x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the fiscal quarter ended:
|
Commission
file number:
|
October 31
,
2007
|
0-14939
|
Texas
|
63-0851141
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
Large
accelerated filer
o
|
Accelerated
filer
ý
|
Non-accelerated
filer
o
|
Outstanding
at
|
|
Title
of Each Class
|
December
7, 2007
|
Common
stock, par value $.01 per share
|
11,878,463
|
Item 1. Financial Statements |
America’s
Car-Mart, Inc.
|
October
31, 2007
|
||||||||
(unaudited)
|
April
30, 2007
|
|||||||
Assets:
|
||||||||
Cash
and cash equivalents
|
$ |
375
|
$ |
257
|
||||
Accrued
interest on finance receivables
|
820
|
694
|
||||||
Finance
receivables, net
|
148,896
|
139,194
|
||||||
Inventory
|
13,553
|
13,682
|
||||||
Prepaid
expenses and other assets
|
721
|
600
|
||||||
Income
taxes receivable
|
2,783
|
1,933
|
||||||
Goodwill
|
355
|
355
|
||||||
Property
and equipment, net
|
17,792
|
16,883
|
||||||
$ |
185,295
|
$ |
173,598
|
Consolidated Statements of Operations |
America’s
Car-Mart, Inc.
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
October
31,
|
October
31,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Revenues:
|
||||||||||||||||
Sales
|
$ |
62,228
|
$ |
53,669
|
$ |
115,091
|
$ |
110,007
|
||||||||
Interest
and other income
|
6,015
|
5,870
|
11,859
|
11,723
|
||||||||||||
68,243
|
59,539
|
126,950
|
121,730
|
|||||||||||||
Costs
and expenses:
|
||||||||||||||||
Cost
of sales
|
36,028
|
31,140
|
67,566
|
62,476
|
||||||||||||
Selling,
general and administrative
|
11,630
|
10,446
|
22,825
|
20,916
|
||||||||||||
Provision
for credit losses
|
14,232
|
19,848
|
25,751
|
32,504
|
||||||||||||
Interest
expense
|
820
|
927
|
1,630
|
1,829
|
||||||||||||
Depreciation
and amortization
|
278
|
239
|
552
|
470
|
||||||||||||
62,988
|
62,600
|
118,324
|
118,195
|
|||||||||||||
Income
(loss) before taxes
|
5,255
|
(3,061 | ) |
8,626
|
3,535
|
|||||||||||
Provision
for income taxes
|
1,789
|
(1,133 | ) |
3,019
|
1,308
|
|||||||||||
Net
income (loss)
|
$ |
3,466
|
$ | (1,928 | ) | $ |
5,607
|
$ |
2,227
|
|||||||
Earnings
(loss) per share:
|
||||||||||||||||
Basic
|
$ |
.29
|
$ | (.16 | ) | $ |
.47
|
$ |
.19
|
|||||||
Diluted
|
$ |
.29
|
$ | (.16 | ) | $ |
.47
|
$ |
.19
|
|||||||
Weighted
average number of shares outstanding:
|
||||||||||||||||
Basic
|
11,878,273
|
11,844,101
|
11,877,027
|
11,847,449
|
||||||||||||
Diluted
|
11,961,639
|
11,844,101
|
11,964,665
|
11,969,592
|
||||||||||||
Consolidated Statements of Cash Flows |
America’s
Car-Mart, Inc.
