UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C.  20549

 
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):   February 13, 2014
 
AMERICA’S CAR-MART, INC.
(Exact name of registrant as specified in its charter)
 
Texas
0-14939
63-0851141
(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. Employer Identification No.)

 
802 SE Plaza Avenue, Suite 200, Bentonville, Arkansas 72712
 (Address of principal executive offices, including zip code)
 
(479) 464-9944
(Registrant’s telephone number, including area code)



 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
Item 1.01.
Entry into a Material Definitive Agreement.

On February 13, 2014, America’s Car-Mart, Inc., a Texas corporation (the “Company”), and its subsidiaries, Colonial Auto Finance, Inc., an Arkansas corporation (“Colonial”), America’s Car Mart, Inc., an Arkansas corporation (“ACM”), and Texas Car-Mart, Inc., a Texas corporation (“TCM”), entered into Amendment No. 4 to the Amended and Restated Loan and Security Agreement (“Agreement”), dated as of March 9, 2012, by and among the Company, Colonial, ACM, TCM and a group of lenders.

Amendment No. 4 to the Agreement (the “Amendment”) amends the structure of the debt covenants as related to the application of the fixed charge coverage ratio calculation.  As amended, the fixed charge coverage ratio calculation will be required only if availability, as defined, under the revolving credit facilities is less than certain specified thresholds.  The amendment also increases the allowable capital expenditures to $10 million in the aggregate during any fiscal year and allows for the sale of certain vehicle contracts to third parties.

The description above is a summary and is qualified in its entirety by Amendment No. 4 to the Agreement, which is filed as an exhibit to this report and is incorporated herein by reference.
 
Item 2.02.
Results of Operations and Financial Condition.

On February 18, 2014, America’s Car-Mart, Inc. issued a press release announcing its operating results for the third fiscal quarter ended January 31, 2014. The press release contains certain financial, operating and other information for the period ended January 31, 2014. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2., the information contained in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, as amended. America’s Car-Mart, Inc. undertakes no obligation to update or revise this information.

Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 5.03.
Amendments to Articles of Incorporation and Bylaws; Change in Fiscal Year.

On February 18, 2014, our Board of Directors amended our Amended and Restated Bylaws for the purpose of providing that each Director shall be elected by a majority of votes cast.  The amendment is attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.
 
Item 9.01.
Financial Statements and Exhibits

(d)  Exhibits.

 
3.1
Amendment No. 1 to the Amended and Restated Bylaws of the Company dated February 18, 2014.

 
4.1
Amended and Restated Loan and Security Agreement dated March 9, 2012, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of America N.A., as Administrative Agent, Lead Arranger and Book Manager (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2012).

 
4.2
Amendment No. 1 to Amended and Restated Loan and Security Agreement dated September 20, 2012, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of America N.A., as Administrative Agent, Lead Arranger and Book Manager (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2012).

 
4.3
Amendment No. 2 to Amended and Restated Loan and Security Agreement dated February 4, 2013, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of America N.A., as Administrative Agent, Lead Arranger and Book Manager (Incorporated by reference to Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2013 filed with the SEC on March 1, 2013).

 
4.4
Amendment No. 3 to Amended and Restated Loan and Security Agreement dated June 24, 2013, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of America N.A., as Administrative Agent, Lead Arranger and Book Manager (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2013).

 
4.5
Amendment No. 4 to Amended and Restated Loan and Security Agreement dated February 13, 2014, among America’s Car-Mart, Inc., a Texas corporation, as Parent; Colonial Auto Finance, Inc., an Arkansas corporation, America’s Car Mart, Inc., an Arkansas corporation, and Texas Car-Mart, Inc., a Texas corporation, as Borrowers; and certain financial institutions, as Lenders, with Bank of America N.A., as Administrative Agent, Lead Arranger and Book Manager.

 
99.1
Press release announcing operating results for the third fiscal quarter ended January 31, 2014.
 
 
 
SIGNATURES

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

 
 
America’s Car-Mart, Inc.
     
