UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
Form 11-K
x
ANNUAL REPORT PURSUANT
TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2007
OR
o
TRANSITION REPORT
PURSUANT TO SECTION 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. 401(K) Plan
(Full
title of the plan and the address of the plan, if different from that of issuer
named below)
America’s
Car-Mart, Inc.
802 SE
Plaza Avenue, Suite 200
Bentonville,
AR 72712
(Name of
issuer of the securities held pursuant to the plan and the address
of
its
principal executive office)
The
following financial statements and reports, which have been prepared pursuant to
the requirements of the Employee Retirement Income Security Act of 1974, are
filed as part of this Annual Report on Form 11-K:
Report of
Independent Registered Public Accounting Firm
Financial
Statements:
Statements
of Net Assets Available for Benefits, December 31, 2007 and 2006
Statement
of Changes in Net Assets Available for Benefits, Year Ended December 31,
2007
Notes to
Financial Statements
Supplemental
Schedule:
Schedule
of Assets (Held at End of Year), December 31, 2007
AMERICA'S
CAR-MART, INC. 401(k) PLAN
FINANCIAL
STATEMENTS
AND
SUPPLEMENTAL SCHEDULE
DECEMBER 31,
2007 and 2006
WITH
REPORT
OF INDEPENDENT REGISTERED
PUBLIC
ACCOUNTING FIRM
CONTENTS
Report of
Independent Registered Public Accounting Firm
|
Tullius
Taylor Sartain & Sartain, LLP
|
1
|
Statements
of Net Assets Available for Benefits –
|
December
31, 2007 and 2006
|
2
|
Statement
of Changes in Net Assets Available for Benefits –
|
Year
ended December 31, 2007
|
3
|
Notes to Financial
Statements
|
4
|
Supplemental
Schedule
|
Form
5500, Schedule H Line 4i – Schedule of Assets (Held at End of Year)
–
|
|
|
December
31, 2007
|
9
|
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Plan Administrators of
America’s
Car-Mart, Inc. 401(k) Plan
We have
audited the accompanying statements of net assets available for benefits of
America’s Car-Mart, Inc. 401(k) Plan as of December 31, 2007 and 2006, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2007. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance
with the auditing standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free
of material
misstatement.
An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of America’s Car-Mart,
Inc. 401(k) Plan as of December 31, 2007 and 2006, and the changes in net assets
available for benefits for the year ended December 31, 2007, in conformity with
U.S. generally accepted accounting principles.
Our
audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental Schedule of Assets
(Held at End of Year) as of December 31, 2007, is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the United States
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
s
TULLIUS TAYLOR SARTAIN & SARTAIN LLP
Fayetteville,
Arkansas
October
1, 2008
AMERICA'S
CAR-MART, INC. 401(k) PLAN
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
December
31, 2007 and 2006
|
|
2007
|
|
|
2006
|
|
Assets
|
|
|
|
|
|
|
Investments,
at fair value:
|
|
|
|
|
|
|
Money
market account
|
|
$
|
271,258
|
|
|
$
|
238,280
|
|
Company
stock
|
|
|
42,533
|
|
|
|
-
|
|
Common
collective trust funds
|
|
|
20,177
|
|
|
|
-
|
|
Mutual
funds
|
|
|
1,429,832
|
|
|
|
1,264,846
|
|
Participant
loans
|
|
|
188,895
|
|
|
|
173,257
|
|
|
|
|
|
|
|
|
|
|
Total
investments
|
|
|
1,952,695
|
|
|
|
1,676,383
|
|
|
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Participant
contributions
|
|
|
-
|
|
|
|
35,567
|
|
Employer
contributions
|
|
|
-
|
|
|
|
14,333
|
|
Accrued
investment income
|
|
|
1,467
|
|
|
|
1,450
|
|
Due
from brokers for securities sold
|
|
|
21,959
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
receivables
|
|
|
23,426
|
|
|
|
51,350
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
|
1,976,121
|
|
|
|
1,727,733
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Refunds
of excess contributions
|
|
|
7,477
|
|
|
|
-
|
|
Due
to brokers for securities purchased
|
|
|
8,959
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
16,436
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
$
|
1,959,685
|
|
|
$
|
1,727,733
|
|
See notes
to financial statements.