|
Six
Months Ended
|
|||||||||
October
31,
|
|||||||||
2007
|
2006
|
||||||||
Operating
activities:
|
|||||||||
Net
income
|
$ |
5,607
|
$ |
2,227
|
|||||
Adjustments
to reconcile income from operations to net cash provided by (used
in)
operating activities:
|
|||||||||
Provision
for credit losses
|
25,751
|
32,504
|
|||||||
Depreciation
and amortization
|
552
|
470
|
|||||||
Loss
on sale of property and equipment
|
(2 | ) |
-
|
||||||
Share
based compensation
|
408
|
343
|
|||||||
Deferred
income taxes
|
2,531
|
(1,358 | ) | ||||||
Changes
in operating assets and liabilities:
|
|||||||||
Finance
receivable originations
|
(106,192 | ) | (100,846 | ) | |||||
Finance
receivable collections
|
61,498
|
60,735
|
|||||||
Accrued
interest on finance receivables
|
(126 | ) | (62 | ) | |||||
Inventory
|
9,372
|
6,038
|
|||||||
Prepaid
expenses and other assets
|
(121 | ) | (152 | ) | |||||
Change
in deferred payment protection plan revenue
|
3,595
|
-
|
|||||||
Accounts
payable and accrued liabilities
|
1,125
|
(1,562 | ) | ||||||
Income
taxes receivable
|
(850 | ) | (1,876 | ) | |||||
Net
cash provided by (used in) operating activities
|
3,148
|
(3,539 | ) | ||||||
Investing
activities:
|
|||||||||
Purchase
of property and equipment
|
(1,518 | ) | (1,299 | ) | |||||
Proceeds
from sale of property and equipment
|
59
|
31
|
|||||||
Payment
for businesses acquired
|
-
|
(460 | ) | ||||||
Net
cash used in investing activities
|
(1,459 | ) | (1,728 | ) | |||||
Financing
activities:
|
|||||||||
Exercise
of stock options and warrants
|
-
|
164
|
|||||||
Issuance
of common stock
|
43
|
-
|
|||||||
Purchase
of common stock
|
-
|
(454 | ) | ||||||
Change
in cash overdrafts
|
1,881
|
(5 | ) | ||||||
Proceeds
from notes payable
|
-
|
11,200
|
|||||||
Principal
payments on notes payable
|
(361 | ) | (308 | ) | |||||
Proceeds
from revolving credit facilities
|
31,889
|
26,104
|
|||||||
Payments
on revolving credit facilities
|
(35,023 | ) | (31,651 | ) | |||||
Net
cash provided by (used in) financing activities
|
(1,571 | ) |
5,050
|
||||||
Increase
(decrease) in cash and cash equivalents
|
118
|
(217 | ) | ||||||
Cash
and cash equivalents at:
Beginning
of period
|
257
|
255
|
|||||||
End of period
|
$ |
375
|
$ |
38
|
Notes to Consolidated Financial Statements (Unaudited) |
America’s
Car-Mart,
Inc
.
|
Furniture,
fixtures and equipment
|
3
to 7 years
|
Leasehold
improvements
|
5
to 15 years
|
Buildings
and improvements
|
18
to 39 years
|
October
31
,
200
7
|
October
31
,
200
6
|
||
Expected
term (years)
|
6.9
|
5.0
|
|
Risk-free
interest rate
|
4.40%
|
5.11%
|
|
Volatility
|
80%
|
60%
|
|
Dividend
yield
|
—
|
—
|
|
|||||
Plan
|
|||||
1997
|
2007
|
||||
Minimum
exercise price as a percentage of fair market value at date of
grant
|
100%
|
100%
|
|||
Last
expiration date for outstanding options
|
July
2, 2017
|
October
16, 2017
|
|||
Shares
available for grant at October 31, 2007
|
0
|
640,000
|
|
|
Weighted
|
|
|
Weighted
|
Average
|
|
|
Average
|
Remaining
|
|
Shares
|
Exercise
|
Contractual
|
|
Price
|
Life
|
||
Outstanding
at beginning of period
|
274,545
|
$10.59
|
50.3
Months
|
Granted
|
375,000
|
$11.96
|
119.5
Months
|
Exercised
|
-
|
-
|
--
|
Outstanding
at end of period
|
649,545
|
$11.38
|
87.7
Months
|
October
31,
|
April
30,
|
|||||||
(In
thousands)
|
2007
|
2007
|
||||||
Gross
contract amount
|
$ |
212,043
|
$ |
199,677
|
||||
Unearned
finance charges
|
(22,096 | ) | (21,158 | ) | ||||
Principal
balance
|
189,947
|
178,519
|
||||||
Less
allowance for credit losses
|
(41,051 | ) | (39,325 | ) | ||||
$ |
148,896
|
$ |
139,194
|
Six
Months Ended
October
31,
|
||||||||
((In
thousands)
|
200
7
|
200
6
|
||||||
Balance
at beginning of
period
|
$ |
139,194
|
$ |
149,379
|
||||
Finance
receivable
originations
|
106,192
|
100,846
|
||||||
Finance
receivables from
acquisition of business
|
-
|
353
|
||||||
Finance
receivable
collections
|
(61,498 | ) | (60,735 | ) | ||||
Provision
for credit
losses
|
(25,751 | ) | (32,504 | ) | ||||
Inventory
acquired in
repossession
|
(9,241 | ) | (9,827 | ) | ||||
Balance