     
Date:  February  19, 2014
/s/ Jeffrey A. Williams
 
 
Jeffrey A. Williams
 
Chief Financial Officer and Secretary
 
(Principal Financial and Accounting Officer)

EXHIBIT 3.1
 
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS
OF
AMERICA’S CAR-MART, INC.
ADOPTED ON FEBRUARY 18, 2014

RESOLUTION OF THE BOARD OF DIRECTORS OF
AMERICA’S CAR-MART, INC.


WHEREAS , the board of directors (the “Board”) deems it desirable and in the best interests of America’s Car-Mart, Inc. (the “Corporation”) that the Amended and Restated Bylaws be amended, for the purpose of providing that each Director shall be elected by a majority of votes cast, on terms and conditions as set out below.

NOW, THEREFORE , it is hereby:

RESOLVED , that the following language shall be adopted and shall replace in its entirety Article II, Section 1 of the Amended and Restated Bylaws adopted on December 4, 2007:


ARTICLE II.

ANNUAL MEETINGS OF SHAREHOLDERS

Section 1.                      All meetings of the shareholders for the election of directors shall be held at such place and at such time and date as may be fixed from time to time by the Board of Directors.  Said meetings may be held either within or without the State of Texas as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.  At such meetings, the shareholders shall elect a Board of Directors, in the manner hereinafter provided in Article V, and transact such other business as may properly be brought before the meeting.



RESOLVED , that the following language shall be adopted and shall replace in its entirety Article V of the Amended and Restated Bylaws adopted on December 4, 2007:

ARTICLE V.

DIRECTORS
 
Section 1.                      The Board of Directors shall consist of not less than three (3) nor more than fifteen (15) members, the precise number to be fixed by resolution of the Board of Directors from time to time. The number of directors may be increased to more than fifteen or decreased to less than three (but in no event less than one) from time to time by amendment to these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.  Directors
 
 
Page 1 of 4
 
need not be residents of the State of Texas nor shareholders of the corporation. The directors, other than the first Board of Directors, shall be elected at the annual meeting of the shareholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first Board of Directors shall hold office until the first annual meeting of shareholders.
 
Section 2.                      Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of shareholders (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.  Nominations by shareholders shall be made pursuant to timely notice in writing to the Secretary of the corporation.  No nomination by a stockholder of the corporation will be submitted to stockholder vote at an annual meeting of stockholders unless the Secretary of the corporation has received written notice of the nomination on or prior to the date which is sixty (60) days prior to the first anniversary of the date on which the corporation first mailed its proxy materials for the prior year's annual stockholders' meeting. Such shareholder's notice shall include the following:
 
(1)           the name and address of the nominating stockholder;
 
(2)           a representation that the stockholder is a stockholder of the corporation and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;
 
(3)           such information regarding each nominee as would have been required to be included in a proxy statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (or pursuant to any successor act or regulation) had proxies been solicited with respect to such nominee by the Board;
 
(4)           a description of all arrangements or understandings among the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder;
 
(5)           the written consent of each nominee to serve as a director of the corporation if so elected; and
 
(6)           such other information as may be required by any applicable law or regulation.
 
At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee.  No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in these Bylaws. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.
 
