary preferred stock 0 0 (10) 0 0 (10)
Net income (loss) $ 0 0 4,186 0 0 4,186
Balance (in shares) at Jul. 31, 2023 13,710,882          
Balance at Jul. 31, 2023 $ 137 112,003 689,978 (297,489) 100 504,729
Balance (in shares) at Apr. 30, 2023 13,701,468          
Balance at Apr. 30, 2023 $ 137 109,929 685,802 (297,421) 100 498,547
Net income (loss)           (23,277)
Balance (in shares) at Oct. 31, 2023 13,711,731          
Balance at Oct. 31, 2023 $ 137 111,356 662,505 (297,489) 100 476,609
Balance (in shares) at Jul. 31, 2023 13,710,882          
Balance at Jul. 31, 2023 $ 137 112,003 689,978 (297,489) 100 504,729
Issuance of common stock (in shares) 849          
Issuance of common stock $ 0 65 0 0 0 65
Dividends on subsidiary preferred stock 0 0 (10) 0 0 (10)
Net income (loss) 0 0 (27,463) 0 0 (27,463)
Stock based compensation $ 0 (712) 0 0 0 (712)
Balance (in shares) at Oct. 31, 2023 13,711,731          
Balance at Oct. 31, 2023 $ 137 111,356 662,505 (297,489) 100 476,609
Balance (in shares) at Mar. 31, 2024 13,727,013          
Balance at Mar. 31, 2024 $ 137 113,930 654,369 (297,786) 100 470,750
Issuance of common stock (in shares) 2,491          
Issuance of common stock $ 0 76 0 0 0 76
Stock options exercised (in shares) 0          
Stock options exercised $ 0 0 0 0 0 0
Purchase of treasury shares 0 0 0 (24) 0 (24)
Stock based compensation 0 1,325 0 0 0 1,325
Dividends on subsidiary preferred stock 0 0 (10) 0 0 (10)
Net income (loss) $ 0 0 (964) 0 0 (964)
Balance (in shares) at Jul. 31, 2024 13,729,504          
Balance at Jul. 31, 2024 $ 137 115,331 653,395 (297,810) 100 471,153
Balance at Apr. 30, 2024           470,750
Net income (loss)           4,135
Balance (in shares) at Oct. 31, 2024 15,595,273          
Balance at Oct. 31, 2024 $ 156 193,123 658,484 (298,198) 100 553,665
Balance (in shares) at Jul. 31, 2024 13,729,504          
Balance at Jul. 31, 2024 $ 137 115,331 653,395 (297,810) 100 471,153
Issuance of common stock (in shares) 1,865,769          
Issuance of common stock $ 19 73,874 0 0 0 73,893
Stock options exercised (in shares) 0          
Stock options exercised $ 0 0 0 0 0 0
Purchase of treasury shares 0 0 0 (388) 0 (388)
Stock based compensation 0 1,418 0 0 0 1,418
Dividends on subsidiary preferred stock 0 0 (10) 0 0 (10)
Net income (loss) $ 0 0 5,099 0 0 5,099
Stock issued related to acquisitions (in shares) 0          
Stock issued related to acquisitions $ 0 2,500 0 0 0 2,500
Balance (in shares) at Oct. 31, 2024 15,595,273          
Balance at Oct. 31, 2024 $ 156 $ 193,123 $ 658,484 $ (298,198) $ 100 $ 553,665
v3.24.3
Note A - Organization and Business
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

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, 2024, the Company operated 154 dealerships located primarily in small cities throughout the South-Central United States.

v3.24.3
Note B - Summary of Significant Accounting Policies
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

B Summary of Significant Accounting Policies

 

General

 

The accompanying condensed consolidated balance sheet as of April 30, 2024, which has been derived from audited financial statements, and the unaudited interim condensed financial statements as of October 31, 2024 and 2023, 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 six months ended October 31, 2024 are not necessarily indicative of the results that may be expected for the year ending April 30, 2025. 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, 2024.

 

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.

 

Going Concern and Liquidity

 

In accordance with ASC 205-40, Presentation of Financial Statements - Going Concern, management has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s revolving line of credit is currently scheduled to become due in September 2025. The line of credit allows the Company to borrow up to an aggregate of $320 million (see Note F). As of October 31, 2024, the Company had $107.4 million in outstanding borrowings under its revolving line of credit. The loan and security agreement, as amended, requires the Company to maintain compliance with certain financial covenants computed on a monthly basis. The Company is currently in compliance with such financial covenants. Given this maturity of the line of credit combined with the Company’s decline in operations, such as negative cash flows from operations and a negative working capital position, the Company will require additional liquidity to continue its operations over the next 12 months if the line of credit is not extended. The Company plans to continue raising capital through the non-recourse securitization market, which represents the majority of its funding. During the past two fiscal years the Company has issued five series of asset-backed non-recourse securities, and the Company currently expects to issue additional series of asset-backed non-recourse securities during the fiscal year.

 

Though substantial doubt about the Company’s ability to continue as a going concern has been raised due to the upcoming maturity of the revolving credit facility, the Company maintains strong banking relationships. In the first quarter of fiscal year 2025, the Company entered into its first warehouse agreement and executed the 7th amendment on the Third Amended and Restated Loan and Security Agreement. The 8th Amendment to the Third Amended and Restated Loan and Security Agreement was executed in the second quarter of this fiscal year. The Company has initiated discussions with the lending group to begin the process for the extension of the revolver. The commencement of these discussions, along with the recently executed agreements and amendments, demonstrate the Company’s strong banking relationship and indicate that refinancing before maturity is probable of being implemented.

 

Management believes the ability to issue the asset backed non-recourse securities is sufficient to allow the Company to meet its obligations as they become due for a period of at least 12 months from the issuance of these financial statements. Additionally, management believes that the implementation of the refinancing of the revolving line of credit will strengthen the Company’s financial position. Management believes that the plans are probable and have alleviated the substantial doubt regarding the Company’s ability to continue as a going concern.

 

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.

 

Reclassifications

 

Accident protection plan (“APP”) reserves in the amount of approximately $11.7 million for the three months ended July 31, 2023 and wholesales sales of $3.0 million for the six months ended October 31, 2023 in the prior year financial statements were reclassified to conform with the current year presentation. APP reserves of $5.8 million were reclassed out of accrued liabilities to reserve against finance receivables and $5.9 million of estimated APP insurance receivables were reclassed out of finance receivables to prepaid expenses and other assets for the three months ended July 31, 2023. $1.2 million and $1.8 million of wholesales sales were reclassed out of wholesales – third party sales to cost of goods sold for the three months ended July 31, 2023 and October 31, 2023, respectively. The reclassification had no effect on the prior year net income or shareholder’s equity.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) 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 the Company’s allowance for credit losses.

 

Change in Accounting Estimate

 

During the second quarter of 2024, the Company refined its accounting estimate with respect to its service contracts. The Company previously recognized deferred service contract revenue over the term associated with the service contract. The service contract is completed once a customer has (a) incurred the designated mileage or (b) the contract has surpassed the designated years. Management performed an analysis to determine when its performance obligations were being met and determined that its customers are reaching the mileage limit prior to reaching the maximum time duration of the service contracts. As such, management has determined that service contract revenue should be recognized over a 9 month term for each 12,000 miles, which would effectively result in a 25% acceleration of the timing of revenue recognition prospectively. The impact to revenue recognized for service contracts in the second quarter of 2024 is $13.2 million, $7.1 million net of tax, or $0.85 increase to diluted earnings per share ($0.87 increase to basic earnings per share).

 

 

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, 2024, 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.

 

Restrictions on Distributions / Dividends

 

The Company’s revolving credit facilities generally restrict distributions by the Company to its shareholders. On September 16, 2024, the Company entered into an amendment to its revolving credit facilities that, among other things, restricts the Company from future repurchases of the Company’s stock. See Note F for additional information on this amendment to the revolving credit facilities.  As of October 31, 2024, the Company may not repurchase shares of the Company’s stock (other than receiving shares surrendered to pay the exercise price or tax withholding in connection with equity-based awards issued under the Company’s equity incentive plans), 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 trusts.

 

Restricted cash from collections on auto finance receivables for non-recourse notes includes collections of principal, interest, and late 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, 2024 and April 30, 2024:

 

 

(In thousands)

 

October 31, 2024

   

April 30, 2024

 
                 

Restricted cash from collections on auto finance receivables for non-recourse notes payable

  $ 63,993     $ 43,956  

Restricted cash on deposit in reserve accounts for non-recourse notes payable

    57,685       44,969  
                 

Restricted Cash

  $ 121,678     $ 88,925  

 

Financing, Securitization, and Warehouse Transactions

 

The Company utilizes term securitizations 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 trust. The trust issues asset-backed securities, secured by the transferred receivables, and the proceeds from the sale of the asset-backed securities are used to purchase the receivables.

 

The Company recognizes transfers of auto finance receivables into the term securitization as secured borrowings, 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 until the issued notes are repaid in full. 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 cash from collections on auto finance receivables.

 

The Company’s principal operating subsidiary and a newly formed affiliate also entered into a loan and security agreement in the first quarter of fiscal 2025 under which the Company’s affiliate borrowed $150 million through an amortizing warehouse loan facility collateralized by certain additional auto finance receivables originated by the Company’s operating subsidiaries. Under the loan and security agreement, the warehouse lender had recourse against the Company for up to 10% of the aggregate amount borrowed under the facility. The Company paid off the warehouse facility in October 2024. No debt was outstanding under the warehouse loan facility as of October 31, 2024. See Notes C and F for additional information on auto finance receivables, non-recourse notes payable and warehouse loan facility.

 

The Company carries the debt from the term securitization trusts on its balance sheet in recognition of the Company’s residual economic interest in the receivable pools for each transaction. The Company or one of its subsidiaries serves as the servicer for each securitization, managing collection activities in the same manner as it does with its overall portfolio of receivables. The overcollateralization in each financing serves to absorb credit losses (subject to limitations) and the Company receives remaining assets of the trust upon repayment in full of the related indebtedness.

 

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 a weighted average interest rate of approximately 17.5% using the simple effective interest method including any deferred fees. During the third quarter of the 2024 fiscal year, the Company increased the interest rate on new originations of installment sale contracts to 18.25% (from 18.0%) in all states except Arkansas (which originate at 16.75%), Illinois (which originate at 19.5% - 21.5%) and acquired dealerships in Tennessee (which originate at up to 23.0%). Contract origination costs are not significant. The installment sale contracts are structured to have variable payments 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 to be collected represent the balance of interest receivable to be earned over the remaining term of the related installment contract, and as such, have been reflected as a reduction to the gross contract amount in arriving at the principal balance in finance receivables. Total earned finance charges were $7.6 million and $6.9 million at October 31, 2024 and April 30, 2024, respectively, on the Consolidated Balance Sheets.

 

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 78% 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, 2024, 3.5% of the Company’s finance receivable balances were 30 days or more past due, compared to 3.1% at April 30, 2024.

 

 

Substantially all of the Company’s installment sale 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 an installment sale contract, 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 installment sale 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 69 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.

 

The quantitative portion of the Company’s allowance for credit losses is measured using an undiscounted cash flow (“CF”) model whereby the undiscounted cash flows are adjusted by a prepayment rate and then the loss rate is applied and compared to the amortized cost basis of finance receivables to reflect management’s estimate of expected credit losses. The CF model is based on installment sale contract level characteristics of the Company’s finance receivables, such as the contractual payment structure, maturity date, payment frequency for recurring payments, and interest rates, as well as the following assumptions:

 

 

a historical loss period, which represents a full economic credit cycle utilizing loss experience, to calculate the historical loss rate; and

 

static annualized historical rate based on average time of charge-off; and

 

expected prepayment rates based on our historical experience, which also incorporates non-standard contractual payments such as down payments made during the first ninety-days or annual seasonal payments.

 

The Company’s allowance for credit losses also considers qualitative factors not captured within the CF modeled results such as changes in underwriting and collection practices, economic trends, changes in volume and terms of installment sales contracts, credit quality trends, installment sale contract review results, collateral trends, and concentrations of credit. The Company’s qualitative factors incorporate a macroeconomic variable forecast of inflation over a reasonable and supportable forecast period of one year that affects its customers’ non-discretionary income and ability to repay. The reasonable and supportable forecast period of one year is based on management’s current review of the reliability of extended forecasts and is applied as an adjustment to the historical loss rate.