at end of
period
|
$ |
148,896
|
$ |
147,512
|
Six
Months Ended
October
31,
|
||||||||
(In
thousands)
|
200
7
|
200
6
|
||||||
Balance
at beginning of
period
|
$ |
39,325
|
$ |
35,864
|
||||
Provision
for credit
losses
|
25,751
|
32,504
|
||||||
Net
charge-offs
|
(23,983 | ) | (26,403 | ) | ||||
Allowance
related to business
acquisition, net change
|
(42 | ) |
143
|
|||||
Balance
at end of
period
|
$ |
41,051
|
$ |
42,108
|
October
31,
|
April
30,
|
|||||||
(In
thousands)
|
2007
|
2007
|
||||||
Land
|
$ |
5,740
|
$ |
5,221
|
||||
Buildings
and improvements
|
6,106
|
5,890
|
||||||
Furniture,
fixtures and equipment
|
4,130
|
4,000
|
||||||
Leasehold
improvements
|
5,169
|
4,588
|
||||||
Less
accumulated depreciation and amortization
|
(3,353 | ) | (2,816 | ) | ||||
$ |
17,792
|
$ |
16,883
|
October
31,
|
April
30,
|
|||||||
(In
thousands)
|
2007
|
2007
|
||||||
Compensation
|
$ |
2,563
|
$ |
1,970
|
||||
Deferred
service contract revenue
|
2,039
|
1,812
|
||||||
Cash
Overdraft
|
1,881
|
-
|
||||||
Deferred
sales tax
|
911
|
928
|
||||||
Subsidiary
redeemable preferred stock
|
500
|
500
|
||||||
Interest
|
263
|
286
|
||||||
Other
|
785
|
737
|
||||||
$ |
8,942
|
$ |
6,233
|
Revolving
Credit Facilities
|
||||||||||||
Lender
|
Total
Facility
Amount
|
Interest
Rate
|
Maturity
|
Balance
at
October
31, 2007
|
Balance
at
April
30, 2007
|
|||||||
Bank
of Oklahoma
|
$50.0
million
|
Prime
+/-
|
April
2009
|
$27,177,026
|
$30,311,142
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
October
31,
|
October
31,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Weighted
average shares outstanding-basic
|
11,878,273
|
11,844,101
|
11,877,027
|
11,847,449
|
||||||||||||
Dilutive
options and warrants
|
83,366
|
-
|
87,638
|
122,143
|
||||||||||||
Weighted
average shares outstanding-diluted
|
11,961,639
|
11,844,101
|
11,964,665
|
11,969,592
|
||||||||||||
Antidilutive
securities not included:
|
||||||||||||||||
Options
and warrants
|
185,859
|
99,750
|
139,543
|
97,875
|
||||||||||||
Restricted
stock
|
50,971
|
57,500
|
45,319
|
57,500
|
Six
Months Ended
|
||||||||
October
31,
|
||||||||
(In
thousands)
|
2007
|
2006
|
||||||
Supplemental
disclosures:
|
||||||||
Interest
paid
|
$ |
1,652
|
$ |
1,831
|
||||
Income
taxes paid, net
|
1,339
|
3,377
|
||||||
Non-cash
transactions:
|
||||||||
Inventory
acquired in repossession
|
9,241
|
9,827
|
||||||
|
%
Change
|
As
a % of Sales
|
||||||||||||||||||
Three
Months Ended
|
2007
|
Three
Months Ended
|
||||||||||||||||||
October
31,
|
vs.
|
October
31,
|
||||||||||||||||||
2007
|
2006
|
2006
|
2007
|
2006
|
||||||||||||||||
Revenues:
|
||||||||||||||||||||
Sales
|
62,228
|
$ |
53,669
|
15.9 | % | 100.0 | % | 100.0 | % | |||||||||||
Interest
income
|
6,015
|
5,870
|
2.5
|
9.7
|
10.9
|
|||||||||||||||
Total
|
68,243
|
59,539
|
14.6
|
109.7
|
110.9
|
|||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||
Cost
of sales
|
36,028
|
31,140
|
15.7
|
57.9
|
58.0
|
|||||||||||||||
Selling,
general and administrative
|
11,630
|
10,446
|
11.3
|
18.7
|
19.5
|
|||||||||||||||
Provision
for credit losses
|
14,232
|
19,848
|
(28.3 | ) |
22.9
|
37.0
|
||||||||||||||
Interest
expense
|
820
|
927
|
(11.5 | ) |
1.3
|
1.7
|
||||||||||||||
Depreciation
and amortization
|
278
|
239
|
16.3
|
.4
|
.4
|
|||||||||||||||
Total
|
62,988
|
62,600
|
0.6
|
101.2
|
116.6
|
|||||||||||||||
Pretax
(loss) income
|
5,255
|
$ | (3,061 | ) |
8.4
|
(5.7 | ) | |||||||||||||
Operating
Data:
|
||||||||||||||||||||
Retail
units sold
|
6,914
|
6,413
|
||||||||||||||||||
Average
stores in operation
|
93.0
|
89.0
|
||||||||||||||||||
Average
units sold per store/month
|
24.8
|
24.0
|
||||||||||||||||||
Average
retail sales price
|
$ |
8,496
|
$ |
7,957
|
||||||||||||||||
Same
store revenue growth
|
12.3 | % | 1.4 | % | ||||||||||||||||
Period
End Data:
|
||||||||||||||||||||
Stores
open
|
93
|
90
|
||||||||||||||||||
Accounts
over 30 days past due
|
3.8 | % | 5.4 | % |
%
Change
|
As
a % of Sales
|
|||||||||||||||||||
Six
Months Ended
|
2007
|
Six
Months Ended
|
||||||||||||||||||
October
31,
|
vs.
