Consolidated Balance Sheets
America’s Car-Mart, Inc.
(Dollars in thousands)
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
Assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
272
|
|
|
$
|
276
|
|
Accrued interest on finance receivables
|
|
|
1,784
|
|
|
|
1,428
|
|
Finance receivables, net
|
|
|
288,049
|
|
|
|
251,103
|
|
Inventory
|
|
|
32,827
|
|
|
|
27,242
|
|
Prepaid expenses and other assets
|
|
|
2,407
|
|
|
|
1,545
|
|
Income taxes receivable, net
|
|
|
2,390
|
|
|
|
1,444
|
|
Goodwill
|
|
|
355
|
|
|
|
355
|
|
Property and equipment, net
|
|
|
30,181
|
|
|
|
27,547
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
358,265
|
|
|
$
|
310,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities, mezzanine equity and equity:
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
8,832
|
|
|
$
|
7,352
|
|
Deferred payment protection plan revenue
|
|
|
12,910
|
|
|
|
10,745
|
|
Accrued liabilities
|
|
|
16,125
|
|
|
|
13,349
|
|
Deferred tax liabilities, net
|
|
|
18,167
|
|
|
|
16,721
|
|
Revolving credit facilities
|
|
|
99,563
|
|
|
|
77,900
|
|
Total liabilities
|
|
|
155,597
|
|
|
|
126,067
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine equity:
|
|
|
|
|
|
|
|
|
Mandatorily redeemable preferred stock
|
|
|
400
|
|
|
|
400
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
Preferred stock, par value $.01 per share, 1,000,000 shares authorized;
none issued or outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, par value $.01 per share, 50,000,000 shares authorized;
12,414,659 and 12,371,167 issued at April 30, 2013 and April 30, 2012,
respectively, of which 9,023,290 and 9,378,346 were outstanding at
April 30, 2013 and April 30, 2012, respectively
|
|
|
124
|
|
|
|
124
|
|
Additional paid-in capital
|
|
|
53,332
|
|
|
|
50,357
|
|
Retained earnings
|
|
|
243,259
|
|
|
|
211,134
|
|
Less: Treasury stock, at cost, 3,391,369 and 2,992,821
shares at April 30, 2013 and April 30, 2012, respectively
|
|
|
(94,547
|
)
|
|
|
(77,242
|
)
|
Total stockholders' equity
|
|
|
202,168
|
|
|
|
184,373
|
|
Non-controlling interest
|
|
|
100
|
|
|
|
100
|
|
Total equity
|
|
|
202,268
|
|
|
|
184,473
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities, Mezzanine Equity and Equity
|
|
$
|
358,265
|
|
|
$
|
310,940
|
|
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Operations
America’s Car-Mart, Inc.
(Dollars in thousands except per share amounts)
|
|
Years Ended April 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
415,740
|
|
|
$
|
386,857
|
|
|
$
|
341,859
|
|
Interest and other income
|
|
|
48,936
|
|
|
|
43,320
|
|
|
|
37,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
464,676
|
|
|
|
430,177
|
|
|
|
379,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales, excluding depreciation shown below
|
|
|
239,095
|
|
|
|
223,392
|
|
|
|
195,985
|
|
Selling, general and administrative
|
|
|
73,069
|
|
|
|
67,663
|
|
|
|
62,141
|
|
Provision for credit losses
|
|
|
96,035
|
|
|
|
81,638
|
|
|
|
70,964
|
|
Loss on prepayment of debt
|
|
|
-
|
|
|
|
-
|
|
|
|
507
|
|
Interest expense
|
|
|
2,937
|
|
|
|
2,285
|
|
|
|
2,625
|
|
Depreciation and amortization
|
|
|
2,826
|
|
|
|
2,329
|
|
|
|
1,928
|
|
Loss on disposal of property and equipment
|
|
|
58
|
|
|
|
91
|
|
|
|
55
|
|
Total costs and expenses
|
|
|
414,020
|
|
|
|
377,398
|
|
|
|
334,205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes
|
|
|
50,656
|
|
|
|
52,779
|
|
|
|
45,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
18,491
|
|
|
|
19,792
|
|
|
|
16,831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
32,165
|
|
|
$
|
32,987
|
|
|
$
|
28,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Dividends on mandatorily redeemable
preferred stock
|
|
|
40
|
|
|
|
40
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders
|
|
$
|
32,125
|
|
|
$
|
32,947
|
|
|
$
|
28,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
3.53
|
|
|
$
|
3.36
|
|
|
$
|
2.59
|
|
Diluted
|
|
$
|
3.36
|
|
|
$
|
3.24
|
|
|
$
|
2.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
9,111,851
|
|
|
|
9,793,616
|
|
|
|
10,861,403
|
|
Diluted
|
|
|
9,569,702
|
|
|
|
10,156,355
|
|
|
|
11,088,243
|
|
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Cash Flows
America’s Car-Mart, Inc.