 

The Company maintains an allowance for credit losses on an aggregate basis at an amount it considers sufficient to cover net credit losses expected over the remaining life of the installment sales contracts in the portfolio at the measurement date. At October 31, 2024, the weighted average total contract term was 48.2 months, with 35.9 months remaining. The allowance for credit losses at October 31, 2024, $336.7 million, was 24.72% of the principal balance in finance receivables of $1.5 billion, less deferred APP revenue of $51.0 million and deferred service contract revenue of $55.6 million, less pending APP claims of $5.3 million. The allowance for credit losses is periodically reviewed by management with any changes reflected in current operations.

 

 

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’s vehicle is totaled, 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. At October 31, 2024, anticipated losses did not exceed deferred accident protection plan revenues.

 

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. During the six months ended October 31, 2024, the Company evaluated goodwill and recorded an immaterial impairment of $83,000 due to the closure of an acquired dealership location in the first quarter of fiscal year 2024. The Company also recorded an $8.5 million increase to goodwill due to the acquisition of Texas Auto Center in the first quarter of fiscal year 2025.

 

Goodwill totaled $22.9 million at October 31, 2024 and $14.4 million at April 30, 2024.

 

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

3 to 7 years

Leasehold improvements

5 to 15 years

Buildings and improvements

18 to 39 years

 

Long-Lived Assets

 

Long-lived assets, such as property and equipment, capitalized internal-use software and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, such assets are considered to be impaired, and the impairment is recognized to the extent that the carrying value exceeds its fair value. There were no impairment charges recognized during any of the periods presented.

 

Cloud Computing Implementation Costs

 

The Company enters into cloud computing service contracts to support its sales, inventory management, and administrative activities. The Company capitalizes certain implementation costs for cloud computing arrangements that meet the definition of a service contract. The Company includes these capitalized implementation costs within prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Once placed in service, the Company amortizes these costs over the remaining subscription term to the same caption on the Condensed Consolidated Statement of Operations as the related cloud subscription. Capitalized implementation costs for cloud computing arrangements accounted for as service contracts were $19.7 million and $16.7 million as of October 31, 2024 and April 30, 2024, respectively. Accumulated amortization of capitalized implementation costs for these arrangements was $1.1 million for the three months ended October 31, 2024 and $48,000 for the same period in the prior year.

 

 

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, net of any deposits in transit 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 30.3% and 23.4% for the six months ended October 31, 2024 and October 31, 2023, respectively. Total income tax expense for the six months ended October 31, 2024 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 did not record a discrete income tax benefit for the six months ended October 31, 2024 related to excess tax benefits on share-based compensation. The Company recorded a discrete income tax benefit of approximately $213,000 for the six months ended October 31, 2023.

 

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 2021.

 

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, 2024 or April 30, 2024.

 

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. As discussed in Change in Accounting Estimate, beginning in the quarter ended October 31, 2024, revenues from the sale of service contracts are recognized ratably over a nine month term for each 12,000 miles. 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, 2024 and 2023 consisted of the following:

 

   

Three Months Ended
October 31,

   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Sales – used autos

  $ 237,787     $ 261,335     $ 489,092     $ 534,803  

Wholesales – third party

    9,674       11,787       19,370       22,992  

Service contract sales

    29,548       17,649       46,620       33,996  

Accident protection plan revenue

    8,765       9,629       17,940       18,946  
                                 

Total

  $ 285,774     $ 300,400     $ 573,022     $ 610,737  

 

At October 31, 2024 and 2023, finance receivables more than 90 days past due were approximately $6.3 million and $7.4 million, respectively. Late fee revenues totaled approximately $1.3 million and $2.5 million for the three and six months ended October 31, 2024, respectively. Late fee revenues totaled approximately $1.2 million and $2.4 million for the three and six months ended October 31, 2023, 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, 2024 that was included in the April 30, 2024 deferred service contract revenue was $22.6 million.

 

Earnings (Loss) per Share

 

Basic earnings (loss) per share are computed by dividing net income (loss) attributable to common stockholders by the average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed by dividing net income (loss) 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 did not record a discrete income tax benefit for the six months ended October 31, 2024. The Company recorded a discrete income tax benefit of approximately $213,000 for the six months ended October 31, 2023. 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.

 

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.

 

In March 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments – Credit Losses. This 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 adopted this standard on May 1, 2023 under a prospective basis. In regard to installment sale contract modifications, management notes that the Company primarily modifies a customer’s installment sale contract to allow for insignificant payment delays. This type of modification is generally done to account for payday changes for the customer and minor vehicle repairs.

 

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which sets forth improvements to the current segment disclosure requirements in accordance with Topic 280 “Segment Reporting,” including clarifying that entities with a single reportable segment are subject to both new and existing segment reporting requirements. ASU 2023-07 will be effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. Adoption of this ASU will result in additional disclosure, but will not impact the Company’s consolidated financial position, results of operations or cash flows.

 

In December 2023, the FASB issued an accounting pronouncement (ASU 2023-09) related to income tax disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. We plan to adopt this pronouncement for our fiscal year beginning May 1, 2025, and we do not expect it to have a material effect on our consolidated financial statements.

 

v3.24.3
Note C - Finance Receivables, Net
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Financing Receivables [Text Block]

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 18.25% for all states except Arkansas (which originate at 16.75%), Illinois (which originate at 19.5% - 21.5%) and acquired dealerships in Tennessee (which originate at up to 23.0%), are collateralized by the vehicle sold and typically provide for payments over periods ranging from 18 to 79 months. The Company’s finance receivables are defined as one segment and one class of contracts, 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, 2024

   

April 30, 2024

 
                 

Gross contract amount

  $ 1,889,413     $ 1,844,392  

Less unearned finance charges

    (415,619 )     (409,004 )

Principal balance

    1,473,794       1,435,388  

Less: estimated insurance receivables for APP claims

    (2,485 )     (3,026 )

Less: allowance for APP claims

    (2,651 )     (3,171 )

Less allowance for credit losses

    (336,693 )     (331,260 )

Finance receivables, net

    1,131,965       1,097,931  

Loan origination costs

    653       660  

Finance receivables, net, including loan origination costs

  $ 1,132,618     $ 1,098,591  

 

Changes in the finance receivables, net are as follows:

 

   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

 
                 

Balance at beginning of period

  $ 1,097,931     $ 1,062,760  

Finance receivable originations

    527,487       580,082  

Finance receivable collections

    (224,640 )     (218,208 )

Provision for credit losses

    (194,945 )     (231,718 )

Losses on claims for accident protection plan

    (16,797 )     (15,173 )

Inventory acquired in repossession and accident protection plan claims

    (57,071 )     (73,217 )
                 

Balance at end of period

  $ 1,131,965     $ 1,104,526  

 

 

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

 

   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

 
                 

Balance at beginning of period

  $ 331,260     $ 299,608  

Provision for credit losses

    194,945       231,718  

Charge-offs

    (250,057 )     (255,685 )

Recovered collateral

    60,545       68,689  
                 

Balance at end of period

  $ 336,693     $ 344,330  

 

Amounts recovered from previously written-off accounts were approximately $1.8 million and $1.4 million for the six months ended October 31, 2024 and 2023, respectively. These amounts are netted against recovered collateral in the table above.

 

The Company reduced the allowance for credit loss in the second quarter of fiscal year 2025 to 24.72% from 25.00% at July 31, 2024, resulting in a decrease of $3.8 million to the provision. The primary driver of this change was favorable performance in loans originated under the loan origination system and the improvements the new system is driving in the Company’s historical loss rates.

 

The following table presents the finance receivables that are current and past due as follows:

 

(Dollars in thousands)

 

October 31, 2024

   

April 30, 2024

   

October 31, 2023

 
   

Principal

   

Percent of

   

Principal

   

Percent of

   

Principal

   

Percent of

 
   

Balance

   

Portfolio

   

Balance

   

Portfolio

   

Balance

   

Portfolio

 

Current

  $ 1,188,852       80.66 %   $ 1,125,945       78.44 %   $ 1,121,215       76.62 %

3 - 29 days past due

    233,486       15.84 %     264,491       18.43 %     290,123       19.83 %

30 - 60 days past due

    35,039       2.38 %     34,042       2.37 %     37,602       2.57 %

61 - 90 days past due

    10,083       0.68 %     6,438       0.45 %     7,068       0.48 %

> 90 days past due

    6,334       0.44 %     4,472       0.31 %     7,390       0.50 %

Total

  $ 1,473,794       100.00 %   $ 1,435,388       100.00 %   $ 1,463,398       100.00 %

 

Accounts one and two days past due are considered current for this analysis, due to the varying payment dates and variation in the day of the week at each period end. Delinquencies may vary from period to period based on the average age of the portfolio, seasonality within the calendar year, the day of the week and overall economic factors. The above categories are consistent with internal operational measures used by the Company to monitor credit results.

 

Substantially all of the Company’s installment sale 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, payment to income, down payment percentages, and collections for credit quality indicators.

 

 

   

Six Months Ended
October 31,

 
   

2024

   

2023

 
                 

Average total collected per active customer per month

  $ 561     $ 534  

Principal collected as a percent of average finance receivables

    15.4 %     15.2 %

Average down-payment percentage

    5.2 %     4.9 %

Average originating contract term (in months)

    44.3       44.4  

 

   

As of

 
   

October 31, 2024

   

October 31, 2023

 

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

    48.2       47.3  

 

Total dollars collected per active customer for the six months ended October 31, 2024 increased 5.0% year over year and principal collections as a percentage of average finance receivables increased slightly by 20 basis points compared to the prior year. The average originating contract term was close to flat compared to prior year. The portfolio weighted average contract term increased primarily due to the increased average selling price for the six months ended October 31, 2024, up $736 or 3.9%, 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 installment sales contracts 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 following table presents a summary of finance receivables by credit quality indicator, as of October 31, 2024, segregated by customer score and year of origination.

 

     

As of October 31, 2024

 
                                                                   

(Dollars in thousands)

   

Fiscal Year of Origination

   

Prior to

                 

Customer Rating

   

2025

   

2024

   

2023

   

2022

   

2021

   

2021

   

Total

   

%

 
1-2     $ 30,975     $ 27,649     $ 8,152     $ 1,805     $ 133     $ 54     $ 68,768       4.7 %
3-4     $ 171,128     $ 206,403     $ 75,913     $ 19,301     $ 1,836     $ 313     $ 474,894       32.2 %
5-6     $ 269,257     $ 369,298     $ 206,893     $ 73,766    

$

9,949     $ 969     $ 930,132       63.1 %

Total

    $ 471,360     $ 603,350     $ 290,958     $ 94,872     $ 11,918     $ 1,336     $ 1,473,794       100.0 %
                                                                   

Charge-offs

    $ 24,742     $ 137,604     $ 66,999     $ 18,381     $ 1,993     $ 338     $ 250,057          

 

The following table presents a summary of finance receivables by credit quality indicator, as of October 31, 2023, segregated by customer score.