 
Page 2 of 4
 
Section 3.                      Each director shall be elected by the vote of the majority of the votes cast with respect to that director at any meeting of shareholders for the election of directors at which a quorum is present, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.  For purposes of clarity, it is stated that the provisions of the foregoing sentence do not apply to vacancies and newly created directorships filled by a vote of the board of directors under these Bylaws.  For purposes of this section, a majority of the votes cast means that the number of shares voted “for” a director must exceed 50% of the votes cast with respect to that director.  If a nominee who already serves as a director is not elected, the director shall offer to tender his resignation to the board of directors.  The Nominating Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken.  The Board of Directors will act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results by filing a Form 8-K with the Securities and Exchange Commission.  The director who tenders his resignation will not participate in the Board of Directors’ decision with respect to his or her offer to tender resignation.  However, if each member of the Nominating Committee does not receive a majority of the votes cast, then the independent directors who did receive a majority vote shall appoint a committee among themselves to consider the resignation offers and recommend to the Board of Directors whether to accept them.  If no independent directors receive a majority vote, all directors may participate in the action regarding whether to accept or reject the resignation offers.  If any director’s resignation offer is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting and his successor is duly elected and qualified, or until the director’s earlier death, resignation, or removal.  If a director’s resignation offer is accepted by the Board of Directors pursuant to this Section 3 of Article V, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 4 of this Article V or may decrease the size of the Board of Directors pursuant to Section 1 of this Article V.
 
Section 4.                      Any vacancy occurring in the Board of Directors may be filled in accordance with Section 5 of this Article V or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.
 
Section 5.                      Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.  A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.  Any directorship to be filled by reason of an increase in the number of directors may also be filled by the Board of Directors for a term of office until the next election of directors by shareholders; provided no more than two directorships may be so filled during a period between any two successive annual meetings of shareholders.
 
Section 6.                      Notwithstanding Sections 4 and 5 of this Article V, whenever the holders of any class or series of shares are entitled to elect one or more directors by the provisions of the
 
 
Page 3 of 4
 
Articles of Incorporation, any vacancies in such directorships and any newly created directorships of such class or series to be filled by reason of an increase in the number of such directors may be filled by the affirmative vote of a majority of the directors elected by such class or series then in office or by a sole remaining director so elected, or by the vote of the holders of the outstanding shares of such class or series, and such directorships shall not in any case be filled by the vote of the remaining directors or the holders of the outstanding shares as a whole unless otherwise provided in the Articles of Incorporation.
 
Section 7.                      The business affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.
 
Section 8.                      The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Texas, at such place or places as they may from time to time determine.
 
Section 9.                      The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation at as directors, officers or otherwise.
 



DATED as of February 18, 2014
 
 
/s/ J. David Simmons
J. David Simmons,
Lead Director
 
 

ATTEST:

/s/  Jeffrey A. Williams
Jeffrey A. Williams
Secretary


Page 4 of 4
EXHIBIT 4.5
 

AMENDMENT NO. 4 TO
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT

This AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“ Amendment ”) is dated as of February 13, 2014 and is entered into by and among AMERICA’S CAR-MART, INC. , a Texas corporation (“ Parent ”), COLONIAL AUTO FINANCE, INC. , an Arkansas corporation (“ Colonial ”), AMERICA’S CAR MART, INC. , an Arkansas corporation (“ACM”), TEXAS CAR-MART, INC. , a Texas corporation (“ TCM ”)(each of Colonial, ACM and TCM, a “ Borrower ”, and collectively, “ Borrowers ”), the financial institutions party to the Loan Agreement (as hereinafter defined) as lenders (collectively, “ Lenders ”), BANK OF AMERICA, N.A., , as administrative agent for the Lenders (“ Agent ”) and lead arranger and book manager for the Lenders.  All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Loan Agreement (as hereinafter defined).

WITNESSETH
 
WHEREAS, Parent, Borrowers, Lenders and Agent have entered into that certain Amended and Restated Loan and Security Agreement dated as of March 9, 2012 (as previously amended, amended and restated, modified, supplemented or renewed, the “ Loan Agreement ”);
 
WHEREAS, Parent, Borrowers, Lenders and Agent have agreed to amend the Loan Agreement subject to the terms and conditions stated herein; and
 
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lenders, Agent, Parent and Borrowers hereby agree as follows:
 
I.   Amendments to the Loan Agreement .
 
A.   The definition of “ Covenant Trigger Event ” is hereby added to Section 1.1 of the Loan Agreement as follows:
 
Covenant Trigger Event : the occurrence of (a) the sum of (i) the amount under clause (b) of the Colonial Borrowing Base minus the principal balance of all Colonial Revolver Loans, and (ii) the amount of the ACM-TCM Borrowing Base minus the principal balance of all ACM-TCM Revolver Loans, is less than 30% of the sum of (y) the amount under clause (b) of the Colonial Borrowing Base, and (z) the amount of the ACM-TCM Borrowing Base or (b) the sum of the Colonial Availability and ACM-TCM Availability is less than 10% of the aggregate Revolver Commitments.
 