|
October
31,
|
||||||||||||||||||
2007
|
2006
|
2006
|
2007
|
2006
|
||||||||||||||||
Revenues:
|
||||||||||||||||||||
Sales
|
115,091
|
$ |
110,007
|
4.6 | % | 100.0 | % | 100.0 | % | |||||||||||
Interest
income
|
11,859
|
11,723
|
1.2
|
10.3
|
10.7
|
|||||||||||||||
Total
|
126,950
|
121,730
|
4.3
|
110.3
|
110.7
|
|||||||||||||||
Costs
and expenses:
|
||||||||||||||||||||
Cost
of sales
|
67,566
|
62,476
|
8.1
|
58.7
|
56.8
|
|||||||||||||||
Selling,
general and administrative
|
22,825
|
20,916
|
9.1
|
19.8
|
19.0
|
|||||||||||||||
Provision
for credit losses
|
25,751
|
32,504
|
(20.8 | ) |
22.3
|
29.5
|
||||||||||||||
Interest
expense
|
1,630
|
1,829
|
(10.9 | ) |
1.4
|
1.7
|
||||||||||||||
Depreciation
and amortization
|
552
|
470
|
17.4
|
.5
|
.4
|
|||||||||||||||
Total
|
118,324
|
118,195
|
.1
|
102.8
|
107.4
|
|||||||||||||||
Pretax
(loss) income
|
$ |
8,626
|
$ |
3,535
|
7.5 | % | 3.2 | % | ||||||||||||
Operating
Data:
|
||||||||||||||||||||
Retail
units sold
|
12,761
|
13,280
|
||||||||||||||||||
Average
stores in operation
|
92.5
|
88.0
|
||||||||||||||||||
Average
units sold per store/month
|
23.0
|
25.2
|
||||||||||||||||||
Average
retail sales price
|
$ |
8,455
|
$ |
7,934
|
||||||||||||||||
Same
store revenue growth
|
1.6 | % | 2.0 | % | ||||||||||||||||
Period
End Data:
|
||||||||||||||||||||
Stores
open
|
93
|
90
|
||||||||||||||||||
Accounts
over 30 days past due
|
3.8 | % | 5.4 | % |
October 31,
|
April
30,
|
|||||||
2007
|
2007
|
|||||||
Assets:
|
||||||||
Finance
receivables, net
|
$ |
148,896
|
$ |
139,194
|
||||
Inventory
|
13,553
|
13,682
|
||||||
Property
and equipment, net
|
17,792
|
16,883
|
||||||
Liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
11,713
|
8,706
|
||||||
Deferred
payment protection plan revenue
|
3,595
|
-
|
||||||
Debt
facilities
|
37,334
|
40,829
|
Six
Months Ended October 31,
|
||||||||
2007
|
2006
|
|||||||
Operating
activities:
|
||||||||
Net
Income
|
$ |
5,607
|
$ |
2,227
|
||||
Provision
for credit losses
|
25,751
|
32,504
|
||||||
Finance
receivable originations
|
(106,192 | ) | (100,846 | ) | ||||
Finance
receivable collections
|
61,498
|
60,735
|
||||||
Inventory
|
9,372
|
6,038
|
||||||
Accounts
payable and accrued liabilities
|
1,125
|
(1,562 | ) | |||||
Deferred
payment protection plan revenue
|
3,595
|
-
|
||||||
Income
taxes payable
|
(850 | ) | (1,876 | ) | ||||
Deferred
income taxes
|
2,531
|
(1,358 | ) | |||||
Other
|
711
|
599
|
||||||
Total
|
3,148
|
(3,539 | ) | |||||
Investing
activities:
|
||||||||
Purchase
of property and equipment
|
(1,518 | ) | (1,299 | ) | ||||
Sale
of property and equipment
|
59
|
31
|
||||||
Payment
for business acquired
|
-
|
(460 | ) | |||||
Total
|
(1,459 | ) | (1,728 | ) | ||||
Financing
activities:
|
||||||||
Debt
facilities, net
|
(3,495 | ) |
5,345
|
|||||
Change
in cash overdrafts
|
1,881
|
(5 | ) | |||||
Purchase
of common stock
|
-
|
(454 | ) | |||||
Exercise
of stock options and related tax benefits
|
-
|
164
|
||||||
Issuance
of common stock
|
43
|
-
|
||||||
Total
|
(1,571 | ) |
5,050
|
|||||
Increase
(decrease) in Cash
|
$ |
118
|