AMERICA'S
CAR-MART, INC. 401(k) PLAN
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year
ended December 31, 2007
Additions:
|
|
|
|
Contributions:
|
|
|
|
Participants
|
|
$
|
288,151
|
|
Employer
|
|
|
102,419
|
|
Rollovers
|
|
|
71,853
|
|
|
|
|
|
|
Total
contributions
|
|
|
462,423
|
|
|
|
|
|
|
Investment
income:
|
|
|
|
|
Net
appreciation in fair value of investments
|
|
|
107,348
|
|
Interest
and dividends
|
|
|
44,165
|
|
|
|
|
|
|
Total
investment income
|
|
|
151,513
|
|
|
|
|
|
|
Total
additions
|
|
|
613,936
|
|
|
|
|
|
|
Deductions:
|
|
|
|
|
Benefits
paid to participants
|
|
|
381,984
|
|
|
|
|
|
|
Net
increase
|
|
|
231,952
|
|
|
|
|
|
|
Net
assets available for benefits, beginning of year
|
|
|
1,727,733
|
|
|
|
|
|
|
Net
assets available for benefits, end of year
|
|
$
|
1,959,685
|
|
See notes
to financial statements.
AMERICA'S
CAR-MART, INC. 401(k) PLAN
NOTES TO
FINANCIAL STATEMENTS
December
31, 2007 and 2006
Note
1 – Description of Plan
America's
Car-Mart, Inc. (the “Company” or “Employer”) sponsors the America's Car-Mart,
Inc. 401(k) Plan (the “Plan”) for the benefit of its employees. The
following description is provided for general information purposes
only. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
General
The Plan
is a defined contribution plan established for the benefit of the employees of
the Company. The Plan is intended to satisfy all of the requirements
for a qualified retirement plan under the appropriate provisions of the Internal
Revenue Code (the “Code”) and similar state tax laws.
The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (
“
ERISA
”
).
The Plan is administrated by a committee
appointed by the Company. Bank of Oklahoma, N.A., (the
“
Trustee
”
) serves as the Trustee of the
Plan.
Effective
January 1, 2007, the Board of Directors of the Company (the “Board”) elected to
permit investments in the Employer’s securities as permitted by Section 10.03 of
the Plan document.
Eligibility
Employees
of the Company who have reached 21 years of age and have completed one year of
service are eligible to participate in the Plan. A year of service
means a 12-consecutive month period in which an employee has 1,000 or more hours
of service. Participants may enroll in the Plan on the first day of
the quarter after satisfying eligibility requirements.
Contributions
Each year
participants may contribute up to the maximum percentage of their compensation
and dollar amount permissible under the Code. Participants may also
rollover amounts from other qualified plans.
The Plan
also provides for discretionary Employer matching
contributions. During 2007 and 2006, the Company provided a matching
contribution equal to 50% of each participant's contributions up to a maximum of
4% of qualifying participant compensation. Additional amounts may be
contributed at the discretion of the Board. There were no additional
discretionary contributions made during 2007 or 2006.
Vesting
Participants
are immediately vested in their own contributions plus or minus any earnings or
losses thereon. Vesting of Employer contributions is based upon years
of service according to the following schedule:
Years
of Service
|
|
Vesting
Percentage
|
|
|
|
One,
but less than two
|
|
20%
|
Two,
but less than three
|
|
40%
|
Three,
but less than four
|
|
60%
|
Four,
but less than five
|
|
80%
|
Five
or more
|
|
100%
|
Participants
automatically become 100% vested upon: 1) normal retirement (attainment of age
65); 2) disability; or 3) death. Participants who terminate for any
other reason are entitled to the vested amount of their accounts.
Participant
loans
Participants
may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to
the lesser of $50,000 or 50% of their vested account balance. Loan
terms are not to exceed five years, unless the loan is for a primary residence
in which case the term for repayment may not exceed 15 years. The
loans are secured by the balance in the participant's account and bear interest
at market rates determined by the Plan Administrator (as defined in the
Plan). Principal and interest are paid through payroll
deductions.
Forfeitures
Forfeitures
of Employer contributions resulting from participants withdrawing prior to
becoming 100% vested are used to reduce the Employer match
contribution.
During
200
7
, forfeitures in the amount of
$
19,572
were used to reduce
the
Employer match
contribution
.
The Plan had $
5 in
unallocated forfeitures at December 31,
2007.