B.   The definition of “ Applicable Margin ”  as set forth in Section 1.1 of the Loan Agreement is hereby amended by adding the following to the end of such definition:
 
 
1
 
In addition to the determination of the margins as set forth above, if any financial statements delivered to Agent reflect that Fixed Charge Coverage Ratio is less than 1.10:1.00, the Applicable Margin in effect shall be increased by 0.50% effective on the first day of the calendar month following delivery of such financial statements and continuing until a subsequent financial statements and compliance certificate are delivered as set forth above, reflecting a Fixed Charge Coverage Ratio equal to or in excess of 1.10:1.00.
 
C.   The definition of “ Repossession Percent ”  as set forth in Section 1.1 of the Loan Agreement is hereby amended by adding the following to the end of such definition:
 
Repossession Percent : the percent equal to (a) the sum of the repossession value of all Vehicles which any Borrower has repossessed in the last 2 months and which, as of the last day of the 2-month period then ending, was reflected as assets on any Borrower’s books divided by (b) the sum of the Colonial Net Balances owing under all Vehicle Contracts at the end of each of the last 2 months.
 
D.   Section 10.2.3 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
 
10.2.3            Capital Expenditures .  Make Capital Expenditures in excess of $10,000,000 in the aggregate during any Fiscal Year without the prior written consent of Agent and Required Lenders.
 
E.   Section 10.3.2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
 
10.3.2            Fixed Charge Coverage Ratio .  Maintain a Fixed Charge Coverage Ratio of at least 1.10:1.00, measured on a trailing 6 month basis as of the end of each month ending during or immediately before the occurrence of a Covenant Trigger Event.
 
II.   Consent to Sale of Assets .
 
A.   ACM has informed Agent and Lenders that it intends to enter into various Asset Dispositions whereby certain Vehicle Contracts will be transferred to third parties from time to time (each such sale is referred to as a “ Vehicle Contract Sale ”).  As such Vehicle Contract Sales are prohibited by Sections 10.2.6 and 10.2.25 of the Loan Agreement, Borrowers have requested that Agent and Lenders consent to such Asset Dispositions.  Agent and Lenders hereby consent to each such Vehicle Contract Sale so long as:
 
1.   immediately before and after giving effect to each such Vehicle Contract Sale, no Default or Event of Default exists,
 
 
2
 
2.   each Vehicle Contract disposed pursuant to a Vehicle Contract Sale is not an Eligible Vehicle Contract as a result of the original term of the Vehicle Contract being in excess of 42 months,
 
3.   the cash consideration received by ACM for each Vehicle Contract disposed pursuant to a Vehicle Contract Sale is equal to or greater than ACM’s investment plus costs with respect to such Contract and such cash consideration is paid to ACM in full promptly after the consummation of such sale,
 
4.   each Vehicle Contract Sale is non-recourse to Borrowers or their Affiliates except for ACM’s repurchase obligations set forth in the documents evidencing the applicable Vehicle Contract Sale which is to be exercised solely with respect to Vehicle Contracts which do not satisfy the representations and warranties set forth in the documents evidencing the applicable Vehicle Contract Sale, and
 
5.   the aggregate consideration for all Vehicle Contract disposed pursuant to a Vehicle Contract Sale during any month shall not exceed $500,000 per month or such greater amount as may be approved by Agent.
 