$ | (217 | ) |
Year
1
|
Year
2
|
|||
Increase
(Decrease)
|
Increase
(Decrease)
|
Increase
(Decrease)
|
||
In
Interest Rates
|
in
Pretax Earnings
|
in
Pretax Earnings
|
||
(in
thousands)
|
(in
thousands)
|
|||
+200
basis points
|
$356
|
$1,441
|
||
+100
basis points
|
178
|
721
|
||
-
100 basis points
|
-178
|
-721
|
||
-
200 basis points
|
-356
|
-1,441
|
|
a)
|
Evaluation
of Disclosure Controls and
Procedures
|
|
|
We
completed an evaluation, under the supervision and with the
participation
of management, including the Chief Executive Officer and Chief
Financial
Officer, of the effectiveness of the design and operation of
our
disclosure controls and procedures pursuant to Exchange Act
Rules
13a-15(e) and 15d-15(e) as of the end of the period covered
by this report
(October 31, 2007). Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded
that our
disclosure controls and procedures are effective to ensure
that
information required to be disclosed by the Company in the
reports that it
files or submits under the Exchange Act is (1) recorded, processed,
summarized and reported within the time periods specified in
applicable
rules and forms, and (2) accumulated and communicated to our
management,
including our Chief Executive Officer and Chief Financial Officer,
to
allow timely discussions regarding required
disclosures.
|
|
b)
|
Changes
in Internal Control Over Financial
Reporting
|
|
|
During
the last fiscal quarter, there have been no changes in
the Company’s
internal controls over financial reporting that have materially
affected,
or are reasonably likely to materially affect the Company’s internal
controls over financial
reporting.
|
Director
|
Votes
For
|
Votes
Withheld
|
|||
William
H. Henderson
|
10,419,142
|
726,758
|
|||
T.J.
Falgout, III
|
10,979,656
|
166,244
|
|||
William
M. Sams
|
10,979,583
|
166,317
|
|||
J.
David Simmons
|
10,368,557
|
777,343
|
|||
Daniel
J. Englander
|
11,098,780
|
47,120
|
|||
William
A. Swanston
|
10,960,328
|
185,572
|
Votes
For
|
Votes
Withheld
|
|
7,180,487
|
1,146,647
|
Votes
For
|
Votes
Withheld
|
|
6,982,508
|
1,344,626
|
Exhibit
Number
|
|
Description
of Exhibit
|
|
3.1
|
Articles
of Incorporation of the Company (formerly SKAI, Inc.), as
amended,
incorporated by reference from the Company’s Registration Statement on
Form S-8 as filed with the Securities and Exchange Commission
on November
16, 2005, File No. 333-129727, exhibits 4.1 through
4.8.
|
*
|
3.2
|
Amended
and Restated Bylaws of the Company dated December 4,
2007.
|
*
|
10.1
|
Employment
Agreement, dated as of May 1, 2007, between the Company and William
H.
Henderson. (This agreement has been redacted pursuant to a
confidential treatment request filed with the Securities and Exchange
Commission on the date hereof.)
|
*
|
10.2
|
Employment
Agreement, dated as of May 1, 2007, between the Company and Eddie
L.
Hight. (This agreement has been redacted pursuant to a
confidential treatment request filed with the Securities and Exchange
Commission on the date hereof.)
|
*
|
10.3
|
Employment
Agreement, dated as of May 1, 2007, between the Company and Jeffrey
A.