(In thousands)
|
|
Years Ended April 30,
|
|
Operating activities:
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Net income
|
|
$
|
32,165
|
|
|
$
|
32,987
|
|
|
$
|
28,215
|
|
Adjustments to reconcile net income from operations to net cash
provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit losses
|
|
|
96,035
|
|
|
|
81,638
|
|
|
|
70,964
|
|
Losses on claims for payment protection plan
|
|
|
7,544
|
|
|
|
6,053
|
|
|
|
4,927
|
|
Depreciation and amortization
|
|
|
2,826
|
|
|
|
2,329
|
|
|
|
1,928
|
|
Amortization of debt issuance costs
|
|
|
209
|
|
|
|
182
|
|
|
|
88
|
|
Loss on sale of property and equipment
|
|
|
58
|
|
|
|
91
|
|
|
|
55
|
|
Stock based compensation
|
|
|
1,852
|
|
|
|
2,172
|
|
|
|
2,885
|
|
Unrealized gain for change in fair value of interest rate swap
|
|
|
-
|
|
|
|
-
|
|
|
|
(72
|
)
|
Deferred income taxes
|
|
|
1,446
|
|
|
|
3,316
|
|
|
|
4,212
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance receivable originations
|
|
|
(387,895
|
)
|
|
|
(354,328
|
)
|
|
|
(311,249
|
)
|
Finance receivable collections
|
|
|
207,713
|
|
|
|
200,697
|
|
|
|
188,840
|
|
Accrued interest on finance receivables
|
|
|
(356
|
)
|
|
|
(295
|
)
|
|
|
(172
|
)
|
Inventory
|
|
|
34,072
|
|
|
|
33,495
|
|
|
|
26,408
|
|
Prepaid expenses and other assets
|
|
|
(1,071
|
)
|
|
|
319
|
|
|
|
(958
|
)
|
Accounts payable and accrued liabilities
|
|
|
2,847
|
|
|
|
1,482
|
|
|
|
1,302
|
|
Deferred payment protection plan revenue
|
|
|
2,165
|
|
|
|
1,782
|
|
|
|
734
|
|
Income taxes, net
|
|
|
(756
|
)
|
|
|
(3
|
)
|
|
|
(1,248
|
)
|
Excess tax benefit from share-based payments
|
|
|
(190
|
)
|
|
|
(221
|
)
|
|
|
5
|
|
Net cash provided by (used in) operating activities
|
|
|
(1,336
|
)
|
|
|
11,696
|
|
|
|
16,864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(5,726
|
)
|
|
|
(4,452
|
)
|
|
|
(4,801
|
)
|
Proceeds from sale of property and equipment
|
|
|
208
|
|
|
|
17
|
|
|
|
8
|
|
Net cash used in investing activities
|
|
|
(5,518
|
)
|
|
|
(4,435
|
)
|
|
|
(4,793
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options and warrants
|
|
|
790
|
|
|
|
1,371
|
|
|
|
-
|
|
Excess tax benefits from stock based compensation
|
|
|
190
|
|
|
|
221
|
|
|
|
5
|
|
Issuance of common stock
|
|
|
143
|
|
|
|
118
|
|
|
|
103
|
|
Purchase of common stock
|
|
|
(17,305
|
)
|
|
|
(39,367
|
)
|
|
|
(20,347
|
)
|
Dividend payments
|
|
|
(40
|
)
|
|
|
(40
|
)
|
|
|
(40
|
)
|
Debt issuance costs
|
|
|
(56
|
)
|
|
|
(306
|
)
|
|
|
(530
|
)
|
Change in cash overdrafts
|
|
|
1,409
|
|
|
|
128
|
|
|
|
(610
|
)
|
Principal payments on note payable
|
|
|
-
|
|
|
|
-
|
|
|
|
(6,822
|
)
|
Proceeds from revolving credit facilities
|
|
|
330,238
|
|
|
|
324,853
|
|
|
|
149,967
|
|
Payments on revolving credit facilities
|
|
|
(308,519
|
)
|
|
|
(294,186
|
)
|
|
|
(133,842
|
)
|
Net cash provided by (used in) financing activities
|
|
|
6,850
|
|
|
|
(7,208
|
)
|
|
|
(12,116
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
(4
|
)
|
|
|
53
|
|
|
|
(45
|
)
|
Cash and cash equivalents, beginning of period
|
|
|
276
|
|
|
|
223
|
|
|
|
268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
272
|
|
|
$
|
276
|
|
|
$
|
223
|
|
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statement of Equity
America’s Car-Mart, Inc
.