B.   The limited consent set forth herein shall be limited precisely as written and shall not be deemed to be (a) a waiver or modification of any other term or condition of the Loan Agreement or (b) prejudice any right or remedy which Agent or any Lender may now or in the future have under or in connection with the Loan Agreement.
 
III.   Conditions .  The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
 
A.   Amendment .  Fully executed copies of this Amendment signed by Parent, Borrowers and Lenders shall have been delivered to Agent.
 
B.   Other Documents .  Borrowers shall have executed and delivered to Agent such other documents and instruments as Agent may reasonably require.
 
IV.   Miscellaneous .
 
A.   Survival of Representations and Warranties .  All representations and warranties made in the Loan Agreement or any other document or documents relating thereto, including, without limitation, any Loan Document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Agent or the Lenders shall affect the representations and warranties or the right of Agent or the Lenders to rely thereon.
 
B.   Reference to Loan Agreement .  The Loan Agreement, each of the Loan Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof, or pursuant to the terms of the Loan Agreement as amended hereby, are hereby amended so that any reference therein to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.
 
 
3
 
C.   Loan Agreement Remains in Effect .  The Loan Agreement and the Loan Documents, as amended hereby, remain in full force and effect and Parent and each Borrower ratifies and confirms its agreements and covenants contained therein.  Parent and each Borrower hereby confirms that to the best of its knowledge no Event of Default or Default exists.
 
D.   Severability .  Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
 
E.   Counterparts .  This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.
 
F.   Headings .  The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
 
G.   NO ORAL AGREEMENTS .  THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN LENDERS, AGENT AND BORROWERS AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN AGENT, LENDERS AND BORROWERS.
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
 
 
 
4
 
IN WITNESS WHEREOF, the parties have executed this Amendment under seal on the date first written above.
 
 
 
BORROWERS :
     
 
COLONIAL AUTO FINANCE, INC .,
an Arkansas corporation
     
     
 
By:
/s/ Jeffrey A. Williams
 
Name:
Jeffrey A. Williams
 
Title:
Secretary
     
     
 
AMERICA’S CAR MART, INC .,
an Arkansas corporation
     
     
 
By:
/s/ Jeffrey A. Williams
 
Name:
Jeffrey A. Williams
 
Title:
Secretary
     
     
 
TEXAS CAR-MART, INC.,
a Texas corporation
     
     
 
By:
/s/ Jeffrey A. Williams
 
Name:
Jeffrey A. Williams
 
Title:
Secretary
 
 
[Signatures continue on the following page.]
 
 
 
Signature Page to Amendment No.4 to Amended and Restated Loan and Security Agreement
 
 
PARENT :
     
 
AMERICA’S CAR-MART, INC. ,
a Texas corporation
     
     
 
By:
/s/ Jeffrey A. Williams
 
Name:
Jeffrey A. Williams
 
Title:
Secretary
 
 
[Signatures continue on the following page.]
 
 
 
 
 

 
 
Signature Page to Amendment No.4 to Amended and Restated Loan and Security Agreement
 
 
AGENT AND LENDERS :
     
 
BANK OF AMERICA, N.A.,
as Agent and Lender
     
     
 
By:
/s/ Carlos Gil
 
Name:
Carlos Gil
 
Title:
Senior Vice President
 
 
[Signatures continue on the following page.]
 

 
 
 
 
 
 
Signature Page to Amendment No.4 to Amended and Restated Loan and Security Agreement
 
 
BOKF, NA D/B/A BANK OF ARKANSAS,
as Lender
     
     
 
By:
/s/ Jacob Hudson
 
Name:
Jacob Hudson
 
Title:
Vice President
 
 
[Signatures continue on the following page.]
 
 
 
 
 
 
 
 
Signature Page to Amendment No.4 to Amended and Restated Loan and Security Agreement
 
 
FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
as Lender
     
     
 
By:
/s/ Mike Sawyer
 
Name:
Mike Sawyer
 
Title:
Vice President
 

[Signatures continue on the following page.]
 