Participant
accounts
Each
participant's account is credited with the participant's contributions, an
allocation of the Employer's match contribution, and an allocation of the Plan's
earnings and losses. Plan earnings and losses are allocated to a participant's
account based on the ratio of each participant's account to the total of all
participants' accounts.
Administrative
expenses
Certain administrative expenses incurred
in connection with the Plan are paid by the Company.
In 2007, t
he Company paid approximately
$14,000
in administrative
expenses on behalf of the Plan.
The Company will not seek
reimbursement from the Plan for the payment of these
expenses.
Party-in-interest
transactions
Certain
investments are managed by the Trustee. Transactions with such funds
qualify as exempt party-in-interest transactions.
The Plan
assets also include shares of America’s Car-Mart, Inc. common
stock. The Company is the Plan sponsor; therefore, these investment
transactions qualify as exempt party-in-interest
transactions. Investment in Company stock is participant
directed.
Note
2 – Summary of Significant Accounting Policies
Basis
of accounting
The
accompanying financial statements have been prepared on the accrual basis of
accounting. The preparation of the financial statements in conformity
with accounting principles generally accepted in the United States of America
requires the Plan's management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results
could differ from these estimates.
New
accounting pronouncement
In
September 2006, the FASB issued Statement of Financial Accounting Standard
No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS 157 does not require any new fair value measurements, but provides guidance
on how to measure fair value by providing a fair value hierarchy used to
classify the source of the information.
In
February 2008, the FASB issued FASB Staff Position 157-2, “Effective Date of
FASB Statement No. 157,” to provide a one-year deferral of the effective date of
Statement 157 for nonfinancial assets and nonfinancial liabilities, except those
that are recognized or disclosed in financial statements at fair value on a
recurring basis. For nonfinancial assets and nonfinancial liabilities
subject to the deferral, the effective date of Statement 157 is postponed to
fiscal years beginning after November 15, 2008. The Plan’s management
does not believe the adoption of Statement 157 will have a material impact on
the Plan’s financial statements.
Investment
valuation
Investments
are stated at fair value. Quoted market prices are used to value
investments. Shares of registered investment companies are valued at
the net assets value of underlying shares held by the Plan at year
end. Purchases and sales of securities are recorded on a trade-date
basis. Dividends are recorded on the ex-dividend date.
The Plan
provides for investments in various investment securities, which are in general
exposed to various risks, such as interest rate, credit and overall market
volatility risks. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the values of
investment securities will occur in the near term and such changes could
materially affect the amounts reported in the statements of net assets available
for benefits.
Payment
of benefits
Upon retirement, termination, disability
or death, a participant may elect to receive a lump-sum equal to the vested
value of his or her account. Benefit payments to participants are
recorded upon distribution.
Upon
employee termination, mandatory distributions are required for balances of less
than $5,000. Mandatory distributions above $1,000 made without the
participant's consent are paid in a direct rollover to an individual retirement
account designated by the Trustee.
Hardship
withdrawals
The Plan
allows withdrawals subject to account balance limits and applicable
laws.
Note
3 – Investments
The
following table presents the fair value of the participant directed
investments. Individual investments that represent 5% or more of the
Plan's net assets at December 31, 2007 or 2006 are separately
identified.
Description
of Asset
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
American
Performance Cash Management Fund
|
|
$
|
271,258
|
|
|
$
|
238,280
|
|
AIM
Balanced A Fund
|
|
|
-
|
|
|
|
172,785
|
|
American
Growth Fund of America
|
|
|
209,126
|
|
|
|
178,363
|
|
Federated
Kaufmann
|
|
|
293,916
|
|
|
|
-
|
|
Fidelity
Advanced Diversified International Fund
|
|
|
267,471
|
|
|
|
261,973
|
|
Fidelity
Balanced
|
|
|
187,718
|
|
|
|
-
|
|
Franklin
Small-Mid Cap Growth Fund
|
|
|
-
|
|
|
|
254,743
|
|
Neuberger
Berman Guardian Trust Fund
|
|
|
228,618
|
|
|
|
179,263
|
|
Vanguard
Explorer Fund
|
|
|
108,378
|
|
|
|
80,284
|
|
American
Performance Intermediate Bond Fund
|
|
|
133,065
|
|
|
|
137,435
|
|
Participant
Loans
|
|
|
188,895
|
|
|
|
173,257
|
|
All
Others Less than 5%
|
|
|
64,250
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,952,695
|
|
|
$
|
1,676,383
|
|
During
2007, the Plan’s investments (including investments bought, sold and held during
the year) appreciated in fair value as determined by market quotes as
follows:
|
|
|
|
Mutual
funds
|
|
$
|
102,838
|
|
Company
stock
|
|
|
3,059
|
|
Common
collective trust funds
|
|
|
1,451
|
|
Total
|
|
$
|
107,348
|
|
Note
4 – Plan Termination
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to terminate participation in the Plan at any time subject to the
provisions of ERISA. In the event of full or partial termination of
the Plan, the participants will become fully vested in the Employer's
contributions to their accounts.