(Dollars in thousands)
For the Years Ended April 30, 2013, 2012 and 2011
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Non
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Retained
|
|
|
Treasury
|
|
|
Controlling
|
|
|
Total
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Earnings
|
|
|
Stock
|
|
|
Interest
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2010
|
|
|
12,268,807
|
|
|
$
|
123
|
|
|
$
|
43,483
|
|
|
$
|
150,012
|
|
|
$
|
(17,528
|
)
|
|
$
|
100
|
|
|
$
|
176,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
|
|
|
4,851
|
|
|
|
-
|
|
|
|
103
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
103
|
|
Purchase of 848,900 treasury shares
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(20,347
|
)
|
|
|
-
|
|
|
|
(20,347
|
)
|
Tax benefit of restricted stock vested
|
|
|
-
|
|
|
|
-
|
|
|
|
5
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5
|
|
Stock based compensation
|
|
|
3,000
|
|
|
|
-
|
|
|
|
2,885
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,885
|
|
Dividends on subsidiary preferred stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(40
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(40
|
)
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
28,215
|
|
|
|
-
|
|
|
|
-
|
|
|
|
28,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2011
|
|
|
12,276,658
|
|
|
$
|
123
|
|
|
$
|
46,476
|
|
|
$
|
178,187
|
|
|
$
|
(37,875
|
)
|
|
$
|
100
|
|
|
$
|
187,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
|
|
|
3,862
|
|
|
|
-
|
|
|
|
118
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
118
|
|
Stock options exercised
|
|
|
88,647
|
|
|
|
1
|
|
|
|
1,370
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,371
|
|
Purchase of 1,212,791 treasury shares
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(39,367
|
)
|
|
|
-
|
|
|
|
(39,367
|
)
|
Tax benefit of restricted stock vested
|
|
|
-
|
|
|
|
-
|
|
|
|
221
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
221
|
|
Stock based compensation
|
|
|
2,000
|
|
|
|
-
|
|
|
|
2,172
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,172
|
|
Dividends on subsidiary preferred stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(40
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(40
|
)
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
32,987
|
|
|
|
-
|
|
|
|
-
|
|
|
|
32,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2012
|
|
|
12,371,167
|
|
|
$
|
124
|
|
|
$
|
50,357
|
|
|
$
|
211,134
|
|
|
$
|
(77,242
|
)
|
|
$
|
100
|
|
|
$
|
184,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
|
|
|
4,242
|
|
|
|
-
|
|
|
|
143
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
143
|
|
Stock options exercised
|
|
|
35,750
|
|
|
|
-
|
|
|
|
790
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
790
|
|
Purchase of 398,548 treasury shares
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(17,305
|
)
|
|
|
-
|
|
|
|
(17,305
|
)
|
Tax benefit of restricted stock vested
|
|
|
-
|
|
|
|
-
|
|
|
|
190
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
190
|
|
Stock based compensation
|
|
|
3,500
|
|
|
|
-
|
|
|
|
1,852
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,852
|
|
Dividends on subsidiary preferred stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(40
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(40
|
)
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
32,165
|
|
|
|
-
|
|
|
|
-
|
|
|
|
32,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2013
|
|
|
12,414,659
|
|
|
$
|
124
|
|
|
$
|
53,332
|
|
|
$
|
243,259
|
|
|
$
|
(94,547
|
)
|
|
$
|
100
|
|
|
$
|
202,268
|
|
The accompanying notes are an integral part of these consolidated financial statements.
Notes to Consolidated Financial Statements
America’s Car-Mart, Inc
.
A - Organization and Business
America’s Car-Mart, Inc., a Texas corporation (the “Company”), is one of the largest publicly held automotive retailers in the United States focused exclusively on the “Integrated Auto Sales and Finance” segment of the used car market. References to the Company typically include the Company’s consolidated subsidiaries. The Company’s operations are principally conducted through its two operating subsidiaries, America’s Car-Mart, Inc., an Arkansas corporation (“Car-Mart of Arkansas”) and Colonial Auto Finance, Inc., an Arkansas corporation (“Colonial”). Collectively, Car-Mart of Arkansas and Colonial are referred to herein as “Car-Mart.” The Company primarily sells older model used vehicles and provides financing for substantially all of its customers. Many of the Company’s customers have limited financial resources and would not qualify for conventional financing as a result of limited credit histories or past credit problems. As of April 30, 2013, the Company operated 124 dealerships located primarily in small cities throughout the South-Central United States.
B - Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of America’s Car-Mart, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated.
Segment Information
Each dealership is an operating segment with its results regularly reviewed by the Company’s chief operating decision maker in an effort to make decisions about resources to be allocated to the segment and to assess its performance. Individual dealerships meet the aggregation criteria for reporting purposes under the current accounting guidance. The Company operates in the Integrated Auto Sales and Finance segment of the used car market, also referred to as the Integrated Auto Sales and Finance industry. In this industry, the nature of the sale and the financing of the transaction, financing processes, the type of customer and the methods used to distribute the Company’s products and services, including the actual servicing of the contracts as well as the regulatory environment in which the Company operates all have similar characteristics. Each of our individual dealerships is similar in nature and only engages in the selling and financing of used vehicles. All individual dealerships have similar operating characteristics. As such, individual dealerships have been aggregated into one reportable segment.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the Company’s allowance for credit losses.
Concentration of Risk
The Company provides financing in connection with the sale of substantially all of its vehicles. These sales are made primarily to customers residing in Alabama, Arkansas, Kentucky, Mississippi, Missouri, Oklahoma, Tennessee, and Texas, with approximately 39% of revenues resulting from sales to Arkansas customers. Periodically, the Company maintains cash in financial institutions in excess of the amounts insured by the federal government. The Company’s revolving credit facilities mature in March 2015. The Company expects that these credit facilities will be renewed or refinanced on or before the scheduled maturity dates.
Restrictions on Distributions/Dividends
The Company’s revolving credit facilities generally limit distributions by the Company to its shareholders in order to repurchase the Company’s common stock. The distribution limitations under the Agreement allow the Company to repurchase the Company’s stock so long as: either (a) the aggregate amount of such repurchases does not exceed $40 million and the sum of borrowing bases combined minus the principal balances of all revolver loans after giving effect to such repurchases is equal to or greater than 25% of the sum of the borrowing bases, or (b) the aggregate amount of such repurchases does not exceed 75% of the consolidated net income of the Company measured on a trailing twelve month basis; provided that immediately before and after giving effect to the stock repurchases, at least 12.5% of the aggregate funds committed under the credit facilities remain available. Thus, the Company is limited in the amount of dividends or other distributions it can make to its shareholders without the consent of the Company’s lenders.
Cash Equivalents
The Company considers all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents.
Finance Receivables, Repossessions and Charge-offs and Allowance for Credit Losses
The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts typically carry interest rates ranging from 11% to 19% using the simple effective interest method including any deferred fees. Contract origination costs are not significant.