Williams. (This agreement has been redacted pursuant to a
confidential treatment request filed with the Securities and Exchange
Commission on the date hereof.)
|
*
|
10.4
|
Amendment
No. 1 to Employment Agreement, effective as of August 27, 2007,
between
the Company and Tilman J. Falgout,
III.
|
|
10.5
|
2007
Stock Option Plan effective August 27, 2007, incorporated by reference
from Appendix A of the Company’s Definitive Proxy Statement on Schedule
14-A as filed with the Securities and Exchange Commission on August
28,
2007.
|
|
10.6
|
Amendment
to Stock Incentive Plan adopted August 27, 2007, incorporated by
reference
from Appendix B of the Company’s Definitive Proxy Statement on Schedule
14A as filed with the Securities and Exchange Commission on August
28,
2007.
|
*
|
10.7
|
Form
of Option Agreement for 2007 Stock Option
Plan.
|
*
|
31.1
|
Rule
13a-14(a) certification.
|
*
|
31.2
|
Rule
13a-14(a) certification.
|
*
|
32.1
|
Section
1350
certification.
|
|
*
Filed herewith.
|
America’s
Car-Mart, Inc.
|
|||
|
By:
|
\s\ William H. Henderson | |
William H. Henderson | |||
Chief Executive Officer | |||
(Principal Executive Officer) |
|
By:
|
\s\ Jeffrey A. Williams | |
Jeffrey A. Williams | |||
Chief Financial Officer and Secretary | |||
(Principal Financial and Accounting Officer) |
3.2
|
Amended
and Restated Bylaws of the Company dated December 4,
2007.
|
10.1
|
Employment
Agreement, dated as of May 1, 2007, between the Company and William
H.
Henderson. (This agreement has been redacted pursuant to a
confidential treatment request filed with the Securities and Exchange
Commission on the date hereof.)
|
10.2
|
Employment
Agreement, dated as of May 1, 2007, between the Company and Eddie
L.
Hight. (This agreement has been redacted pursuant to a
confidential treatment request filed with the Securities and Exchange
Commission on the date hereof.)
|
10.3
|
Employment
Agreement, dated as of May 1, 2007, between the Company and Jeffrey
A.
Williams. (This agreement has been redacted pursuant to a
confidential treatment request filed with the Securities and Exchange
Commission on the date hereof.)
|
10.4
|
Amendment
No. 1 to Employment Agreement, effective as of August 27, 2007,
between
the Company and Tilman J. Falgout,
III.
|
10.7
|
Form
of Option Agreement for 2007 Stock Option
Plan.
|
31.1
|
Rule
13a-14(a) certification.
|
31.2
|
Rule
13a-14(a) certification.
|
32.1
|
Section
1350 certification.
|
(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. |
|
1)
|
“Corporation”
includes any domestic or foreign predecessor entity of the corporation
in
a merger, conversion, or other transaction in which some or all of
the
liabilities of the predecessor are transferred to the corporation
by
operation of law and in any other transaction in which the corporation
assumes the liabilities of the predecessor but does not specifically
exclude liabilities that are the subject matter of this Article
XI.
|
|
(2)
|
“Director”
means any person who is or was a director of the corporation and
any
person who, while a director of the corporation, is or was serving
at the
request of the corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another
foreign or domestic corporation, employee benefit plan, other enterprise,
or other entity.
|
|
(3)
|
“Expenses”
include court costs and attorneys’
fees.
|
|
(4)
|
“Official
capacity” means:
|
|
(a)
|
when
used with respect to a director, the office of director in the
corporation, and
|
|
(b)
|
when
used with respect to a person other than a director, the elective
or
appointive office in the corporation held by the officer or the employment
or agency relationship undertaken by the employee or agent in behalf
of
the corporation, but
|
|
(c)
|
in
both Paragraphs (a) and (b) does not include service for any other
foreign
or domestic corporation or any employee benefit plan, other enterprise,
or
other entity.
|
|
(5)
|
“Proceeding”
means any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, arbitrative, or investigative,
any appeal in such an action, suit, or proceeding, and any inquiry
or
investigation that could lead to such an action, suit, or
proceeding.
|
|
(1)
|
conducted
himself in good faith;
|
|
(2)
|
reasonably
believed:
|
|
(a)
|
in
the case of conduct in his official capacity as a director of the
corporation, that his conduct was in the corporation's best interests;
and
|
|
(b)
|
in
all other cases, that his conduct was at least not opposed to the
corporation's best interests; and
|
|
(3)
|
in
the case of any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful.
|
|
(1)
|
in
which the person is found liable on the basis that personal benefit
was
improperly received by him, whether or not the benefit resulted from
an
action taken in the person's official capacity;
or
|
|
(2)
|
in
which the person is found liable to the
corporation.
|
|
(1)
|
by
a majority vote of the directors who at the time of the vote are
not named
defendants or respondents in the proceeding, regardless of whether
the
directors not named defendants or respondents constitute a
quorum;
|
|
(2)
|
by
a majority vote of a committee of the Board of Directors,
if:
|
|
(a)
|
the
committee is designated by a majority vote of the directors who at
the
time of the vote are not named defendants or respondents in the
proceeding, regardless of whether the directors not named defendants
or
respondents constitute a quorum;
and
|
|
(b)
|
the
committee consists solely of one or more of the directors not named
as
defendants or respondents in the
proceeding;
|
|
(3)
|
by
special legal counsel selected by the Board of Directors or a committee
of
the Board by vote as set forth in Subsection (1) or (2) of this section;
or
|
|
(4)
|
by
the shareholders in a vote that excludes the shares held by directors
who
are named defendants or respondents in the
proceeding.