Note
5 – Tax Status
The
Company adopted a non-standardized prototype plan (the “Prototype Plan”)
sponsored by Bank of Oklahoma, N.A. The Internal Revenue Service has
determined and informed the prototype sponsor by a letter dated August 30, 2001,
that the Prototype Plan is designed in accordance with applicable sections of
the Code. The Prototype Plan opinion letter has been relied on by the
Plan. The Plan Administrator (as defined in the Plan) believes the
Plan is designed and is being operated in compliance with the applicable
provisions of the Code.
Note
6 – Plan Amendments
Effective
January 1, 2007, the definition of “Compensation” used for salary deferral
purposes excludes bonuses unless a participant completes a special salary
reduction agreement and specifies its application to the bonus.
SUPPLEMENTAL
SCHEDULE
AMERICA'S
CAR-MART, INC. 401(k) PLAN
FORM
5500, SCHEDULE H – Part IV, LINE 4i
SCHEDULE
OF ASSETS (Held at End of Year)
EIN:
71-0791606
December
31, 2007
Plan
Number: 001
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
(b)
Identity of Issue, Borrower,
Lessor, or Similar Party
|
(c)
Description of Investment Including
Maturity
Date, Rate of Interest,
Collateral,
Par or Maturity Value
|
(d)
Historical
Cost
|
(e)
Current
Value
|
|
|
|
|
|
|
|
*
|
Bank
of Oklahoma, N.A.
|
American
Performance Cash Management Fund
|
**
|
$
271,258
|
|
*
|
Bank
of Oklahoma, N.A.
|
American
Performance Intermediate Bond Fund
|
**
|
133,065
|
|
*
|
Bank
of Oklahoma, N.A.
|
MAP
Target 2010 Fund
|
**
|
918
|
|
*
|
Bank
of Oklahoma, N.A.
|
MAP
Target 2020 Fund
|
**
|
2,291
|
|
*
|
Bank
of Oklahoma, N.A.
|
MAP
Target 2030 Fund
|
**
|
12,006
|
|
*
|
Bank
of Oklahoma, N.A.
|
MAP
Target 2040 Fund
|
**
|
2,356
|
|
*
|
Bank
of Oklahoma, N.A.
|
MAP
Target 2050 Fund
|
**
|
2,606
|
|
|
Fidelity
Investments
|
Fidelity
Advanced Diversified International Fund
|
**
|
267,471
|
|
|
Federated
|
Federated
Kaufman
|
**
|
293,916
|
|
|
Fidelity
Investments
|
Fidelity
Balanced
|
**
|
187,718
|
|
|
American
Funds
|
American
Growth Fund of America
|
**
|
209,126
|
|
|
MFS
|
MFS
Value-A
|
**
|
1,540
|
|
|
Neuberger
Berman
|
Neuberger
Berman Guardian Trust Fund
|
**
|
228,618
|
|
|
Vanguard
|
Vanguard
Explorer Fund
|
**
|
108,378
|
|
*
|
America’s
Car-Mart, Inc.
|
America's
Car-Mart, Inc. Common Stock
|
**
|
42,533
|
|
*
|
Participant
Loans
|
Rates
ranging from 5.00% to 9.25%
|
—
|
188,895
|
|
*
|
Issuer
is a party-in-interest to the Plan
|
|
|
**
|
Column
(d) cost information not required as accounts are participant
directed.
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the plan administrators of America’s Car-Mart,
Inc. 401(K) Plan has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
AMERICA’S
CAR-MART, INC. 401(K) PLAN
|
|
|
|
|
|
October
1, 2008
|
By:
|
/s/
William H. Henderson
|
|
|
|
William
H. Henderson
|
|
|
|
Plan
Administrator
|
|
|
|
|
|