 
 
 
 
 
 
 
Signature Page to Amendment No.4 to Amended and Restated Loan and Security Agreement
 
 
ARVEST BANK,
as Lender
     
     
 
By:
/s/ Robert Bresnahan
 
Name:
Robert Bresnahan
 
Title:
AVP
 
 
[Signatures continue on the following page.]
 
 

 
 
 
 
 
Signature Page to Amendment No.4 to Amended and Restated Loan and Security Agreement
 
 
COMMERCE BANK,
as Lender
     
     
 
By:
/s/ R. David Emley, Jr.
 
Name:
R. David Emley, Jr.
 
Title:
Vice President
 

 
 

 
 
 
 
 
Signature Page to Amendment No.4 to Amended and Restated Loan and Security Agreement

EXHIBIT 99.1

America's Car-Mart Reports Diluted Earnings per Share of $.16 (Reflects a $4.9 Million, or $.52 per Diluted Share, Non-Cash After-Tax Charge Resulting From an Increase to the Allowance for Credit Losses) on Revenue Increase of 3.1% to $123 Million

BENTONVILLE, Ark., Feb. 18, 2014 (GLOBE NEWSWIRE) -- America's Car-Mart, Inc. (Nasdaq:CRMT) today announced its operating results for the third quarter of fiscal 2014.

Highlights of third quarter operating results:

Highlights of nine month operating results:

"Despite the pressure we are feeling in the current competitive environment, we are continuing to see some good growth. We remain committed to growing our business the right way with the realization that so long as the competition does not share our same focus on customer success, our results could continue to be affected somewhat. There are a lot of good people who are currently signing up on financial arrangements with our competitors for what we believe are impractical terms that are not in their long-term best interest. We will continue to do our very best to set our customers up to succeed so that we will be in a position to earn their repeat business in the future. Anything short of our customers successfully completing the terms of their individual contracts is not acceptable to us and not in line with how we believe this business should operate. Unfortunately, the current environment is contributing to higher levels of charge-offs and we will continue to work hard to reverse these trends," said William H. ("Hank") Henderson, President and Chief Executive Officer of America's Car-Mart.

"We have opened seven new dealerships this year and have four more projects underway that we expect to open between now and the end of our fiscal year. Our new dealerships are performing well and we are excited to be adding great new towns to our footprint. We have added almost 4,400 active accounts and are working hard to make these new customers, and our existing customers, fans for life of America's Car-Mart," added Mr. Henderson.

"Excluding the effect of the increase in the allowance for credit losses, we earned $.68 per diluted share for the quarter. While this is certainly below where we had hoped to be, the decrease can be attributed to the continuing intense competitive environment that we are facing on the funding side coupled with the fact that our customers continue to be under significant pressure due to the persistent negative macro-economic environment. We know we can do better, but the business model is certainly being stress tested by forces outside of our control. We are working hard to continue to grow in a healthy manner so that we are in a good position if conditions change in our favor," said Jeff Williams, Chief Financial Officer of America's Car-Mart. "Because of the stubbornly high net charge-off levels, and our expectation that tough conditions will continue at least over the short-term to mid-term, it was necessary for us to increase our allowance for credit losses to 23.5% from 21.5%. The last time we adjusted our allowance was in April 2012 when we reduced the percentage to 21.5% from 22.0%. Prior to April 2012 the last time an adjustment was made to the allowance was in October 2006 when it was increased to 22% from 19.2%. This non-cash charge will not in any way affect our efforts to help our customers succeed, and our cash on cash returns continue to be very attractive even with higher charge-off levels. We are focused on maximizing efficiencies on the operating expense side of the business and are committed to always being the lowest cost operator."