The installment sale contracts are not pre-computed contracts whereby borrowers are obligated to pay back principal plus the full amount of interest that will accrue over the entire term of the contract. Finance receivables are collateralized by vehicles sold and consist of contractually scheduled payments from installment contracts net of unearned finance charges and an allowance for credit losses. Unearned finance charges represent the balance of interest receivable to be earned over the entire term of the related installment contract, less the earned amount ($1.8 million and $1.4 million at April 30, 2013 and 2012, respectively), and as such, has been reflected as a reduction to the gross contract amount in arriving at the principal balance in finance receivables
.
An account is considered delinquent when a contractually scheduled payment has not been received by the scheduled payment date. While the Company does not formally place contracts on nonaccrual status, the immaterial amount of interest that may accrue after an account becomes delinquent up until the point of resolution via repossession or write-off, is reserved for against the accrued interest on the Consolidated Balance Sheets. Delinquent contracts are addressed and either made current by the customer, which is the case in most situations, or the vehicle is repossessed or written off if the collateral cannot be recovered quickly. Customer payments are set to match their pay-day with approximately 75% of payments due on either a weekly or bi-weekly basis. The frequency of the payment due dates combined with the declining value of collateral lead to prompt resolutions on problem accounts.
Accounts are delinquent when the customer is one day or more behind on their contractual payments
.
At April 30, 2013 5.1% of the Company’s finance receivable balances were 30 days or more past due compared to 4.1% at April 30, 2012.
Substantially all of the Company’s automobile contracts involve contracts made to individuals with impaired or limited credit histories, or higher debt-to-income ratios than permitted by traditional lenders. Contracts made with buyers who are restricted in their ability to obtain financing from traditional lenders generally entail a higher risk of delinquency, default and repossession, and higher losses than contracts made with buyers with better credit.
The Company works very hard to keep its delinquency percentages low, and not to repossess vehicles. Accounts one day late are sent a notice in the mail. Accounts three days late are contacted by telephone. Notes from each telephone contact are electronically maintained in the Company’s computer system. If a customer becomes severely delinquent in his or her payments, and management determines that timely collection of future payments is not probable, the Company will take steps to repossess the vehicle. The Company attempts to resolve payment delinquencies amicably prior to repossessing a vehicle. Periodically, the Company enters into contract modifications with its customers to extend the payment terms. The Company only enters into a contract modification or extension if it believes such action will increase the amount of monies the Company will ultimately realize on the customer’s account. At the time of modification, the Company expects to collect amounts due including accrued interest at the contractual interest rate for the period of delay. Other than the extension of additional time, concessions are not granted to customers at the time of modifications. Modifications are minor and are made for pay-day changes, minor vehicle repairs and other reasons. For those vehicles that are repossessed, the majority are returned or surrendered by the customer on a voluntary basis. Other repossessions are performed by Company personnel or third party repossession agents. Depending on the condition of a repossessed vehicle, it is either resold on a retail basis through a Company dealership, or sold for cash on a wholesale basis primarily through physical and/or on-line auctions.
The Company takes steps to repossess a vehicle when the customer becomes delinquent in his or her payments and management determines that timely collection of future payments is not probable. Accounts are charged-off after the expiration of a statutory notice period for repossessed accounts, or when management determines that the timely collection of future payments is not probable for accounts where the Company has been unable to repossess the vehicle. For accounts with respect to which the vehicle was repossessed, the fair value of the repossessed vehicle is charged as a reduction of the gross finance receivable balance charged-off. On average, accounts are approximately 71 days past due at the time of charge-off. For previously charged-off accounts that are subsequently recovered, the amount of such recovery is credited to the allowance for credit losses.
The Company maintains an allowance for credit losses on an aggregate basis, as opposed to a contract-by-contract basis, at an amount it considers sufficient to cover estimated losses inherent in the portfolio at the balance sheet date in the collection of its finance receivables currently outstanding. The Company accrues an estimated loss as it is probable that the entire amount will not be collected and the amount of the loss can be reasonably estimated in the aggregate. The allowance for credit losses is based primarily upon historical credit loss experience, with consideration given to recent credit loss trends and changes in contract characteristics (i.e., average amount financed and term), delinquency levels, collateral values, economic conditions and underwriting and collection practices. The allowance for credit losses is periodically reviewed by management with any changes reflected in current operations. Although it is at least reasonably possible that events or circumstances could occur in the future that are not presently foreseen which could cause actual credit losses to be materially different from the recorded allowance for credit losses, the Company believes that it has given appropriate consideration to all relevant factors and has made reasonable assumptions in determining the allowance for credit losses. The calculation of the allowance for credit losses uses the following primary factors:
·
|
The number of units repossessed or charged-off as a percentage of total units financed over specific historical periods of time.
|
·
|
The average net repossession and charge-off loss per unit during the last eighteen months, segregated by the number of months since the contract origination date, and adjusted for the expected future average net charge-off loss per unit. Approximately 50% of the charge-offs that will ultimately occur in the portfolio are expected to occur within 10-11 months following the balance sheet date. The average age of an account at charge-off date is 10.6 months.
|
·
|
The timing of repossession and charge-off losses relative to the date of sale (i.e., how long it takes for a repossession or charge-off to occur) for repossessions and charge-offs occurring during the last eighteen months.
|
A point estimate is produced by this analysis which is then supplemented by any positive or negative subjective factors to arrive at an overall reserve amount that management considers to be a reasonable estimate of losses inherent in the portfolio at the balance sheet date that will be realized via actual charge-offs in the future. Although it is at least reasonably possible that events or circumstances could occur in the future that are not presently foreseen which could cause actual credit losses to be materially different from the recorded allowance for credit losses, the Company believes that it has given appropriate consideration to all relevant factors and has made reasonable assumptions in determining the allowance for credit losses. Periods of economic downturn do not necessarily lead to increased credit losses because the Company provides basic affordable transportation to customers that, for the most part, do not have access to public transportation. The effectiveness of the execution of internal policies and procedures within the collections area has historically had a more significant effect on collection results than macro-economic issues.