|
|
(1)
|
the
Articles of Incorporation or Texas law reserves the power exclusively
to
the shareholders in whole or part;
or
|
|
(2)
|
the
shareholders in amending, repealing, or adopting a particular Bylaw
expressly provide that the Board of Directors may not amend or repeal
that
Bylaw.
|
Projected
Economic Profits
Fiscal
2008-2010
|
|||||||||
Subject
to
Adjustment
|
Subject
to
Adjustment
|
||||||||
Projected
|
Projected
|
Projected
|
|||||||
2008
|
2009
|
2010
|
|||||||
Projected
GAAP Net Income
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Add:
Projected Provision for Income Taxes
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Add:
Projected Interest Expense
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Net Operating Profit before taxes
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Taxes @ 37%
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Net Operating Profit After Taxes
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Year-end Total Assets
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Year-end Total Liabilities
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Year-end Net Assets
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Debt
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Other-
Cumulative Net of Tax interest expense
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Year-End Economic Capital
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Net Operating Profit After Taxes
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Capital Charge- 5.7% after tax
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Year
1 adjustment
|
-$[XXX]*
|
||||||||
Projected
Economic Profit
|
$
[XXX]
*
|
$
[XXX]
*
|
$
[XXX]
*
|
||||||
Projected
Economic Profit per Share
|
$
[XXX]
*
|
$
[XXX]
*
|
$
[XXX]
*
|
||||||
Goal
set for 2008 @
|
$
[XXX]
*
|
Percentage
of
|
Award
Percentage
|
|||||
Projection
|
Earned
|
|||||
85 | % | 80 | % | |||
86 | % | 81 | % | |||
87 | % | 83 | % | |||
88 | % | 84 | % | |||
89 | % | 85 | % | |||
90 | % | 87 | % | |||
91 | % | 88 | % | |||
92 | % | 89 | % | |||
93 | % | 91 | % | |||
94 | % | 92 | % | |||
95 | % | 94 | % | |||
96 | % | 95 | % | |||
97 | % | 96 | % | |||
98 | % | 98 | % | |||
99 | % | 99 | % | |||
100 | % | 100 | % | |||
101 | % | 102 | % | |||
102 | % | 103 | % | |||
103 | % | 104 | % | |||
104 | % | 106 | % | |||
105 | % | 107 | % | |||
106 | % | 108 | % | |||
107 | % | 110 | % | |||
108 | % | 111 | % | |||
109 | % | 112 | % | |||
110 | % | 114 | % | |||
111 | % | 115 | % | |||
112 | % | 116 | % | |||
113 | % | 118 | % | |||
114 | % | 119 | % | |||
115 | %+ | 120 | % | |||
Date: ____________________ | ______________________________________________________ | |
Associate |
Projected
Economic Profits
Fiscal
2008-2010
|
|||||||||
Subject
to
Adjustment
|
Subject
to
Adjustment
|
||||||||
Projected
|
Projected
|
Projected
|
|||||||
2008
|
2009
|
2010
|
|||||||
Projected
GAAP Net Income
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Add:
Projected Provision for Income Taxes
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Add:
Projected Interest Expense
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Net Operating Profit before taxes
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Taxes @ 37%
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Net Operating Profit After Taxes
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Year-end Total Assets
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Year-end Total Liabilities
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Year-end Net Assets
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Debt
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Other-
Cumulative Net of Tax interest expense
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Year-End Economic Capital
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Net Operating Profit After Taxes
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Capital Charge- 5.7% after tax
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Year
1 adjustment
|
-$[XXX]*
|
||||||||
Projected
Economic Profit
|
$[XXX]*
|
$[XXX]*
|
$[XXX]*
|
||||||
Projected
Economic Profit per Share
|
$[XXX]*
|
$[XXX]*
|
$[XXX]*
|
||||||
Goal
set for 2008 @
|
$[XXX]*
|
Percentage
of
|
Award
Percentage
|
|||||
Projection
|
Earned
|
|||||
85 | % | 80 | % | |||
86 | % | 81 | % | |||
87 | % | 83 | % | |||
88 | % | 84 | % | |||