 

     

As of October 31, 2023

 
                                                                   

(Dollars in thousands)

   

Fiscal Year of Origination

   

Prior to

                 

Customer Rating

   

2024

   

2023

   

2022

   

2021

   

2020

   

2020

   

Total

   

%

 
1-2     $ 26,044     $ 23,346     $ 7,271     $ 1,127     $ 150     $ 13     $ 57,951       4.0 %
3-4     $ 189,850     $ 190,995     $ 64,672     $ 11,479     $ 643     $ 246     $ 457,885       31.3 %
5-6     $ 317,130     $ 411,515     $ 178,564     $ 37,177     $ 2,485     $ 691     $ 947,562       64.7 %

Total

    $ 533,024     $ 625,856     $ 250,507     $ 49,783     $ 3,278     $ 950     $ 1,463,398       100.0 %
                                                                   

Charge-offs

    $ 36,228     $ 153,765     $ 54,307     $ 10,301     $ 791     $ 293     $ 255,685          

 

v3.24.3
Note D - Property and Equipment, Net
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

D Property and Equipment, Net

 

A summary of property and equipment is as follows:

 

 

(In thousands)

​​​​​

 

 

October 31, 2024

   

April 30, 2024

 
                 

Land

  $ 11,998     $ 11,998  

Buildings and improvements

    23,473       23,435  

Furniture, fixtures and equipment

    22,107       21,752  

Leasehold improvements

    51,011       50,689  

Construction in progress

    4,241       2,393  

Less accumulated depreciation and amortization

    (53,638 )     (49,906 )
                 

Total

  $ 59,192     $ 60,361  

 

v3.24.3
Note E - Accrued Liabilities
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Other Liabilities Disclosure [Text Block]

E Accrued Liabilities

 

A summary of accrued liabilities is as follows:

 

(In thousands)

 

October 31, 2024

   

April 30, 2024

 

Cash Overdraft

  $ 2,897     $ 823  

Employee compensation

    9,436       10,774  

Deferred sales tax (see Note B)

    3,640       6,234  

Fair value of contingent consideration

    6,536       3,193  

Accrued interest payable

    2,724       2,221  

Other

    8,392       4,583  

Total

  $ 33,625     $ 27,828  

 

v3.24.3
Note F - Debt Facilities
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

F Debt Facilities

 

A summary of debt facilities is as follows:

 

(In thousands)

 

October 31, 2024

   

April 30, 2024

 

Revolving line of credit

  $ 108,616     $ 201,743  

Debt issuance costs

    (1,251 )     (924 )
                 

Revolving line of credit, net

  $ 107,365     $ 200,819  
                 

Non-recourse notes payable - 2023-1 Issuance

  $ 91,665     $ 150,190  

Non-recourse notes payable - 2023-2 Issuance

    141,450       203,189  

Non-recourse notes payable - 2024-1 Issuance

    127,447       202,916  
Non-recourse notes payable - 2024-2 Issuance     300,000       -  

Debt issuance costs - non-recourse notes payable

    (4,148 )     (2,666 )

Non-recourse notes payable, net

    656,414       553,629  
                 
Total debt   $ 763,779     $ 754,448  

 

Revolving Line of Credit

 

On September 16, 2024, the Company entered into Amendment No. 8 to its revolving credit facility agreement (the “Amendment”), which, among other things, reduced the total permitted borrowings from $340 million to $320 million and requires the Company to maintain a minimum amount available to be drawn under the credit facilities of $20 million. If the outstanding principal balance under the line of credit equals or exceeds $300 million, the Company will be required to maintain a minimum availability of $50 million. The Amendment also made certain modifications to the fixed charge coverage ratio covenant and restricts the Company from making future repurchases of its common stock, along with the agreement’s existing restrictions on other distributions to the Company’s shareholders. In addition, the Amendment adds Colonial Underwriting, Inc., an Arkansas corporation, as a new guarantor.

 

At October 31, 2024, the Company and its subsidiaries have $320.0 million of permitted borrowings under the revolving line of credit. The revolving credit facilities are collateralized by finance receivables and inventory, are cross collateralized and contain a guarantee by the Company. Interest is payable monthly under the revolving credit facilities with a scheduled maturity date of September 30, 2025. The current applicable interest rate under the credit facilities is SOFR plus 3.50% or for non-SOFR amounts the base rate of 8.00% plus 1% at October 31, 2024 and April 30, 2024. 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, 2024. 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, 2024, the Company had additional availability of approximately $97.0 million under the revolving credit facilities.

 

Under the existing terms of the loan and security agreement, as amended, for the revolving credit facility, the facility is scheduled to mature in September 2025. However, discussions are in process for the extension of the revolver, and the Company expects that it will reach agreement on an extension of the credit facility prior to its maturity.

 

Non-Recourse and Recourse Notes Payable

 

The Company has issued five separate series of asset-backed non-recourse notes (known as the “2022 Issuance”, “2023-1 Issuance”, “2023-2 Issuance”, “2024-1 Issuance” and “2024-2 Issuance”). All five issuances are collateralized by installment sale contracts 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. In December 2023, the Company fully paid off the 2022 Issuance. The debt related to the remaining term securitization transactions accrues interest at fixed rates and has scheduled maturities through January 22, 2030, June 20, 2030, January 21, 2031, and August 20, 2031, respectively, but may be repaid earlier, depending upon collections from the underlying auto finance receivables. The original principal balance and weighted average fixed coupon rate for the four securitizations are as follows:

 

     

Original Principal Balance
(in thousands)

   

Weighted Average
Fixed Coupon Rate

 
                   
2023-1     $ 400,200       8.68 %
2023-2       360,300       8.80 %
2024-1       250,000       9.50 %
2024-2       300,000       9.51 %

 

On July 12, 2024, the Company’s principal operating subsidiary, America’s Car Mart, Inc., and a newly formed affiliate entered into a loan and security agreement under which the Company’s affiliate borrowed $150 million in funding through an amortizing warehouse loan facility collateralized by installment sale contracts directly originated by the Company’s operating subsidiaries. The Company used the funding from the warehouse loan facility to pay down outstanding amounts borrowed under the Company’s revolving line of credit to fund its finance receivables.  The loan and security agreement provided for additional borrowing availability, subject to the terms and conditions of the agreement, and recourse against the Company with respect to up to 10% of the aggregate amount borrowed under the warehouse facility payable.  Interest on any outstanding balances accrues at a rate of SOFR plus 350 basis points, with a scheduled maturity date of July 12, 2026. In October 2024, the Company used the proceeds from its 2024-2 Issuance to pay down the outstanding balance under the warehouse loan facility. No debt was outstanding under the warehouse loan facility as of October 31, 2024.

 

v3.24.3
Note G - Fair Value Measurements
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

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.

 

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 and other assets are as follows:

 

Financial Instrument and Other Assets

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).

   

Repossessed inventory

The fair value approximates wholesale value (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 October 2022 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).

   

Contingent consideration payable for acquisition

The fair value is based upon inputs from the earn-out projection for the applicable acquisition (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).

   

Notes payable

The fair value is 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 and other assets included in the Company’s financial statements at October 31, 2024 and April 30, 2024 are as follows:

 

 

   

October 31, 2024

   

April 30, 2024

 
(In thousands)    Carrying
Value
    Fair
Value
    Carrying
Value
    Fair
Value
 

 

                               

Cash and cash equivalents

  $ 8,006     $ 8,006     $ 5,522     $ 5,522  

Restricted cash

    121,678       121,678       88,925       88,925  

Inventory - Repossessions

    18,061       18,061       18,182       18,182  

Finance receivables, net

    1,132,618       906,383       1,098,591       882,764  

Accounts payable

    34,174       34,174       21,379       21,379  

Contingent Consideration

    6,536       6,536       3,193       3,193  

Revolving line of credit, net

    107,365       107,365       200,819       200,819  

Non-recourse notes payable, net

    656,414       669,900       553,629       553,003  

 

v3.24.3
Note H - Weighted Average Shares Outstanding
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Weighted Average Shares Outstanding [Text Block]

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,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Weighted average shares outstanding-basic

    8,147,971       6,386,208       7,272,364       6,383,956  

Dilutive options and restricted stock

    144,488       -       151,572       -  
                                 

Weighted average shares outstanding-diluted

    8,292,459       6,386,208       7,423,936       6,383,956  
                                 

Antidilutive securities not included:

                               

Options

    662,667       207,500       598,717       447,500  

Restricted stock

    28,395       5,033       21,286       5,033  

 

v3.24.3
Note I - Stock-based Compensation
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

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, 2024 are the Amended and Restated Stock Option Plan, the Amended and Restated Stock Incentive Plan, and the 2024 Equity Incentive Plan. The 2024 Equity Incentive Plan was approved by the Company’s shareholders and became effective on August 27, 2024. This plan governs all new equity-based awards granted on or after its effective date. The 2024 Equity Incentive Plan includes a reserve of 500,000 shares authorized for issuance of awards under the plan. At October 31, 2024, a total of 449,085 shares remained available for future awards under the 2024 Equity Incentive Plan. The Company recorded total stock-based compensation expense for all plans of approximately $2.7 million ($1.9 million after tax effects) and $1.7 million ($1.3 million after tax effects) for the six months ended October 31, 2024 and 2023, 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 Awards

 

The Company has options outstanding under 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, August 26, 2020, and August 30, 2022, the shareholders of the Company approved amendments to the Restated Option Plan increasing the number of shares of common stock reserved for issuance under the plan by an additional 200,000, 200,000, and 185,000 shares, respectively. At October 31, 2024, a total of 408,734 shares of common stock are reserved for issuance of outstanding stock options under the Restated Option plan. Options outstanding under the Restated Option Plan expire in the calendar years 2025 through 2034. As of October 31, 2024, there were 285,433 unvested options under the Company’s Restated Option Plan. No further awards may be granted under the Restated Option Plan.

 

The 2024 Equity Incentive Plan, which replaced 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. As of October 31, 2024, no stock options had been issued under the 2024 Equity Incentive Plan.

 

   

Restated Option Plan

   

2024 Equity Incentive Plan

 
                 

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

    100%       100%  

Last expiration date for outstanding options

 

May 9, 2034

      N/A  

Shares available for grant at October 31, 2024

    -       449,085  

 

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.

 

   

Six Months Ended
October 31,

 
   

2024

   

2023

 

Expected terms (years)

    4.9       5.5  

Risk-free interest rate

    5.13 %     3.66 %

Volatility

    60 %     58 %

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 22,281 and 35,000 options granted during the six months ended October 31, 2024 and 2023 under the Restated Option Plan, respectively. The grant-date fair value of options granted during the six months ended October 31, 2024 and 2023 was $350,000 and $1.5 million, respectively. The options were granted at fair market value on the date of grant.

 

Stock option compensation expense was $558,000 ($389,000 after tax effects) and $947,000 ($727,000 after tax effects) for the six months ended October 31, 2024 and 2023, respectively. As of October 31, 2024, the Company had approximately $1.5 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 1.7 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)

 

2024

   

2023

 
                 

Options exercised

    -       30,000  

Cash received from option exercises

  $ -     $ -  

Intrinsic value of options exercised

  $ -     $ 1,036  

 

There were no options exercised through net settlements during the six months ended October 31, 2024. During the six months ended October 31, 2023, there were 30,000 options exercised through net settlements in accordance with plan provisions, wherein the shares issued were reduced by 23,507 shares to satisfy the exercise price and applicable withholding taxes to acquire 6,493 shares.

 

 

The aggregate intrinsic value of outstanding options at October 31, 2024 and 2023 was $270,000 and $4.1 million, respectively. As of October 31, 2024, there were 408,734 vested and exercisable stock options outstanding with an aggregate intrinsic value of $270,000, a weighted average remaining contractual life of 4.7 years, and a weighted average exercise price of $77.74.

 

 
Restricted Stock Awards

 

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 shares. The 2024 Equity Incentive Plan replaced the Restated Incentive Plan. As of August 27, 2024, no further awards may be granted under the Restated Incentive Plan. For shares issued under the Restated Incentive Plan and the 2024 Equity 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 67,279 restricted shares granted during the six months ended October 31, 2024 and 5,033 restricted shares granted during the six months ended October 31, 2023. An aggregate of 248,003 unvested restricted shares were outstanding under these incentive plans as of October 31, 2024, with a weighted average grant date fair value of $61.76.

 

As of October 31, 2024, the Company had approximately $5.6 million of total unrecognized compensation cost related to unvested awards granted under the Restated Incentive Plan and 2024 Equity Incentive Plan, which the Company expects to recognize over a weighted-average remaining period of 2.4 years. The Company recorded compensation cost of approximately $2.2 million ($1.5 million after tax effects) and $767,000 ($589,000 after tax effects) related to the 2024 Equity Incentive Plan and Restated Incentive Plan during the six months ended October 31, 2024 and 2023, respectively.

 

There were no modifications to any of the Company’s outstanding share-based payment awards during fiscal 2024 or during the first six months of fiscal 2025.

 

v3.24.3
Note J - Common Stock
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Equity [Text Block]

J Common Stock

 

On September 20, 2024, the Company completed an underwritten public offering of 1,700,000 shares of its common stock, par value $0.01 per share, at a public offering price of $43.00. Net proceeds from the offering were $68.2 million after deducting underwriting discounts, commissions and offering expenses. Under the terms of the Underwriting Agreement entered into in connection with the offering, the Company granted the underwriter an option (the “Over-allotment Option”), exercisable for 30 days, to purchase up to 255,000 additional shares (the “Option Shares”) at the public offering price, less the underwriting discounts and commissions. On October 22, 2024, the Company completed the sale of 138,272 common stock in connection with the partial exercise by the underwriter of the Over-allotment Option at a public offering price of $43.00 per share. The Company received net proceeds from the offering of the Option Shares of approximately $5.6 million after deducting underwriting discounts and commissions.