In most states, the Company offers retail customers who finance their vehicle the option of purchasing a payment protection plan product as an add-on to the installment sale contract. This product contractually obligates the Company to cancel the remaining principal outstanding for any contract where the retail customer has totaled the vehicle, as defined, or the vehicle has been stolen. The Company periodically evaluates anticipated losses to ensure that if anticipated losses exceed deferred payment protection plan revenues, an additional liability is recorded for such difference. No such liability was required at April 30, 2013 or 2012.
Inventory
Inventory consists of used vehicles and is valued at the lower of cost or market on a specific identification basis. Vehicle reconditioning costs are capitalized as a component of inventory. Repossessed vehicles and trade-in vehicles are recorded at fair value, which approximates wholesale value. The cost of used vehicles sold is determined using the specific identification method.
Goodwill
Goodwill reflects the excess of purchase price over the fair value of specifically identified net assets purchased. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests at the Company’s year-end. The impairment tests are based on the comparison of the fair value of the reporting unit to the carrying value of such unit. If the fair value of the reporting unit falls below its carrying value, the Company performs the second step of the two-step goodwill impairment process to determine the amount, if any, that the goodwill is impaired. The second step involves determining the fair value of the identifiable assets and liabilities and the implied goodwill. The implied goodwill is compared to the carrying value of the goodwill to determine the impairment, if any. There was no impairment of goodwill during fiscal 2013 or fiscal 2012.
Property and Equipment
Property and equipment are stated at cost. Expenditures for additions, remodels and improvements are capitalized. Costs of repairs and maintenance are expensed as incurred. Leasehold improvements are amortized over the shorter of the estimated life of the improvement or the lease period. The lease period includes the primary lease term plus any extensions that are reasonably assured. Depreciation is computed principally using the straight-line method generally over the following estimated useful lives:
|
Furniture, fixtures and equipment
|
3 to 7 years
|
|
|
Leasehold improvements
|
5 to 15 years
|
|
|
Buildings and improvements
|
18 to 39 years
|
|
Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying values of the impaired assets exceed the fair value of such assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
Cash Overdraft
As checks are presented for payment from the Company’s primary disbursement bank account, monies are automatically drawn against cash collections for the day and, if necessary, are drawn against one of its revolving credit facilities. Any cash overdraft balance principally represents outstanding checks, net of any deposits in transit that as of the balance sheet date had not yet been presented for payment.
Deferred Sales Tax
Deferred sales tax represents a sales tax liability of the Company for vehicles sold on an installment basis in the states of Alabama and Texas. Under Alabama and Texas law, for vehicles sold on an installment basis, the related sales tax is due as the payments are collected from the customer, rather than at the time of sale.
Income Taxes
Income taxes are accounted for under the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply in the years in which these differences are expected to be recovered or settled.
Occasionally, the Company is audited by taxing authorities. These audits could result in proposed assessments of additional taxes. The Company believes that its tax positions comply in all material respects with applicable tax law. However, tax law is subject to interpretation, and interpretations by taxing authorities could be different from those of the Company, which could result in the imposition of additional taxes.
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies this methodology to all tax positions for which the statute of limitations remains open.
The Company is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for the fiscal years before 2010.
In fiscal 2010, the Internal Revenue Service (“IRS”) completed the examinations of the Company’s income tax returns for fiscal years 2008 and 2009. As a result of the examinations, the IRS questioned whether deferred payment protection plan (“PPP”) revenue associated with the sale of certain receivables are subject to the acceleration of advance payments provision of the Internal Revenue Code and whether the Company may deduct losses on the sale of the PPP receivables in excess of the income recognized on the underlying contracts. The issue was timing in nature and did not affect the overall tax provision, but affected the timing of required tax payments.
In January 2013, the Company received approval for a negotiated settlement with the IRS related to the examinations for income tax returns for fiscal years 2008 and 2009. The negotiated settlement resulted in additional taxable income and a resulting tax payment for the exam period. The question related to the timing of income recognition and therefore the additional income recognized in 2008 and 2009 will result in a corresponding tax deduction and resulting refund in the following fiscal year. Under the settlement the Company paid an immaterial amount of interest to the IRS related to the additional tax payment.
The IRS is currently auditing the Company’s federal income tax returns for fiscal years 2010 and 2011.
The Company’s policy is to recognize accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accrued penalties and/or interest as of April 30, 2013 and 2012, respectively.
Revenue Recognition
Revenues are generated principally from the sale of used vehicles, which in most cases includes a service contract and a payment protection plan product, and interest income and late fees earned on finance receivables. Revenues are net of taxes collected from customers and remitted to government agencies. Cost of vehicle sales include costs incurred by the Company to prepare the vehicle for sale including license and title costs, gasoline, transport services and repairs.