89 | % | 85 | % | |||
90 | % | 87 | % | |||
91 | % | 88 | % | |||
92 | % | 89 | % | |||
93 | % | 91 | % | |||
94 | % | 92 | % | |||
95 | % | 94 | % | |||
96 | % | 95 | % | |||
97 | % | 96 | % | |||
98 | % | 98 | % | |||
99 | % | 99 | % | |||
100 | % | 100 | % | |||
101 | % | 102 | % | |||
102 | % | 103 | % | |||
103 | % | 104 | % | |||
104 | % | 106 | % | |||
105 | % | 107 | % | |||
106 | % | 108 | % | |||
107 | % | 110 | % | |||
108 | % | 111 | % | |||
109 | % | 112 | % | |||
110 | % | 114 | % | |||
111 | % | 115 | % | |||
112 | % | 116 | % | |||
113 | % | 118 | % | |||
114 | % | 119 | % | |||
115 | %+ | 120 | % | |||
Date: ____________________ | ___________________________________ | |
Associate
|
Projected
Economic Profits
Fiscal
2008-2010
|
|||||||||
Subject
to
Adjustment
|
Subject
to
Adjustment
|
||||||||
Projected
|
Projected
|
Projected
|
|||||||
2008
|
2009
|
2010
|
|||||||
Projected
GAAP Net Income
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Add:
Projected Provision for Income Taxes
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Add:
Projected Interest Expense
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Net Operating Profit before taxes
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Taxes @ 37%
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Net Operating Profit After Taxes
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Year-end Total Assets
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Year-end Total Liabilities
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Year-end Net Assets
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Debt
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Other-
Cumulative Net of Tax interest expense
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Year-End Economic Capital
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Net Operating Profit After Taxes
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Projected
Capital Charge- 5.7% after tax
|
$[XXXX]*
|
$[XXXX]*
|
$[XXXX]*
|
||||||
Year
1 adjustment
|
-$[XXX]*
|
||||||||
Projected
Economic Profit
|
$[XXX]*
|
$[XXX]*
|
$[XXX]*
|
||||||
Projected
Economic Profit per Share
|
$[XXX]*
|
$[XXX]*
|
$[XXX]*
|
||||||
Goal
set for 2008 @
|
$[XXX]*
|
Percentage
of
|
Award
Percentage
|
|||||
Projection
|
Earned
|
|||||
85 | % | 80 | % | |||
86 | % | 81 | % | |||
87 | % | 83 | % | |||
88 | % | 84 | % | |||
89 | % | 85 | % | |||
90 | % | 87 | % | |||
91 | % | 88 | % | |||
92 | % | 89 | % | |||
93 | % | 91 | % | |||
94 | % | 92 | % | |||
95 | % | 94 | % | |||
96 | % | 95 | % | |||
97 | % | 96 | % | |||
98 | % | 98 | % | |||
99 | % | 99 | % | |||
100 | % | 100 | % | |||
101 | % | 102 | % | |||
102 | % | 103 | % | |||
103 | % | 104 | % | |||
104 | % | 106 | % | |||
105 | % | 107 | % | |||
106 | % | 108 | % | |||
107 | % | 110 | % | |||
108 | % | 111 | % | |||
109 | % | 112 | % | |||
110 | % | 114 | % | |||
111 | % | 115 | % | |||
112 | % | 116 | % | |||
113 | % | 118 | % | |||
114 | % | 119 | % | |||
115 | %+ | 120 | % | |||
Date: ____________________ | _______________________________________________________ | |
Associate
|
1.
|
I
have reviewed this
quarterly report on Form 10-Q of America’s Car-Mart, Inc. for
the period ended October 31, 2007;
|
|
|
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 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:
|
|
|
|
|
|
|
|
|
|
|
5.
|
The
registrant’s other certifying officer 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:
|
|
|
|
|
|
|
December
7, 2007
|
|
\s\
William H. Henderson
|
|
|
|
William
H. Henderson
|
|
|
|
Chief
Executive Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of America’s
Car-Mart, Inc. for the period ended October 31,
2007;
|
|
|
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 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:
|
|
|
|
|
|
|
|
|
|
|
5.
|
The
registrant’s other certifying officer 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:
|
|
|
|
|
December
7, 2007
|
|
\s\
Jeffrey
A. Williams
|
|
|
|
Jeffrey
A. Williams
|
|
|
|
Chief
Financial
Officer
|
|
(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
as of the dates and for the periods expressed in the
Report.
|
By:
|
\s\ William
H.
Henderson
|
William
H. Henderson
|
|
Chief
Executive Officer
|
|
December
7, 2007
|
|
By:
|
\s\
Jeffrey A.
Williams
|
Jeffrey
A. Williams
|
|
Chief
Financial Officer and Secretary
|
|
December
7, 2007
|