 

As of October 31, 2024, the Company has a total of 8,253,186 shares of its common stock outstanding, compared to 6,394,675 outstanding as of April 30, 2024.

 

v3.24.3
Note K - Commitments and Contingencies
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

Commitments and Contingencies

 

The Company has entered into operating leases for approximately 87% of its dealership and office facilities. Generally, these leases are for periods of three to five years and usually contain multiple renewal options. The Company uses leasing arrangements to maintain flexibility in its dealership locations and to preserve capital. The Company expects to continue to lease the majority of its dealership and office facilities under arrangements substantially consistent with the past. Rent expense for all operating leases amounted to approximately $5.2 million and $4.5 million for the six-month periods ended October 31, 2024 and 2023, respectively.

 

Scheduled amounts and timing of cash flows arising from operating lease payments as of October 31, 2024, discounted at the weighted average interest rate in effect as of October 31, 2024 of approximately 4.9%, are as follows:

 

Maturity of lease liabilities

       

2025 (remaining)

  $ 5,163  

2026

    9,939  

2027

    9,310  

2028

    8,636  

2029

    7,740  

Thereafter

  $ 48,650  

Total undiscounted operating lease payments

    89,438  

Less: imputed interest

    (20,382 )

Present value of operating lease liabilities

  $ 69,056  

 

The Company has two standby letters of credit relating to insurance policies totaling $3.9 million and $2.9 million at October 31, 2024 and 2023, respectively.

 

 

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.

 

v3.24.3
Note L - Supplemental Cash Flow Information
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Cash Flow, Supplemental Disclosures [Text Block]

 Supplemental Cash Flow Information

 

Supplemental cash flow disclosures are as follows:

 

   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

 

Supplemental disclosures:

               

Interest paid

  $ 35,851     $ 30,467  

Income taxes (credits) paid, net

    (2,765 )     1,299  
                 

Non-cash transactions:

               

Inventory acquired in repossession and accident protection plan claims

    57,071       69,679  

Net settlement option exercises

    -       1,646  

Right-of-use assets obtained in exchange for operating lease liabilities

    384       -  

Right-of-use assets obtained in exchange for operating lease liabilities through acquisitions

    7,433       -  

 

v3.24.3
Note M - Acquisitions
6 Months Ended
Oct. 31, 2024
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

M Acquisitions

 

On June 3, 2024, the Company completed its business combination of Texas Auto Center (“TAC”), which includes two dealership locations in Austin and San Marcos, Texas.

 

The total purchase price of the TAC acquisition was $13.5 million, which included $3.5 million of contingent consideration. The structure of the transaction is consistent with prior transactions whereby the Company did not acquire existing finance receivables and the seller may receive a performance-based earn-out in the future ranging from zero to a maximum of $15 million based on cumulative pre-tax income.

 

The excess of the purchase price over the preliminary fair values of the net assets acquired was allocated to goodwill, all of which is deductible for tax purposes and represents the future economic benefits expected to arise from anticipated synergies and intangible assets that do not qualify for separate recognition. The Company recorded the preliminary fair values of the assets acquired and liabilities assumed in the TAC acquisition, which resulted in the recognition of: (1) net working capital assumed of $100,000, (2) inventory of $5 million, (3) gross right use of asset and lease liability of $7.4 million and (4) goodwill of $8.5 million.

 

 

v3.24.3
Insider Trading Arrangements
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2024
Insider Trading Arr Line Items    
Material Terms of Trading Arrangement [Text Block]  

Item 5. Other Information

 

During the three months ended October 31, 2024, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Issuer Rule 10b5-1, Adopted or Terminated false  
Non-Rule 10b5-1 Arrangement Adopted [Flag] false  
Rule 10b5-1 Arrangement Terminated [Flag] false  
Non-Rule 10b5-1 Arrangement Terminated [Flag] false  
v3.24.3
Significant Accounting Policies (Policies)
6 Months Ended
Oct. 31, 2024
Accounting Policies [Abstract]  
Consolidation, Policy [Policy Text Block]

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.

 

Going Concern and Liquidity

 

In accordance with ASC 205-40, Presentation of Financial Statements - Going Concern, management has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s revolving line of credit is currently scheduled to become due in September 2025. The line of credit allows the Company to borrow up to an aggregate of $320 million (see Note F). As of October 31, 2024, the Company had $107.4 million in outstanding borrowings under its revolving line of credit. The loan and security agreement, as amended, requires the Company to maintain compliance with certain financial covenants computed on a monthly basis. The Company is currently in compliance with such financial covenants. Given this maturity of the line of credit combined with the Company’s decline in operations, such as negative cash flows from operations and a negative working capital position, the Company will require additional liquidity to continue its operations over the next 12 months if the line of credit is not extended. The Company plans to continue raising capital through the non-recourse securitization market, which represents the majority of its funding. During the past two fiscal years the Company has issued five series of asset-backed non-recourse securities, and the Company currently expects to issue additional series of asset-backed non-recourse securities during the fiscal year.

 

Though substantial doubt about the Company’s ability to continue as a going concern has been raised due to the upcoming maturity of the revolving credit facility, the Company maintains strong banking relationships. In the first quarter of fiscal year 2025, the Company entered into its first warehouse agreement and executed the 7th amendment on the Third Amended and Restated Loan and Security Agreement. The 8th Amendment to the Third Amended and Restated Loan and Security Agreement was executed in the second quarter of this fiscal year. The Company has initiated discussions with the lending group to begin the process for the extension of the revolver. The commencement of these discussions, along with the recently executed agreements and amendments, demonstrate the Company’s strong banking relationship and indicate that refinancing before maturity is probable of being implemented.

 

Management believes the ability to issue the asset backed non-recourse securities is sufficient to allow the Company to meet its obligations as they become due for a period of at least 12 months from the issuance of these financial statements. Additionally, management believes that the implementation of the refinancing of the revolving line of credit will strengthen the Company’s financial position. Management believes that the plans are probable and have alleviated the substantial doubt regarding the Company’s ability to continue as a going concern.

 

Segment Reporting, Policy [Policy Text Block]

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.

 

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassifications

 

Accident protection plan (“APP”) reserves in the amount of approximately $11.7 million for the three months ended July 31, 2023 and wholesales sales of $3.0 million for the six months ended October 31, 2023 in the prior year financial statements were reclassified to conform with the current year presentation. APP reserves of $5.8 million were reclassed out of accrued liabilities to reserve against finance receivables and $5.9 million of estimated APP insurance receivables were reclassed out of finance receivables to prepaid expenses and other assets for the three months ended July 31, 2023. $1.2 million and $1.8 million of wholesales sales were reclassed out of wholesales – third party sales to cost of goods sold for the three months ended July 31, 2023 and October 31, 2023, respectively. The reclassification had no effect on the prior year net income or shareholder’s equity.

 

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) 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 the Company’s allowance for credit losses.

 

Change in Accounting Estimate [Policy Text Block]

Change in Accounting Estimate

 

During the second quarter of 2024, the Company refined its accounting estimate with respect to its service contracts. The Company previously recognized deferred service contract revenue over the term associated with the service contract. The service contract is completed once a customer has (a) incurred the designated mileage or (b) the contract has surpassed the designated years. Management performed an analysis to determine when its performance obligations were being met and determined that its customers are reaching the mileage limit prior to reaching the maximum time duration of the service contracts. As such, management has determined that service contract revenue should be recognized over a 9 month term for each 12,000 miles, which would effectively result in a 25% acceleration of the timing of revenue recognition prospectively. The impact to revenue recognized for service contracts in the second quarter of 2024 is $13.2 million, $7.1 million net of tax, or $0.85 increase to diluted earnings per share ($0.87 increase to basic earnings per share).

 

Concentration Risk, Credit Risk, Policy [Policy Text Block]

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, 2024, 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.

 

Line of Credit Facility, Dividend Restrictions [Policy Text Block]

Restrictions on Distributions / Dividends

 

The Company’s revolving credit facilities generally restrict distributions by the Company to its shareholders. On September 16, 2024, the Company entered into an amendment to its revolving credit facilities that, among other things, restricts the Company from future repurchases of the Company’s stock. See Note F for additional information on this amendment to the revolving credit facilities.  As of October 31, 2024, the Company may not repurchase shares of the Company’s stock (other than receiving shares surrendered to pay the exercise price or tax withholding in connection with equity-based awards issued under the Company’s equity incentive plans), pay dividends or make other distributions to its shareholders without the consent of the Company’s lenders.

 

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash Equivalents

 

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

 

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Restricted Cash

 

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

 

Restricted cash from collections on auto finance receivables for non-recourse notes includes collections of principal, interest, and late 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, 2024 and April 30, 2024:

 

 

(In thousands)

 

October 31, 2024

   

April 30, 2024

 
                 

Restricted cash from collections on auto finance receivables for non-recourse notes payable

  $ 63,993     $ 43,956  

Restricted cash on deposit in reserve accounts for non-recourse notes payable

    57,685       44,969  
                 

Restricted Cash

  $ 121,678     $ 88,925  

 

Financing and Securitization Transactions Policy [Policy Text Block]

Financing, Securitization, and Warehouse Transactions

 

The Company utilizes term securitizations 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 trust. The trust issues asset-backed securities, secured by the transferred receivables, and the proceeds from the sale of the asset-backed securities are used to purchase the receivables.

 

The Company recognizes transfers of auto finance receivables into the term securitization as secured borrowings, 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 until the issued notes are repaid in full. 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 cash from collections on auto finance receivables.

 

The Company’s principal operating subsidiary and a newly formed affiliate also entered into a loan and security agreement in the first quarter of fiscal 2025 under which the Company’s affiliate borrowed $150 million through an amortizing warehouse loan facility collateralized by certain additional auto finance receivables originated by the Company’s operating subsidiaries. Under the loan and security agreement, the warehouse lender had recourse against the Company for up to 10% of the aggregate amount borrowed under the facility. The Company paid off the warehouse facility in October 2024. No debt was outstanding under the warehouse loan facility as of October 31, 2024. See Notes C and F for additional information on auto finance receivables, non-recourse notes payable and warehouse loan facility.

 

The Company carries the debt from the term securitization trusts on its balance sheet in recognition of the Company’s residual economic interest in the receivable pools for each transaction. The Company or one of its subsidiaries serves as the servicer for each securitization, managing collection activities in the same manner as it does with its overall portfolio of receivables. The overcollateralization in each financing serves to absorb credit losses (subject to limitations) and the Company receives remaining assets of the trust upon repayment in full of the related indebtedness.

Financing Receivable [Policy Text Block]

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 a weighted average interest rate of approximately 17.5% using the simple effective interest method including any deferred fees. During the third quarter of the 2024 fiscal year, the Company increased the interest rate on new originations of installment sale contracts to 18.25% (from 18.0%) in all states except Arkansas (which originate at 16.75%), Illinois (which originate at 19.5% - 21.5%) and acquired dealerships in Tennessee (which originate at up to 23.0%). Contract origination costs are not significant. The installment sale contracts are structured to have variable payments 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 to be collected represent the balance of interest receivable to be earned over the remaining term of the related installment contract, and as such, have been reflected as a reduction to the gross contract amount in arriving at the principal balance in finance receivables. Total earned finance charges were $7.6 million and $6.9 million at October 31, 2024 and April 30, 2024, respectively, on the Consolidated Balance Sheets.

 

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 78% 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, 2024, 3.5% of the Company’s finance receivable balances were 30 days or more past due, compared to 3.1% at April 30, 2024.

 

 

Substantially all of the Company’s installment sale 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 an installment sale contract, 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 installment sale 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 69 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.

 

The quantitative portion of the Company’s allowance for credit losses is measured using an undiscounted cash flow (“CF”) model whereby the undiscounted cash flows are adjusted by a prepayment rate and then the loss rate is applied and compared to the amortized cost basis of finance receivables to reflect management’s estimate of expected credit losses. The CF model is based on installment sale contract level characteristics of the Company’s finance receivables, such as the contractual payment structure, maturity date, payment frequency for recurring payments, and interest rates, as well as the following assumptions:

 

 

a historical loss period, which represents a full economic credit cycle utilizing loss experience, to calculate the historical loss rate; and

 

static annualized historical rate based on average time of charge-off; and

 

expected prepayment rates based on our historical experience, which also incorporates non-standard contractual payments such as down payments made during the first ninety-days or annual seasonal payments.