Revenues from the sale of used vehicles are recognized when the sales contract is signed, the customer has taken possession of the vehicle and, if applicable, financing has been approved. Revenues from the sale of service contracts are recognized ratably over the service contract period. Service contract related expenses are included in cost of sales. Payment protection plan revenues are initially deferred and then recognized to income using the “Rule of 78’s” interest method over the life of the contract so that revenues are recognized in proportion to the amount of cancellation protection provided. Payment protection plan revenues are included in sales and related losses are included in cost of sales as incurred. Interest income is recognized on all active finance receivable accounts using the simple effective interest method. Active accounts include all accounts except those that have been paid-off or charged-off.
Sales consist of the following for the years ended April 30, 2013, 2012 and 2011:
|
|
Years Ended April 30,
|
|
(In thousands)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Sales – used autos
|
|
$
|
368,674
|
|
|
$
|
340,368
|
|
|
$
|
300,107
|
|
Wholesales – third party
|
|
|
19,718
|
|
|
|
21,910
|
|
|
|
19,601
|
|
Service contract sales
|
|
|
14,594
|
|
|
|
13,451
|
|
|
|
12,042
|
|
Payment protection plan revenue
|
|
|
12,754
|
|
|
|
11,128
|
|
|
|
10,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
415,740
|
|
|
$
|
386,857
|
|
|
$
|
341,859
|
|
At April 30, 2013 and 2012, finance receivables more than 90 days past due were approximately $2.0 million and $656,000, respectively. Late fee revenues totaled approximately $2.0 million, $1.7 million and $1.7 million for the fiscal years ended 2013, 2012 and 2011, respectively. Late fee revenue is recognized when collected and is reflected within interest and other income on the Consolidated Statements of Operations.
Advertising Costs
Advertising costs are expensed as incurred and consist principally of radio, television and print media marketing costs. Advertising costs amounted to $4.1 million, $3.5 million and $3.4 million for the years ended April 30, 2013, 2012 and 2011, respectively.
Employee Benefit Plans
The Company has 401(k) plans for all of its employees meeting certain eligibility requirements. The plans provide for voluntary employee contributions and the Company matches 50% of employee contributions up to a maximum of 4% of each employee’s compensation. The Company contributed approximately $290,000, $236,000, and $201,000 to the plans for the years ended April 30, 2013, 2012 and 2011, respectively.
The Company offers employees the right to purchase common shares at a 15% discount from market price under the 2006 Employee Stock Purchase Plan which was approved by shareholders in October 2006. The Company takes a charge to earnings for the 15% discount. Amounts for fiscal years 2013, 2012 and 2011 were not material. A total of 200,000 shares were registered and 167,537 remain available for issuance under this plan at April 30, 2013.
Earnings per Share
Basic earnings per share are computed by dividing net income attributable to common stockholders by the average number of common shares outstanding during the period. Diluted earnings per share are computed by dividing net income attributable to common stockholders by the average number of common shares outstanding during the period plus dilutive common stock equivalents. The calculation of diluted earnings per share takes into consideration the potentially dilutive effect of common stock equivalents, such as outstanding stock options and non-vested restricted stock, which if exercised or converted into common stock would then share in the earnings of the Company. In computing diluted earnings per share, the Company utilizes the treasury stock method and anti-dilutive securities are excluded.
Stock-based Compensation
The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock, based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black Scholes option pricing model to determine the fair value of stock option awards. The Company may issue either new shares or treasury shares upon exercise of these awards. Stock-based compensation plans, related expenses, and assumptions used in the Black Scholes option pricing model are more fully described in Note
K
.
Treasury Stock
The Company purchased 398,548, 1,212,791, and 848,900 shares of its common stock to be held as treasury stock for a total cost of $17.3 million, $39.4 million and $20.3 million during the years ended April 30, 2013, 2012 and 2011, respectively. Treasury stock may be used for issuances under the Company’s stock-based compensation plans or for other general corporate purposes.
Recent Accounting Pronouncements
Goodwill
. In September 2011, the FASB adopted an update regarding testing goodwill and other intangibles for impairment. The update permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This update was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company implemented this update for its fiscal year beginning May 1, 2012. This update did not have a material impact on the Company’s financial statements.