"Our debt to equity was 54.3% and our debt to finance receivables was 28.5% at the end of the quarter. We are committed to maintaining a conservative balance sheet," added Mr. Williams. "We repurchased 200,000 shares of our common stock during the quarter or about 2.2% of the outstanding shares. Since February 1, 2010 we have repurchased 3.1 million shares or 27% of the company. We will continue to stay focused on cash on cash returns and aggressive expense management. We believe in the long-term value of our company and will continue to invest in the repurchase program when we believe favorable conditions exist. Our first priority for capital allocation will continue to be to support the healthy growth of the business."

Conference Call

Management will be holding a conference call on Wednesday, February 19, 2014 at 11:00 a.m. Eastern Time to discuss third quarter results. A live audio of the conference call will be accessible to the public by calling (877) 776-4031. International callers dial (631) 291-4132. Callers should dial in approximately 10 minutes before the call begins. A conference call replay will be available one hour following the call for thirty days and can be accessed by calling (855) 859-2056 (domestic) or (404) 537-3406 (international), conference call ID # 59350030.

About America's Car-Mart

America's Car-Mart, Inc. (the "Company") operates 131 automotive dealerships in ten states and 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 emphasizes superior customer service and the building of strong personal relationships with its customers. The Company operates its dealerships primarily in small cities throughout the South-Central United States selling quality used vehicles and providing financing for substantially all of its customers. For more information, including investor presentations, on America's Car-Mart, please visit our website at www.car-mart.com.

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

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, but are not limited to:

Additionally, risks and uncertainties that may affect future results include those described from time to time in the Company's SEC filings. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

America's Car-Mart, Inc.
Consolidated Results of Operations
(Operating Statement Dollars in Thousands)
      % Change As a % of Sales
  Three Months Ended 2014 Three Months Ended
  January 31, vs. January 31,
  2014 2013 2013 2014 2013
Operating Data:          
Retail units sold  10,735  10,403  3.2%    
Average number of stores in operation  129  118  9.3    
Average retail units sold per store per month  27.7  29.4  (5.8)    
Average retail sales price  $ 9,739  $ 9,797  (0.6)    
Same store revenue growth (2.8)% 8.8%      
Net charge-offs as a percent of average Finance Receivables 6.7% 5.7%      
Collections as a percent of average Finance Receivables 13.3% 13.4%      
Average percentage of Finance Receivables-Current (excl. 1-2 day) 79.3% 80.5%      
Average down-payment percentage 4.0% 3.9%      
           
Period End Data:          
Stores open  130  120  8.3%    
Accounts over 30 days past due 5.8% 6.0%      
Finance Receivables, gross  $ 400,651  $ 363,918  10.1%    
           
Operating Statement:          
Revenues:          
Sales  $ 108,400  $ 106,215  2.1%  100.0%  100.0%
Interest income  14,188  12,707  11.7  13.1  12.0
Total  122,588  118,922  3.1  113.1  112.0
           
Costs and expenses:          
Cost of sales  62,092  60,941  1.9  57.3  57.4
Selling, general and administrative  19,650  18,775  4.7  18.1  17.7
Provision for credit losses  36,776  25,189  46.0  33.9  23.7
Interest expense  779  795  (2.0)  0.7  0.7
Depreciation and amortization  835  712  17.3  0.8  0.7
Loss on Disposal of Property and Equipment  37  --   --   --   -- 
Total  120,169  106,412  12.9  110.9  100.2
           
Income before taxes  2,419  12,510    2.2  11.8
           
Provision for income taxes  949  4,530    0.9  4.3
           
Net income  $ 1,470  $ 7,980    1.4  7.5
           
Dividends on subsidiary preferred stock   $ (10)  $ (10)      
           
Net income attributable to common shareholders  $ 1,460  $ 7,970      
           
Earnings per share:          
Basic  $ 0.16  $ 0.88      
Diluted  $ 0.16  $ 0.84      
           
           
Weighted average number of shares outstanding:          
Basic  8,917,826  9,017,613      
Diluted  9,370,635  9,451,473      
           