 

The Company’s allowance for credit losses also considers qualitative factors not captured within the CF modeled results such as changes in underwriting and collection practices, economic trends, changes in volume and terms of installment sales contracts, credit quality trends, installment sale contract review results, collateral trends, and concentrations of credit. The Company’s qualitative factors incorporate a macroeconomic variable forecast of inflation over a reasonable and supportable forecast period of one year that affects its customers’ non-discretionary income and ability to repay. The reasonable and supportable forecast period of one year is based on management’s current review of the reliability of extended forecasts and is applied as an adjustment to the historical loss rate.

 

The Company maintains an allowance for credit losses on an aggregate basis at an amount it considers sufficient to cover net credit losses expected over the remaining life of the installment sales contracts in the portfolio at the measurement date. At October 31, 2024, the weighted average total contract term was 48.2 months, with 35.9 months remaining. The allowance for credit losses at October 31, 2024, $336.7 million, was 24.72% of the principal balance in finance receivables of $1.5 billion, less deferred APP revenue of $51.0 million and deferred service contract revenue of $55.6 million, less pending APP claims of $5.3 million. The allowance for credit losses is periodically reviewed by management with any changes reflected in current operations.

 

 

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’s vehicle is totaled, 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. At October 31, 2024, anticipated losses did not exceed deferred accident protection plan revenues.

 

Inventory, Policy [Policy Text Block]

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 and Intangible Assets, Goodwill, Policy [Policy Text Block]

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. During the six months ended October 31, 2024, the Company evaluated goodwill and recorded an immaterial impairment of $83,000 due to the closure of an acquired dealership location in the first quarter of fiscal year 2024. The Company also recorded an $8.5 million increase to goodwill due to the acquisition of Texas Auto Center in the first quarter of fiscal year 2025.

 

Goodwill totaled $22.9 million at October 31, 2024 and $14.4 million at April 30, 2024.

 

Property, Plant and Equipment, Policy [Policy Text Block]

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

3 to 7 years

Leasehold improvements

5 to 15 years

Buildings and improvements

18 to 39 years

 

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Long-Lived Assets

 

Long-lived assets, such as property and equipment, capitalized internal-use software and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, such assets are considered to be impaired, and the impairment is recognized to the extent that the carrying value exceeds its fair value. There were no impairment charges recognized during any of the periods presented.

Cloud Computing Implementation Costs [Policy Text Block]

Cloud Computing Implementation Costs

 

The Company enters into cloud computing service contracts to support its sales, inventory management, and administrative activities. The Company capitalizes certain implementation costs for cloud computing arrangements that meet the definition of a service contract. The Company includes these capitalized implementation costs within prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Once placed in service, the Company amortizes these costs over the remaining subscription term to the same caption on the Condensed Consolidated Statement of Operations as the related cloud subscription. Capitalized implementation costs for cloud computing arrangements accounted for as service contracts were $19.7 million and $16.7 million as of October 31, 2024 and April 30, 2024, respectively. Accumulated amortization of capitalized implementation costs for these arrangements was $1.1 million for the three months ended October 31, 2024 and $48,000 for the same period in the prior year.

 

Cash Overdraft [Policy Text Block]

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, net of any deposits in transit 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 [Policy Text Block]

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 Tax, Policy [Policy Text Block]

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 30.3% and 23.4% for the six months ended October 31, 2024 and October 31, 2023, respectively. Total income tax expense for the six months ended October 31, 2024 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 did not record a discrete income tax benefit for the six months ended October 31, 2024 related to excess tax benefits on share-based compensation. The Company recorded a discrete income tax benefit of approximately $213,000 for the six months ended October 31, 2023.

 

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 2021.

 

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, 2024 or April 30, 2024.

 

Revenue [Policy Text Block]

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. As discussed in Change in Accounting Estimate, beginning in the quarter ended October 31, 2024, revenues from the sale of service contracts are recognized ratably over a nine month term for each 12,000 miles. 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, 2024 and 2023 consisted of the following:

 

   

Three Months Ended
October 31,

   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Sales – used autos

  $ 237,787     $ 261,335     $ 489,092     $ 534,803  

Wholesales – third party

    9,674       11,787       19,370       22,992  

Service contract sales

    29,548       17,649       46,620       33,996  

Accident protection plan revenue

    8,765       9,629       17,940       18,946  
                                 

Total

  $ 285,774     $ 300,400     $ 573,022     $ 610,737  

 

At October 31, 2024 and 2023, finance receivables more than 90 days past due were approximately $6.3 million and $7.4 million, respectively. Late fee revenues totaled approximately $1.3 million and $2.5 million for the three and six months ended October 31, 2024, respectively. Late fee revenues totaled approximately $1.2 million and $2.4 million for the three and six months ended October 31, 2023, 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, 2024 that was included in the April 30, 2024 deferred service contract revenue was $22.6 million.

 

Earnings Per Share, Policy [Policy Text Block]

Earnings (Loss) per Share

 

Basic earnings (loss) per share are computed by dividing net income (loss) attributable to common stockholders by the average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed by dividing net income (loss) 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.

 

Share-Based Payment Arrangement [Policy Text Block]

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 did not record a discrete income tax benefit for the six months ended October 31, 2024. The Company recorded a discrete income tax benefit of approximately $213,000 for the six months ended October 31, 2023. 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.

 

Treasury Stock [Policy Text Block]

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.

 

New Accounting Pronouncements, Policy [Policy Text Block]

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.

 

In March 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments – Credit Losses. This 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 adopted this standard on May 1, 2023 under a prospective basis. In regard to installment sale contract modifications, management notes that the Company primarily modifies a customer’s installment sale contract to allow for insignificant payment delays. This type of modification is generally done to account for payday changes for the customer and minor vehicle repairs.

 

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which sets forth improvements to the current segment disclosure requirements in accordance with Topic 280 “Segment Reporting,” including clarifying that entities with a single reportable segment are subject to both new and existing segment reporting requirements. ASU 2023-07 will be effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. Adoption of this ASU will result in additional disclosure, but will not impact the Company’s consolidated financial position, results of operations or cash flows.

 

In December 2023, the FASB issued an accounting pronouncement (ASU 2023-09) related to income tax disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. We plan to adopt this pronouncement for our fiscal year beginning May 1, 2025, and we do not expect it to have a material effect on our consolidated financial statements.

v3.24.3
Note B - Summary of Significant Accounting Policies (Tables)
6 Months Ended
Oct. 31, 2024
Notes Tables  
Restrictions on Cash and Cash Equivalents [Table Text Block]

(In thousands)

 

October 31, 2024

   

April 30, 2024

 
                 

Restricted cash from collections on auto finance receivables for non-recourse notes payable

  $ 63,993     $ 43,956  

Restricted cash on deposit in reserve accounts for non-recourse notes payable

    57,685       44,969  
                 

Restricted Cash

  $ 121,678     $ 88,925  
Property, Plant, and Equipment Useful Life [Table Text Block]

Furniture, fixtures and equipment

3 to 7 years

Leasehold improvements

5 to 15 years

Buildings and improvements

18 to 39 years

Revenue from External Customers by Products and Services [Table Text Block]
   

Three Months Ended
October 31,

   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

   

2024

   

2023

 
                                 

Sales – used autos

  $ 237,787     $ 261,335     $ 489,092     $ 534,803  

Wholesales – third party

    9,674       11,787       19,370       22,992  

Service contract sales

    29,548       17,649       46,620       33,996  

Accident protection plan revenue

    8,765       9,629       17,940       18,946  
                                 

Total

  $ 285,774     $ 300,400     $ 573,022     $ 610,737  
v3.24.3
Note C - Finance Receivables, Net (Tables)
6 Months Ended
Oct. 31, 2024
Notes Tables  
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

(In thousands)

 

October 31, 2024

   

April 30, 2024

 
                 

Gross contract amount

  $ 1,889,413     $ 1,844,392  

Less unearned finance charges

    (415,619 )     (409,004 )

Principal balance

    1,473,794       1,435,388  

Less: estimated insurance receivables for APP claims

    (2,485 )     (3,026 )

Less: allowance for APP claims

    (2,651 )     (3,171 )

Less allowance for credit losses

    (336,693 )     (331,260 )

Finance receivables, net

    1,131,965       1,097,931  

Loan origination costs

    653       660  

Finance receivables, net, including loan origination costs

  $ 1,132,618     $ 1,098,591  
Change In Finance Receivables Net [Table Text Block]
   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

 
                 

Balance at beginning of period

  $ 1,097,931     $ 1,062,760  

Finance receivable originations

    527,487       580,082  

Finance receivable collections

    (224,640 )     (218,208 )

Provision for credit losses

    (194,945 )     (231,718 )

Losses on claims for accident protection plan

    (16,797 )     (15,173 )

Inventory acquired in repossession and accident protection plan claims

    (57,071 )     (73,217 )
                 

Balance at end of period

  $ 1,131,965     $ 1,104,526  
Financing Receivable, Allowance for Credit Loss [Table Text Block]
   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

 
                 

Balance at beginning of period

  $ 331,260     $ 299,608  

Provision for credit losses

    194,945       231,718  

Charge-offs

    (250,057 )     (255,685 )

Recovered collateral

    60,545       68,689  
                 

Balance at end of period

  $ 336,693     $ 344,330  
Financing Receivable, Past Due [Table Text Block]

(Dollars in thousands)

 

October 31, 2024

   

April 30, 2024

   

October 31, 2023

 
   

Principal

   

Percent of

   

Principal

   

Percent of

   

Principal

   

Percent of

 
   

Balance

   

Portfolio

   

Balance

   

Portfolio

   

Balance

   

Portfolio

 

Current

  $ 1,188,852       80.66 %   $ 1,125,945       78.44 %   $ 1,121,215       76.62 %

3 - 29 days past due

    233,486       15.84 %     264,491       18.43 %     290,123       19.83 %

30 - 60 days past due

    35,039       2.38 %     34,042       2.37 %     37,602       2.57 %

61 - 90 days past due

    10,083       0.68 %     6,438       0.45 %     7,068       0.48 %

> 90 days past due

    6,334       0.44 %     4,472       0.31 %     7,390       0.50 %

Total

  $ 1,473,794       100.00 %   $ 1,435,388       100.00 %   $ 1,463,398       100.00 %
Financing Receivable Credit Quality Indicators [Table Text Block]
   

Six Months Ended
October 31,

 
   

2024

   

2023

 
                 

Average total collected per active customer per month

  $ 561     $ 534  

Principal collected as a percent of average finance receivables

    15.4 %     15.2 %

Average down-payment percentage

    5.2 %     4.9 %

Average originating contract term (in months)

    44.3       44.4  
   

As of

 
   

October 31, 2024

   

October 31, 2023

 

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

    48.2       47.3  
Schedule of Financing Receivable by Fiscal Year of Origination [Table Text Block]
     

As of October 31, 2024

 
                                                                   

(Dollars in thousands)

   

Fiscal Year of Origination

   

Prior to

                 

Customer Rating

   

2025

   

2024

   

2023

   

2022

   

2021

   

2021

   

Total

   

%

 
1-2     $ 30,975     $ 27,649     $ 8,152     $ 1,805     $ 133     $ 54     $ 68,768       4.7 %
3-4     $ 171,128     $ 206,403     $ 75,913     $ 19,301     $ 1,836     $ 313     $ 474,894       32.2 %
5-6     $ 269,257     $ 369,298     $ 206,893     $ 73,766    

$

9,949     $ 969     $ 930,132       63.1 %

Total

    $ 471,360     $ 603,350     $ 290,958     $ 94,872     $ 11,918     $ 1,336     $ 1,473,794       100.0 %
                                                                   

Charge-offs

    $ 24,742     $ 137,604     $ 66,999     $ 18,381     $ 1,993     $ 338     $ 250,057          
     

As of October 31, 2023

 
                                                                   

(Dollars in thousands)

   

Fiscal Year of Origination

   

Prior to

                 

Customer Rating

   

2024

   

2023

   

2022

   

2021

   

2020

   

2020

   

Total

   