C - Finance Receivables, Net
The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts typically include interest rates ranging from 11% to 19% per annum, are collateralized by the vehicle sold and typically provide for payments over periods ranging from 18 to 36 months. The Company’s finance receivables are defined as one segment and one class of loans, which is sub-prime consumer automobile contracts. The level of risks inherent in our financing receivables is managed as one homogeneous pool. The components of finance receivables as of April 30, 2013 and 2012 are as follows:
(In thousands)
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
|
|
|
|
|
|
|
Gross contract amount
|
|
$
|
414,614
|
|
|
$
|
359,364
|
|
Less unearned finance charges
|
|
|
(51,220
|
)
|
|
|
(42,430
|
)
|
Principal balance
|
|
|
363,394
|
|
|
|
316,934
|
|
Less allowance for credit losses
|
|
|
(75,345
|
)
|
|
|
(65,831
|
)
|
|
|
|
|
|
|
|
|
|
Finance receivables, net
|
|
$
|
288,049
|
|
|
$
|
251,103
|
|
Changes in the finance receivables, net for the years ended April 30, 2013, 2012 and 2011 are as follows:
|
|
Years Ended April 30,
|
|
(In thousands)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
251,103
|
|
|
$
|
222,305
|
|
|
$
|
205,423
|
|
Finance receivable originations
|
|
|
387,895
|
|
|
|
354,328
|
|
|
|
311,249
|
|
Finance receivable collections
|
|
|
(207,713
|
)
|
|
|
(200,697
|
)
|
|
|
(188,840
|
)
|
Provision for credit losses
|
|
|
(96,035
|
)
|
|
|
(81,638
|
)
|
|
|
(70,964
|
)
|
Losses on claims for payment protection plan
|
|
|
(7,544
|
)
|
|
|
(6,053
|
)
|
|
|
(4,927
|
)
|
Inventory acquired in repossession and payment protection plan claims
|
|
|
(39,657
|
)
|
|
|
(37,142
|
)
|
|
|
(29,636
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
288,049
|
|
|
$
|
251,103
|
|
|
$
|
222,305
|
|
Changes in the finance receivables allowance for credit losses for the years ended April 30, 2013, 2012 and 2011 are as follows:
|
|
Years Ended April 30,
|
|
(In thousands)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
65,831
|
|
|
$
|
60,173
|
|
|
$
|
55,628
|
|
Provision for credit losses
|
|
|
96,035
|
|
|
|
81,638
|
|
|
|
70,964
|
|
Charge-offs, net of recovered collateral
|
|
|
(86,521
|
)
|
|
|
(75,980
|
)
|
|
|
(66,419
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
75,345
|
|
|
$
|
65,831
|
|
|
$
|
60,173
|
|
The factors which influenced management’s judgment in determining the amount of the additions to the allowance charged to provision for credit losses are described below:
The level of actual charge-offs, net of recovered collateral, is the most important factor in determining the charges to the provision for credit losses. This is due to the fact that once a contract becomes delinquent the account is either made current by the customer, the vehicle is repossessed or the account is written off if the collateral cannot be recovered. Net charge-offs as a percentage of average finance receivables was 25.2% for fiscal 2013 as compared to 24.8% for fiscal 2012. Higher sales volumes had the effect of increasing required additions to the allowance charged to the provision for each of the three fiscal years ending April 30, 2013. In fiscal 2012 the increase was partially offset by a decrease in the allowance percentage from 22% to 21.5% (a $1.5 million effect), based on the overall quality of the portfolio at April 30, 2012 and several consecutive years of good credit results.
Collections and delinquency levels can have a significant effect on additions to the allowance and are reviewed frequently. Collections as a percentage of average finance receivables were lower in fiscal 2013 compared to fiscal 2012 requiring increased additions to the allowance. Delinquencies greater than 30 days increased to 5.1% for April 30, 2013 compared to 4.1% at April 30, 2012.
Macro-economic factors as well as proper execution of operational policies and procedures have a significant effect on additions to the allowance charged to the provision. Higher unemployment levels, higher gasoline prices and higher prices for staple items can potentially have a significant effect. While overall macro-economic factors were still somewhat unfavorable during fiscal 2013 and 2012, the Company is focused on continuing operational improvements within the collections area as well as market share gains and governmental stimulus funds directly benefitting most of the Company’s customers were positive as related to credit results when compared to the prior years.
Credit quality information for finance receivables is as follows:
(Dollars in thousands)
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
|
|
|
|
|
|
|
|
Principal
Balance
|
|
|
|
|
Current
|
|
$
|
284,441
|
|
|
|
78.27
|
%
|
|
$
|
262,325
|
|
|
|
82.77
|
%
|
3 - 29 days past due
|
|
|
60,477
|
|
|
|
16.64
|
%
|
|
|
41,508
|
|
|
|
13.10
|
%
|
30 - 60 days past due
|
|
|
10,232
|
|
|
|
2.82
|
%
|
|
|
8,818
|
|
|
|
2.78
|
%
|
61 - 90 days past due
|
|
|
6,280
|
|
|
|
1.73
|
%
|
|
|
3,627
|
|
|
|
1.14
|
%
|
> 90 days past due
|
|
|
1,964
|
|
|
|
0.54
|
%
|
|
|
656
|
|
|
|
0.21
|
%
|
Total
|
|
$
|
363,394
|
|
|
|
100.00
|
%
|
|
$
|
316,934
|
|
|
|
100.00
|
%
|
Accounts one and two days past due are considered current for this analysis, due to the varying payment dates and variation in the day of the week at each period end. Delinquencies may vary from period to period based on the average age of the portfolio, seasonality within the calendar year, the day of the week and overall economic factors. The above categories are consistent with internal operational measures used by the Company to monitor credit results. The Company believes that the increase in the past due percentages can be attributed in part to the continuing challenging macroeconomic environment our customers are facing.