America's Car-Mart, Inc. 
Consolidated Results of Operations 
(Operating Statement Dollars in Thousands)
      % Change As a % of Sales
  Nine Months Ended 2014 Nine Months Ended
   January 31, vs.  January 31,
  2014 2013 2013 2014 2013
Operating Data:          
Retail units sold  31,986  29,970  6.7%    
Average number of stores in operation  127  116  9.5    
Average retail units sold per store per month  28.0  28.7  (2.4)    
Average retail sales price  $ 9,762  $ 9,635  1.3    
Same store revenue growth 1.8% 2.8%      
Net charge-offs as a percent of average Finance Receivables 19.8% 18.1%      
Collections as a percent of average Finance Receivables 40.5% 42.8%      
Average percentage of Finance Receivables-Current (excl. 1-2 day) 80.5% 81.5%      
Average down-payment percentage 5.6% 5.8%      
           
Period End Data:          
Stores open  130  120  8.3%    
Accounts over 30 days past due 5.8% 6.0%      
Finance Receivables, gross  $ 400,651  $ 363,918  10.1%    
           
Operating Statement:          
Revenues:          
Sales  $ 325,314  $ 302,706  7.5%  100.0%  100.0%
Interest income  41,249  36,435  13.2  12.7  12.0
Total  366,563  339,141  8.1  112.7  112.0
           
Costs and expenses:          
Cost of sales  187,537  173,330  8.2  57.6  57.3
Selling, general and administrative  59,045  53,982  9.4  18.2  17.8
Provision for credit losses  91,602  70,499  29.9  28.2  23.3
Interest expense  2,291  2,156  6.3  0.7  0.7
Depreciation and amortization  2,407  2,070  16.3  0.7  0.7
Loss on Disposal of Property and Equipment  76  --   --   --   -- 
Total  342,958  302,037  13.5  105.4  99.8
           
Income before taxes  23,605  37,104    7.3  12.3
           
Provision for income taxes  8,789  13,728    2.7  4.5
           
Net income  $ 14,816  $ 23,376    4.6  7.7
           
Dividends on subsidiary preferred stock   $ (30)  $ (30)      
           
Net income attributable to common shareholders  $ 14,786  $ 23,346      
           
Earnings per share:          
Basic  $ 1.65  $ 2.55      
Diluted  $ 1.56  $ 2.43      
           
           
Weighted average number of shares outstanding:          
Basic  8,984,958  9,142,296      
Diluted  9,449,380  9,593,854      
     
America's Car-Mart, Inc.
Consolidated Balance Sheet and Other Data
(Dollars in Thousands)
  January 31,  April 30,
  2014 2013
     
Cash and cash equivalents  $ 256  $ 272
Finance receivables, net  $ 309,709  $ 288,049
Inventory  $ 34,242  $ 32,827
Total assets  $ 382,831  $ 358,265
Total debt  $ 114,339  $ 99,563
Treasury stock  $ 103,286  $ 94,547
Stockholders' equity  $ 210,453  $ 202,268
Shares outstanding  8,845,320  9,023,290
     
     
     
Finance receivables:    
Principal balance  $ 400,651  $ 363,394
Deferred revenue - payment protection plan  (13,664)  (12,910)
Allowance for credit losses  (90,942)  (75,345)
     
Finance receivables, net of allowance and deferred revenue  $ 296,045  $ 275,139
     
     
Allowance as % of principal balance 23.50% 21.50%
     
     
     
Changes in allowance for credit losses:    
  Nine Months
  Ended January 31, 
  2014 2013
Balance at beginning of period  $ 75,345  $ 65,831
Provision for credit losses  91,602  70,499
Charge-offs, net of collateral recovered  (76,005)  (60,764)
Balance at end of period  $ 90,942  $ 75,566 
CONTACT: William H. ("Hank") Henderson, CEO at (479) 464-9944 or
         Jeffrey A. Williams, CFO at (479) 418-8021