%

 
1-2     $ 26,044     $ 23,346     $ 7,271     $ 1,127     $ 150     $ 13     $ 57,951       4.0 %
3-4     $ 189,850     $ 190,995     $ 64,672     $ 11,479     $ 643     $ 246     $ 457,885       31.3 %
5-6     $ 317,130     $ 411,515     $ 178,564     $ 37,177     $ 2,485     $ 691     $ 947,562       64.7 %

Total

    $ 533,024     $ 625,856     $ 250,507     $ 49,783     $ 3,278     $ 950     $ 1,463,398       100.0 %
                                                                   

Charge-offs

    $ 36,228     $ 153,765     $ 54,307     $ 10,301     $ 791     $ 293     $ 255,685          
v3.24.3
Note D - Property and Equipment, Net (Tables)
6 Months Ended
Oct. 31, 2024
Notes Tables  
Property, Plant and Equipment [Table Text Block]

(In thousands)

​​​​​

 

 

October 31, 2024

   

April 30, 2024

 
                 

Land

  $ 11,998     $ 11,998  

Buildings and improvements

    23,473       23,435  

Furniture, fixtures and equipment

    22,107       21,752  

Leasehold improvements

    51,011       50,689  

Construction in progress

    4,241       2,393  

Less accumulated depreciation and amortization

    (53,638 )     (49,906 )
                 

Total

  $ 59,192     $ 60,361  
v3.24.3
Note E - Accrued Liabilities (Tables)
6 Months Ended
Oct. 31, 2024
Notes Tables  
Schedule of Accrued Liabilities [Table Text Block]

(In thousands)

 

October 31, 2024

   

April 30, 2024

 

Cash Overdraft

  $ 2,897     $ 823  

Employee compensation

    9,436       10,774  

Deferred sales tax (see Note B)

    3,640       6,234  

Fair value of contingent consideration

    6,536       3,193  

Accrued interest payable

    2,724       2,221  

Other

    8,392       4,583  

Total

  $ 33,625     $ 27,828  
v3.24.3
Note F - Debt Facilities (Tables)
6 Months Ended
Oct. 31, 2024
Notes Tables  
Schedule of Long-Term Debt Instruments [Table Text Block]

(In thousands)

 

October 31, 2024

   

April 30, 2024

 

Revolving line of credit

  $ 108,616     $ 201,743  

Debt issuance costs

    (1,251 )     (924 )
                 

Revolving line of credit, net

  $ 107,365     $ 200,819  
                 

Non-recourse notes payable - 2023-1 Issuance

  $ 91,665     $ 150,190  

Non-recourse notes payable - 2023-2 Issuance

    141,450       203,189  

Non-recourse notes payable - 2024-1 Issuance

    127,447       202,916  
Non-recourse notes payable - 2024-2 Issuance     300,000       -  

Debt issuance costs - non-recourse notes payable

    (4,148 )     (2,666 )

Non-recourse notes payable, net

    656,414       553,629  
                 
Total debt   $ 763,779     $ 754,448  
Debt Instrument, Debt and Interest Rates [Table Text Block]
     

Original Principal Balance
(in thousands)

   

Weighted Average
Fixed Coupon Rate

 
                   
2023-1     $ 400,200       8.68 %
2023-2       360,300       8.80 %
2024-1       250,000       9.50 %
2024-2       300,000       9.51 %
v3.24.3
Note G - Fair Value Measurements (Tables)
6 Months Ended
Oct. 31, 2024
Notes Tables  
Fair Value, by Balance Sheet Grouping [Table Text Block]
   

October 31, 2024

   

April 30, 2024

 
(In thousands)    Carrying
Value
    Fair
Value
    Carrying
Value
    Fair
Value
 

 

                               

Cash and cash equivalents

  $ 8,006     $ 8,006     $ 5,522     $ 5,522  

Restricted cash

    121,678       121,678       88,925       88,925  

Inventory - Repossessions

    18,061       18,061       18,182       18,182  

Finance receivables, net

    1,132,618       906,383       1,098,591       882,764  

Accounts payable

    34,174       34,174       21,379       21,379  

Contingent Consideration

    6,536       6,536       3,193       3,193  

Revolving line of credit, net

    107,365       107,365       200,819       200,819  

Non-recourse notes payable, net

    656,414       669,900       553,629       553,003  
v3.24.3
Note H - Weighted Average Shares Outstanding (Tables)
6 Months Ended
Oct. 31, 2024
Notes Tables  
Schedule of Weighted Average Number of Shares [Table Text Block]
   

Three Months Ended
October 31,

   

Six Months Ended
October 31,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Weighted average shares outstanding-basic

    8,147,971       6,386,208       7,272,364       6,383,956  

Dilutive options and restricted stock

    144,488       -       151,572       -  
                                 

Weighted average shares outstanding-diluted

    8,292,459       6,386,208       7,423,936       6,383,956  
                                 

Antidilutive securities not included:

                               

Options

    662,667       207,500       598,717       447,500  

Restricted stock

    28,395       5,033       21,286       5,033  
v3.24.3
Note I - Stock-based Compensation (Tables)
6 Months Ended
Oct. 31, 2024
Notes Tables  
Stock Option Plan Comparison [Table Text Block]
   

Restated Option Plan

   

2024 Equity Incentive Plan

 
                 

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

    100%       100%  

Last expiration date for outstanding options

 

May 9, 2034

      N/A  

Shares available for grant at October 31, 2024

    -       449,085  
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
   

Six Months Ended
October 31,

 
   

2024

   

2023

 

Expected terms (years)

    4.9       5.5  

Risk-free interest rate

    5.13 %     3.66 %

Volatility

    60 %     58 %

Dividend yield

    -       -  
Schedule of Share-based Compensation, Stock Options, Exercises [Table Text Block]
   

Six Months Ended
October 31,

 

(Dollars in thousands)

 

2024

   

2023

 
                 

Options exercised

    -       30,000  

Cash received from option exercises

  $ -     $ -  

Intrinsic value of options exercised

  $ -     $ 1,036  
v3.24.3
Note K - Commitments and Contingencies (Tables)
6 Months Ended
Oct. 31, 2024
Notes Tables  
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

Maturity of lease liabilities

       

2025 (remaining)

  $ 5,163  

2026

    9,939  

2027

    9,310  

2028

    8,636  

2029

    7,740  

Thereafter

  $ 48,650  

Total undiscounted operating lease payments

    89,438  

Less: imputed interest

    (20,382 )

Present value of operating lease liabilities

  $ 69,056  
v3.24.3
Note L - Supplemental Cash Flow Information (Tables)
6 Months Ended
Oct. 31, 2024
Notes Tables  
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]
   

Six Months Ended
October 31,

 

(In thousands)

 

2024

   

2023

 

Supplemental disclosures:

               

Interest paid

  $ 35,851     $ 30,467  

Income taxes (credits) paid, net

    (2,765 )     1,299  
                 

Non-cash transactions:

               

Inventory acquired in repossession and accident protection plan claims

    57,071       69,679  

Net settlement option exercises

    -       1,646  

Right-of-use assets obtained in exchange for operating lease liabilities

    384       -  

Right-of-use assets obtained in exchange for operating lease liabilities through acquisitions

    7,433       -  
v3.24.3
Note A - Organization and Business (Details Textual)
6 Months Ended
Oct. 31, 2024
Number of Operating Subsidiaries 2
Number of Dealerships Operated 154
v3.24.3
Note B - Summary of Significant Accounting Policies (Details Textual)
3 Months Ended 6 Months Ended
Jul. 12, 2024
USD ($)
Oct. 31, 2024
USD ($)
$ / shares
shares
Jul. 31, 2024
USD ($)
Oct. 31, 2023
USD ($)
$ / shares
Jul. 31, 2023
USD ($)
Oct. 31, 2024
USD ($)
$ / shares
Oct. 31, 2023
USD ($)
$ / shares
Sep. 16, 2024
USD ($)
Sep. 15, 2024
USD ($)
Jun. 03, 2024
USD ($)
Apr. 30, 2024
USD ($)
Long-Term Line of Credit, Net of Debt Issuance Costs   $ 107,365,000       $ 107,365,000         $ 200,819,000
Number of Reportable Segments           1          
Revenue from Contract with Customer, Excluding Assessed Tax   285,774,000   $ 300,400,000   $ 573,022,000 $ 610,737,000        
Financing Receivables, Allowance for APP Claims   2,651,000       2,651,000         3,171,000
Financing Receivable, Insurance Receivables for APP Claims   $ 2,485,000       2,485,000         3,026,000
Contract with Customer, Liability, Revenue Recognized           $ 22,600,000          
Earnings Per Share, Diluted (in dollars per share) | $ / shares   $ 0.61   $ (4.3)   $ 0.55 $ (3.65)        
Earnings Per Share, Basic (in dollars per share) | $ / shares   $ 0.62   $ (4.3)   $ 0.57 $ (3.65)        
Proceeds from Notes Payable           $ 449,889,000 $ 360,340,000        
Average Finance Receivable Interest Rate   17.50%                  
Financing Receivable Interest Rate   18.25%   18.00%              
Interest Receivable   $ 7,573,000       $ 7,573,000         $ 6,907,000
Finance Receivables, Customer Payments Due Either Weekly or Bi-Weekly, Percentage   78.00%                  
Financing Receivable, Greater Than or Equal to 30 Days Past Due, Percent of Portfolio   3.50%       3.50%         3.10%
Allowance for Credit Losses, Primary Factor Units Repossessed or Charged Off Evaluation Period   69 years                  
Financing Receivable, Weighted Average Total Contract Term   48 months 6 days                  
Financing Receivable, Remaining Contract Term   35 months 27 days                  
Financing Receivables, Allowance for Credit Losses and Other Losses   $ 336,700,000                  
Financing Receivable, Allowance for Credit Loss to Outstanding, Percent   24.72% 25.00%     24.72%          
Finance Receivable, Principal Balance   $ 1,473,794,000   $ 1,463,398,000   $ 1,473,794,000 1,463,398,000       $ 1,435,388,000
Goodwill, Impairment Loss           83,000 $ 94,000        
Goodwill   $ 22,900,000       $ 22,900,000         14,400,000
Effective Income Tax Rate Reconciliation, Percent           30.30% 23.40%        
Tax Adjustments, Settlements, and Unusual Provisions           $ 0 $ 213,000        
Open Tax Year   2021                  
Income Tax Examination, Penalties and Interest Accrued   $ 0       0         0
Financing Receivable, Recorded Investment Greater Than 90 Days Past Due   6,300,000   7,400,000   6,300,000 7,400,000        
Late Fee Income Generated by Servicing Financial Assets, Amount   $ 1,300,000   1,200,000   2,500,000 $ 2,400,000        
Treasury Stock Shares to Establish Reserve Account to Secure Service Contracts | shares   10,000                  
ACM Insurance Company [Member]                      
Treasury Stock, Shares to Establish Reserve Account to Meet Regulatory Requirements for Insurance Company | shares   14,000                  
Capitalized Computing Implementation Service Contract [Member]                      
Capitalized Contract Cost, Net   $ 19,700,000       $ 19,700,000         16,700,000
Capitalized Contract Cost, Amortization   $ 1,100,000   48,000              
Texas Auto Center [Member]                      
Goodwill, Acquired During Period     $ 8,500,000                
Goodwill                   $ 8,500,000  
Maximum [Member]                      
Financing Receivable Interest Rate   18.25%                  
ARKANSAS                      
Financing Receivable Interest Rate   16.75%                  
ARKANSAS | Maximum [Member]                      
Financing Receivable Interest Rate   16.75%                  
ILLINOIS | Minimum [Member]                      
Financing Receivable Interest Rate   19.50%                  
ILLINOIS | Maximum [Member]                      
Financing Receivable Interest Rate   21.50%                  
TENNESSEE                      
Financing Receivable Interest Rate   23.00%                  
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Arkansas, USA [Member]                      
Concentration Risk, Percentage   28.00%                  
Service Contract [Member]                      
Contract with Customer, Liability, Recognition Period (Month)   9 months       9 months          
Contract with Customer, Liability, Revenue Recognition, Miles   12,000       12,000          
Contract with Customer, Liability, Increase in Timing of Revenue Recognition, Percent   25.00%       25.00%          
Contract with Customer, Liability, Revenue Recognized   $ 13,200,000                  
Contract with Customer, Liability, Revenue Recognized, Net of Tax   7,100,000                  
Contract with Customer, Liability   55,645,000       $ 55,645,000         68,945,000
Accident Protection Plan [Member]                      
Contract with Customer, Liability   51,000,000       51,000,000          
Accident Protection Plan Claims [Member]                      
Contract with Customer, Refund Liability   5,300,000       5,300,000          
Revision of Prior Period, Adjustment [Member]                      
Accident Protection Plan Claims   $ 11,700,000       11,700,000          
Financing Receivables, Allowance for APP Claims         $ 5,800,000            
Financing Receivable, Insurance Receivables for APP Claims         5,900,000            
Revision of Prior Period, Adjustment [Member] | Wholesales Third Party [Member]                      
Revenue from Contract with Customer, Excluding Assessed Tax       $ 1,800,000 $ 1,200,000 3,000,000          
Revision of Prior Period, Change in Accounting Principle, Adjustment [Member]                      
Earnings Per Share, Diluted (in dollars per share) | $ / shares   $ 0.85                  
Earnings Per Share, Basic (in dollars per share) | $ / shares   $ 0.87                  
Line of Credit [Member]                      
Long-Term Line of Credit, Net of Debt Issuance Costs   $ 107,365,000       107,365,000         $ 200,819,000
Revolving Credit Facility [Member] | BMO Harris Bank [Member]                      
Line of Credit Facility, Maximum Borrowing Capacity   320,000,000       $ 320,000,000   $ 320,000,000 $ 340,000,000    
Warehouse Facility [Member]                      
Proceeds from Notes Payable $ 150,000,000 $ 150,000,000                  
Notes Payable, Percentage of Note Classified as Non-Recourse   10.00%                  
v3.24.3
Note B - Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Restricted Cash $ 121,678 $ 88,925
Collections On Auto Finance Receivables [Member]    
Restricted Cash 63,993 43,956
Deposit in Auto Finance Receivable Reserve Account [Member]    
Restricted Cash $ 57,685 $ 44,969
v3.24.3
Note B - Summary of Significant Accounting Policies - Property and Equipment, Estimated Useful Lives (Details)
Oct. 31, 2024
Furniture, Fixtures and Equipment [Member] | Minimum [Member]  
Property, Plant and Equipment, Useful Life (Year) 3 years
Furniture, Fixtures and Equipment [Member] | Maximum [Member]  
Property, Plant and Equipment, Useful Life (Year) 7 years
Leasehold Improvements [Member] | Minimum [Member]  
Property, Plant and Equipment, Useful Life (Year) 5 years
Leasehold Improvements [Member] | Maximum [Member]  
Property, Plant and Equipment, Useful Life (Year) 15 years
Building and Building Improvements [Member] | Minimum [Member]  
Property, Plant and Equipment, Useful Life (Year) 18 years
Building and Building Improvements [Member] | Maximum [Member]  
Property, Plant and Equipment, Useful Life (Year) 39 years
v3.24.3
Note B - Summary of Significant Accounting Policies - Sales (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Sales $ 285,774 $ 300,400 $ 573,022 $ 610,737
Sales Used Autos [Member]        
Sales 237,787 261,335 489,092 534,803
Wholesales Third Party [Member]        
Sales 9,674 11,787 19,370 22,992
Service Contract Sales [Member]        
Sales 29,548 17,649 46,620 33,996
Payment Protection Plan Revenue [Member]        
Sales $ 8,765 $ 9,629 $ 17,940 $ 18,946
v3.24.3
Note C - Finance Receivables, Net (Details Textual)
3 Months Ended 6 Months Ended
Oct. 31, 2024
USD ($)
Oct. 31, 2023
Oct. 31, 2024
USD ($)
Oct. 31, 2023
USD ($)
Jul. 31, 2024
Financing Receivable Interest Rate 18.25% 18.00%      
Finance Receivables, Number of Loan Classes 1   1    
Finance Receivables, Number of Risk Pools 1   1    
Financing Receivable, Allowance for Credit Loss, Recovery     $ 1,800,000 $ 1,400,000  
Financing Receivable, Allowance for Credit Loss to Outstanding, Percent 24.72%   24.72%   25.00%
Provision for Credit Losses, Resulting Benefit from Increase (Decrease) $ 3,800,000        
Total Dollars Collected Per Active Customer, Percentage Change     5.00%    
Collections as Percentage of Average Financing Receivables     0.20%    
Increase (Decrease) in Average Selling Price     $ 736    
Increase (Decrease) in Average Selling Price, Percentage     3.90%    
ARKANSAS          
Financing Receivable Interest Rate 16.75%        
TENNESSEE          
Financing Receivable Interest Rate 23.00%        
Maximum [Member]          
Financing Receivable Interest Rate 18.25%        
Financing Receivable Payment Period 79 months        
Maximum [Member] | ARKANSAS          
Financing Receivable Interest Rate 16.75%        
Maximum [Member] | ILLINOIS          
Financing Receivable Interest Rate 21.50%        
Minimum [Member]          
Financing Receivable Payment Period 18 months        
Minimum [Member] | ILLINOIS          
Financing Receivable Interest Rate 19.50%        
v3.24.3
Note C - Finance Receivables, Net - Components of Finance Receivables (Details) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Oct. 31, 2023
Apr. 30, 2023
Gross contract amount $ 1,889,413 $ 1,844,392    
Less unearned finance charges (415,619) (409,004)    
Principal balance 1,473,794 1,435,388 $ 1,463,398  
Less: estimated insurance receivables for APP claims (2,485) (3,026)    
Less: allowance for APP claims (2,651) (3,171)    
Less allowance for credit losses (336,693) (331,260) (344,330) $ (299,608)
Finance receivables, net 1,131,965 1,097,931 $ 1,104,526 $ 1,062,760
Loan origination costs 653 660    
Finance receivables, net, including loan origination costs $ 1,132,618 $ 1,098,591    
v3.24.3
Note C - Finance Receivables, Net - Changes in Finance Receivables (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Balance at beginning of period     $ 1,097,931 $ 1,062,760
Finance receivable originations     527,487 580,082
Finance receivable collections     (224,640) (218,208)
Provision for credit losses $ (99,522) $ (135,395) (194,945) (231,718)
Losses on claims for accident protection plan     (16,797) (15,173)
Inventory acquired in repossession and accident protection plan claims     (57,071) (73,217)
Balance at end of period $ 1,131,965 $ 1,104,526 $ 1,131,965 $ 1,104,526
v3.24.3
Note C - Finance Receivables, Net - Changes in the Finance Receivables Allowance for Credit Losses (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Balance at beginning of period     $ 331,260 $ 299,608
Provision for credit losses $ 99,522 $ 135,395 194,945 231,718
Charge-offs (250,057) (255,685) (250,057) (255,685)
Recovered collateral     60,545 68,689
Balance at end of period $ 336,693 $ 344,330 $ 336,693 $ 344,330
v3.24.3
Note C - Finance Receivables, Net - Credit Quality Information for Finance Receivables (Details) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Oct. 31, 2023
Oct. 31, 2022
Principle Balance $ 1,473,794 $ 1,435,388 $ 1,463,398  
Percent of Portfolio 100.00% 100.00% 100.00% 100.00%
Financial Asset, Not Past Due [Member]        
Principle Balance $ 1,188,852 $ 1,125,945 $ 1,121,215  
Percent of Portfolio   78.44% 76.62%  
Financial Asset, Past Due [Member]        
Percent of Portfolio 80.66%      
Financial Asset, 3 to 29 Days Past Due [Member]        
Principle Balance $ 233,486 $ 264,491 $ 290,123  
Percent of Portfolio 15.84% 18.43% 19.83%  
Financial Asset, 30 to 59 Days Past Due [Member]        
Principle Balance $ 35,039 $ 34,042 $ 37,602  
Percent of Portfolio 2.38% 2.37% 2.57%  
Financial Asset, 60 to 89 Days Past Due [Member]        
Principle Balance $ 10,083 $ 6,438 $ 7,068  
Percent of Portfolio 0.68% 0.45% 0.48%  
Financial Asset, Equal to or Greater than 90 Days Past Due [Member]        
Principle Balance $ 6,334 $ 4,472 $ 7,390  
Percent of Portfolio 0.44% 0.31% 0.50%  
v3.24.3
Note C - Finance Receivables, Net - Financing Receivables Analysis (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Average total collected per active customer per month     $ 561 $ 534
Portfolio weighted average contract term, including modifications (in months) (Month) 48 months 6 days 47 months 9 days    
Principal collected as a percent of average finance receivables 15.40% 15.20% 15.40% 15.20%
Average down-payment percentage     5.20% 4.90%
Average originating contract term (in months) (Month)     44 months 9 days 44 months 12 days
v3.24.3
Note C - Finance Receivables, Net - Finance Receivable Summarized by Fiscal Year of Origination (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Apr. 30, 2024
Oct. 31, 2022
Current year, principal balance $ 471,360 $ 533,024 $ 471,360 $ 533,024    
Year two, principal balance 603,350 625,856 603,350 625,856    
Year three, principal balance 290,958 250,507 290,958 250,507    
Year four, principal balance 94,872 49,783 94,872 49,783    
Year five, principal balance 11,918 3,278 11,918 3,278    
Prior, principal balance 1,336 950 1,336 950    
Finance Receivable, Principal Balance $ 1,473,794 $ 1,463,398 $ 1,473,794 $ 1,463,398 $ 1,435,388  
Principal balance, percentage 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Charge-offs, total $ 24,742 $ 36,228        
Charge-offs, total 137,604 153,765        
Charge-offs, total 66,999 54,307        
Charge-offs, total 18,381 10,301        
Charge-offs, total 1,993 791        
Charge-offs, total 338 293        
Charge-offs, total 250,057 255,685 $ 250,057 $ 255,685    
Customer Score 1-2 [Member]            
Current year, principal balance 30,975 26,044 30,975 26,044    
Year two, principal balance 27,649 23,346 27,649 23,346    
Year three, principal balance 8,152 7,271 8,152 7,271    
Year four, principal balance 1,805 1,127 1,805 1,127    
Year five, principal balance 133 150 133 150    
Prior, principal balance 54 13 54 13    
Finance Receivable, Principal Balance $ 68,768 57,951 $ 68,768 57,951    
Principal balance, percentage 4.70%   4.70%     4.00%
Customer Score 3-4 [Member]            
Current year, principal balance $ 171,128 189,850 $ 171,128 189,850    
Year two, principal balance 206,403 190,995 206,403 190,995    
Year three, principal balance 75,913 64,672 75,913 64,672    
Year four, principal balance 19,301 11,479 19,301 11,479    
Year five, principal balance 1,836 643 1,836 643    
Prior, principal balance 313 246 313 246    
Finance Receivable, Principal Balance $ 474,894 457,885 $ 474,894 457,885    
Principal balance, percentage 32.20%   32.20%     31.30%
Customer Score 5-6 [Member]            
Current year, principal balance $ 269,257 317,130 $ 269,257 317,130    
Year two, principal balance 369,298 411,515 369,298 411,515    
Year three, principal balance 206,893 178,564 206,893 178,564    
Year four, principal balance 73,766 37,177 73,766 37,177    
Year five, principal balance 9,949 2,485 9,949 2,485    
Prior, principal balance 969 691 969 691    
Finance Receivable, Principal Balance $ 930,132 $ 947,562 $ 930,132 $ 947,562    
Principal balance, percentage 63.10%   63.10%     64.70%
v3.24.3
Note D - Property and Equipment, Net - Property and Equipment (Details) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Less accumulated depreciation and amortization $ (53,638) $ (49,906)
Total 59,192 60,361
Land [Member]    
Property and equipment 11,998 11,998
Building and Building Improvements [Member]    
Property and equipment 23,473 23,435
Furniture, Fixtures and Equipment [Member]    
Property and equipment 22,107 21,752
Leasehold Improvements [Member]    
Property and equipment 51,011 50,689
Construction in Progress [Member]    
Property and equipment $ 4,241 $ 2,393
v3.24.3
Note E - Accrued Liabilities - Accrued Liabilities (Details) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Cash Overdraft $ 2,897 $ 823
Employee compensation 9,436 10,774
Deferred sales tax (see Note B) 3,640 6,234
Fair value of contingent consideration 6,536 3,193
Accrued interest payable 2,724 2,221
Other 8,392 4,583
Total $ 33,625 $ 27,828
v3.24.3
Note F - Debt Facilities (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 12, 2024
Oct. 31, 2024
Oct. 31, 2024
Oct. 31, 2023
Sep. 16, 2024
Sep. 15, 2024
Proceeds from Notes Payable     $ 449,889 $ 360,340    
Notes Payable [Member]            
Minimum Percent of Pool Balance   2.00% 2.00%      
Revolving Credit Facility [Member]            
Line of Credit Facility, Additional Borrowing Capacity, Accordion Feature   $ 97,000 $ 97,000      
Warehouse Facility [Member]            
Proceeds from Notes Payable $ 150,000 150,000        
Notes Payable, Percentage of Note Classified as Recourse 10.00%          
Long-Term Debt, Gross   0 0      
Warehouse Facility [Member] | Secured Overnight Financing Rate (SOFR) [Member]            
Debt Instrument, Basis Spread on Variable Rate 3.50%          
BMO Harris Bank [Member] | Revolving Credit Facility [Member]            
Line of Credit Facility, Maximum Borrowing Capacity   $ 320,000 $ 320,000   $ 320,000 $ 340,000
Debt Instrument, Base Rate   8.00% 8.00%      
BMO Harris Bank [Member] | Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) [Member]            
Debt Instrument, Basis Spread on Variable Rate   3.50%        
BMO Harris Bank [Member] | Revolving Credit Facility [Member] | Base Rate [Member]            
Debt Instrument, Basis Spread on Variable Rate   1.00%        
BMO Harris Bank [Member] | Revolving Credit Facility [Member] | Principal Balance Under 300 Million [Member]            
Line of Credit Facility, Minimum Required Available Draw Amount         20,000  
BMO Harris Bank [Member] | Revolving Credit Facility [Member] | Principal Balance At or Over 300 Million [Member]            
Line of Credit Facility, Minimum Required Available Draw Amount         $ 50,000  
v3.24.3
Note F - Debt Facilities - Summary of Debt Facilities (Details) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Revolving line of credit, net $ 107,365 $ 200,819
Non-recourse notes payable, net 656,414 553,629
Total debt 763,779 754,448
Line of Credit [Member]    
Debt facilities, gross 108,616 201,743
Debt issuance costs (1,251) (924)
Revolving line of credit, net 107,365 200,819
Non Recourse Notes Payable, 2023 Issuance [Member]    
Debt facilities, gross 91,665 150,190
Non Recourse Notes Payable, 2023-2 Issuance [Member]    
Debt facilities, gross 141,450 203,189
Non Recourse Notes Payable 2024 Issuance [Member]    
Debt facilities, gross 127,447 202,916
Non Recourse Notes Payable 2024-2 Issuance [Member]    
Debt facilities, gross 300,000  
Nonrecourse [Member]    
Debt issuance costs (4,148) (2,666)
Non-recourse notes payable, net $ 656,414 $ 553,629
v3.24.3
Note F - Debt Facilities - Balance and Coupon Rate (Details)
$ in Millions
Oct. 31, 2024
USD ($)
Notes Payable, 2023 Issuance [Member]  
Principal balance $ 400.2
Weighted average fixed coupon rate 8.68%
Notes Payable, 2023-2 Issuance [Member]  
Principal balance $ 360.3
Weighted average fixed coupon rate 8.80%
Notes Payable 2024 Issuance [Member]  
Principal balance $ 250.0
Weighted average fixed coupon rate 9.50%
Notes Payable 2024-2 Issuance [Member]  
Principal balance $ 300.0
Weighted average fixed coupon rate 9.51%
v3.24.3
Note G - Fair Value Measurements (Details Textual)
1 Months Ended
Oct. 31, 2022
Fair Value Inputs, Discount Rate, Intercompany Transactions 38.50%
Measurement Input, Discount Rate [Member] | Minimum [Member]  
Receivables, Measurement Input 34.00%
Measurement Input, Discount Rate [Member] | Maximum [Member]  
Receivables, Measurement Input 39.00%
v3.24.3
Note G - Fair Value Measurements - Fair Value of Financial Instruments (Details) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
Reported Value Measurement [Member]    
Cash and cash equivalents $ 8,006 $ 5,522
Restricted cash 121,678 88,925
Inventory - Repossessions 18,061 18,182
Finance receivables, net 1,132,618 1,098,591
Accounts payable 34,174 21,379
Contingent Consideration 6,536 3,193
Reported Value Measurement [Member] | Nonrecourse [Member]    
Non-recourse notes payable, net 656,414 553,629
Reported Value Measurement [Member] | Revolving Credit Facility [Member]    
Revolving line of credit, net 107,365 200,819
Estimate of Fair Value Measurement [Member]    
Cash and cash equivalents 8,006 5,522
Restricted cash 121,678 88,925
Inventory - Repossessions 18,061 18,182
Finance receivables, net 906,383 882,764
Accounts payable 34,174 21,379
Contingent Consideration 6,536 3,193
Estimate of Fair Value Measurement [Member] | Nonrecourse [Member]    
Non-recourse notes payable, net 669,900 553,003
Estimate of Fair Value Measurement [Member] | Revolving Credit Facility [Member]    
Revolving line of credit, net $ 107,365 $ 200,819
v3.24.3
Note H - Weighted Average Shares Outstanding - Weighted Average Shares of Common Stock Outstanding (Details) - shares
3 Months Ended 6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Oct. 31, 2024
Oct. 31, 2023
Weighted average shares outstanding-basic (in shares) 8,147,971 6,386,208 7,272,364 6,383,956
Dilutive options and restricted stock (in shares) 144,488 0 151,572 0
Weighted average shares outstanding-diluted (in shares) 8,292,459 6,386,208 7,423,936 6,383,956
Share-Based Payment Arrangement, Option [Member]        
Antidilutive securities (in shares) 662,667 207,500 598,717 447,500
Restricted Stock [Member]        
Antidilutive securities (in shares) 28,395 5,033 21,286 5,033
v3.24.3
Note I - Stock-based Compensation (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Aug. 30, 2022
Aug. 26, 2020
Aug. 29, 2018
Aug. 28, 2018
Aug. 05, 2015
Oct. 31, 2024
Oct. 31, 2024
Oct. 31, 2023
Aug. 27, 2024
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Fair Value             $ 350,000 $ 1,500,000  
Share-based Compensation Arrangement by Share-based Payment Award, Options Exercised Through Net Settlements             30,000    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Reduction in Shares Issued to Satisfy the Exercise Price and Applicable Withholding Taxes             23,507    
Share-based Compensation Arrangement by Share-based Payment Award, Options Exercised Through Net Settlements, Net of Shares to Satisfy the Exercise Price and Applicable Withholding Taxes             6,493    
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value           $ 270,000,000 $ 270,000,000 4,100,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number           408,734 408,734    
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value           $ 270,000,000 $ 270,000,000    
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term             4 years 8 months 12 days    
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price           $ 77.74 $ 77.74    
Share-Based Payment Arrangement, Option [Member]                  
Share-Based Payment Arrangement, Expense             $ 558,000 947,000,000,000  
Share-Based Payment Arrangement, Expense, after Tax             389,000 $ 727,000,000,000  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total           $ 1,500,000 $ 1,500,000    
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition             1 year 8 months 12 days    
Restricted Stock [Member]                  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period             67,279 5,033  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number           248,003 248,003    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value           $ 61.76      
The 2024 Equity Incentive Plan [Member]                  
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized                 500,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant           449,085 449,085    
Restated Option Plan [Member]                  
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized         1,800,000 408,734 408,734    
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant           0 0    
Share-Based Payment Arrangement, Expense             $ 2,700,000 $ 1,700,000  
Share-Based Payment Arrangement, Expense, after Tax             $ 1,900,000 $ 1,300,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized 185,000 200,000 200,000   300,000        
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares           285,433 285,433    
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)             22,281 35,000  
Stock Incentive Plan [Member]                  
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized       450,000          
Share-Based Payment Arrangement, Expense             $ 2,200,000 $ 767,000  
Share-Based Payment Arrangement, Expense, after Tax             1,500,000 $ 589,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized       100,000          
Restated Incentive Plan and 2024 Equity Incentive Plan [Member] | Restricted Stock [Member]                  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total           $ 5,600,000 $ 5,600,000    
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition           2 years 4 months 24 days      
v3.24.3
Note I - Stock-based Compensation - Stock Option Plan Comparison (Details)
3 Months Ended
Oct. 31, 2024
shares
Restated Option Plan [Member]  
Minimum exercise price as a percentage of fair market value at date of grant 100.00%
Last expiration date for outstanding options May 09, 2034
Shares available for grant at October 31, 2024 (in shares) 0
The 2024 Equity Incentive Plan [Member]  
Minimum exercise price as a percentage of fair market value at date of grant 100.00%
Shares available for grant at October 31, 2024 (in shares) 449,085
v3.24.3
Note I - Stock-based Compensation - Options Valuation Assumptions (Details)
6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Expected terms (years) (Year) 4 years 10 months 24 days 5 years 6 months
Risk-free interest rate 5.13% 3.66%
Volatility 60.00% 58.00%
Dividend yield 0.00% 0.00%
v3.24.3
Note I - Stock-based Compensation - Options Exercised (Details) - USD ($)
$ in Thousands
6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Options exercised (in shares) 0 30,000
Cash received from option exercises $ 0 $ 0
Intrinsic value of options exercised $ 0 $ 1,036
v3.24.3
Note J - Common Stock (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended
Oct. 22, 2024
Sep. 20, 2024
Oct. 31, 2024
Oct. 31, 2023
Apr. 30, 2024
Common Stock, Par or Stated Value Per Share (in dollars per share)   $ 0.01 $ 0.01   $ 0.01
Issuance of common stock     $ 73,969 $ 143  
Common Stock, Shares, Outstanding (in shares)     8,253,186   6,394,675
Over-Allotment Option [Member]          
Class of Warrant or Right, Number of Securities Called by Warrants or Rights   255,000      
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture 138,272        
Proceeds from Issuance or Sale of Equity $ 5,600        
Public Offering [Member]          
Stock Issued During Period, Shares, New Issues   1,700,000      
Shares Issued, Price Per Share $ 43 $ 43      
Issuance of common stock   $ 68,200      
v3.24.3
Note K - Commitments and Contingencies (Details Textual) - USD ($)
$ in Millions
6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Operating Lease, Percent of Facilities Leased 87.00%  
Operating Lease, Expense $ 5.2 $ 4.5
Operating Lease, Weighted Average Discount Rate, Percent 4.90%  
Letters of Credit Outstanding, Amount $ 3.9 $ 2.9
Minimum [Member] | Dealership Leases [Member]    
Lessee, Operating Lease, Term of Contract (Year) 3 years  
Maximum [Member] | Dealership Leases [Member]    
Lessee, Operating Lease, Term of Contract (Year) 5 years  
v3.24.3
Note K - Commitments and Contingencies - Future Lease Obligations (Details) - USD ($)
$ in Thousands
Oct. 31, 2024
Apr. 30, 2024
2025 (remaining) $ 5,163  
2026 9,939  
2027 9,310  
2028 8,636  
2029 7,740  
Thereafter 48,650  
Total undiscounted operating lease payments 89,438  
Less: imputed interest (20,382)  
Present value of operating lease liabilities $ 69,056 $ 64,250
v3.24.3
Note L - Supplemental Cash Flow Information - Supplemental Cash Flow Disclosures (Details) - USD ($)
$ in Thousands
6 Months Ended
Oct. 31, 2024
Oct. 31, 2023
Interest paid $ 35,851 $ 30,467
Income taxes (credits) paid, net (2,765) 1,299
Inventory acquired in repossession and accident protection plan claims 57,071 69,679
Net settlement option exercises 0 1,646
Right-of-use assets obtained in exchange for operating lease liabilities 384 0
Right-of-use assets obtained in exchange for operating lease liabilities through acquisitions $ 7,433 $ 0
v3.24.3
Note M - Acquisitions (Details Textual) - USD ($)
Jun. 03, 2024
Oct. 31, 2024
Apr. 30, 2024
Goodwill   $ 22,900,000 $ 14,400,000
Texas Auto Center [Member]      
Business Combination, Consideration Transferred $ 13,500,000    
Contingent Consideration 3,500,000    
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low 0    
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High 15,000,000    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Working Capital 100,000    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory 5,000,000    
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation 7,400,000    
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Right of Use Asset 7,400,000    
Goodwill $ 8,500,000    

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