Substantially all of the Company’s automobile contracts involve contracts made to individuals with impaired or limited credit histories, or higher debt-to-income ratios than permitted by traditional lenders. Contracts made with buyers who are restricted in their ability to obtain financing from traditional lenders generally entail a higher risk of delinquency, default and repossession, and higher losses than contracts made with buyers with better credit. The Company monitors contract term length, down payment percentages, and collections for credit quality indicators.
|
|
Twelve Months Ended
April 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Principal collected as a percent of average finance receivables
|
|
|
60.6
|
%
|
|
|
65.6
|
%
|
Average down-payment percentage
|
|
|
6.6
|
%
|
|
|
7.0
|
%
|
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
Average originating contract term
(in months
)
|
|
|
27.2
|
|
|
|
26.8
|
|
Portfolio weighted average contract term, including modifications
(in months
)
|
|
|
29.3
|
|
|
|
28.1
|
|
The decrease in the principal collected as a percent of average finance receivables is primarily attributed to higher delinquencies, slightly longer average contract term and the higher average portfolio interest rate, together with an increase in contract modifications. The Company did modify a higher number of accounts during fiscal 2013 and had more delinquent accounts on average as management worked with customers experiencing delays with income tax refunds during the end of the third quarter and throughout the fourth quarter. The Company schedules seasonal payments during tax refund time as a significant number of customers receive income tax refunds. These seasonal payments assist in efforts to keep payments affordable and terms shortened. The increases in term are primarily related to our efforts to keep our payments affordable, for competitive reasons and to continue to work more with our customers when they experience financial difficulties. In order to remain competitive our term lengths may continue to increase some into the future.
D - Property and Equipment
A summary of property and equipment is as follows:
(In thousands)
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
6,211
|
|
|
$
|
6,079
|
|
Buildings and improvements
|
|
|
10,715
|
|
|
|
10,275
|
|
Furniture, fixtures and equipment
|
|
|
9,956
|
|
|
|
8,904
|
|
Leasehold improvements
|
|
|
15,874
|
|
|
|
12,368
|
|
Construction in progress
|
|
|
1,246
|
|
|
|
1,063
|
|
Less accumulated depreciation and amortization
|
|
|
(13,821
|
)
|
|
|
(11,142
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
30,181
|
|
|
$
|
27,547
|
|
E - Accrued Liabilities
A summary of accrued liabilities is as follows:
(In thousands)
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
|
|
|
|
|
|
|
Employee compensation
|
|
$
|
5,227
|
|
|
$
|
5,063
|
|
Cash overdrafts (see Note B)
|
|
|
1,537
|
|
|
|
128
|
|
Deferred service contract revenue (see Note B)
|
|
|
3,464
|
|
|
|
3,036
|
|
Deferred sales tax (see Note B)
|
|
|
2,436
|
|
|
|
1,785
|
|
Interest
|
|
|
237
|
|
|
|
185
|
|
Other
|
|
|
3,224
|
|
|
|
3,152
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
16,125
|
|
|
$
|
13,349
|
|
F – Debt Facilities
A summary of revolving credit facilities is as follows:
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
Interest
|
|
|
|
Balance at
|
|
|
|
Amount
|
|
Rate
|
|
Maturity
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facilities
|
|
$
|
145,000
|
|
LIBOR + 2.5%
|
|
March 2015
|
|
$
|
99,563
|
|
|
$
|
77,900
|
|
|
|
|
|
|
( 2.70% at April 30, 2013 and 2.74% at April 30, 2012)
|
|
|
|
|
|
On March 9, 2012, the Company entered into an Amended and Restated Loan and Security Agreement (“Credit Facilities”) with a group of lenders providing revolving credit facilities totaling $125 million. On September 20, 2012, the Credit Facilities were amended to increase the total revolving commitment to $145 million. The Credit Facilities expire in March 2015. The revolving credit facilities are collateralized primarily by finance receivables and inventory of Car-Mart, are cross collateralized and contain a guarantee by the Company. Interest is payable monthly under the revolving credit facilities. The Credit Facilities provide for three pricing tiers for determining the applicable interest rate, based on the Company’s consolidated leverage ratio for the preceding fiscal quarter. The current applicable interest rate under the Agreement is generally LIBOR plus 2.5%. The Credit Facilities contains various reporting and performance covenants including (i) maintenance of certain financial ratios and tests, (ii) limitations on borrowings from other sources, (iii) restrictions on certain operating activities and (iv) limitations on the payment of dividends or distributions. The distribution limitations under the Credit Facilities allow the Company to repurchase the Company’s stock so long as: either (a) the aggregate amount of such repurchases does not exceed $40 million and the sum of borrowing bases combined minus the principal balances of all revolver loans after giving effect to such repurchases is equal to or greater than 25% of the sum of the borrowing bases, or (b) the aggregate amount of such repurchases does not exceed 75% of the consolidated net income of the Company measured on a trailing twelve month basis; provided that immediately before and after giving effect to the stock repurchases, at least 12.5% of the aggregate funds committed under the credit facilities remain available. The Company was in compliance with the covenants at April 30, 2013. The amount available to be drawn under the credit facilities is a function of eligible finance receivables and inventory. Based upon eligible finance receivables and inventory at April 30, 2013, the Company had approximately $40 million of additional availability under the revolving credit facilities. In connection with the amendment to the Credit Facilities in September 2012, the Company incurred debt issuance costs of approximately $42,000. In connection with the amendment to the credit facilities in March, 2012 the Company incurred debt issuance costs of $306,000 and in connection with the refinancing of the revolving credit facilities in November 2010, the Company incurred debt issuance costs of $530,000. The debt issuance costs were deferred and will be amortized over the life of the new agreements. The Company recognized $209,000 and $182,000 of amortization in fiscal 2013 and 2012, respectively, related to the debt issuance costs. The amortization is reflected as interest expense in the Company’s Consolidated Statement of Operations.
On February 4, 2013, the Company entered into Amendment No. 2 to the Credit Facilities (the “Amendment”). The Amendment amended the definition of eligible vehicle contracts to include contracts with 36-42 month terms.
The Company incurred a yield maintenance fee of $507,000 associated with the early payoff of the term loan in November 2010. This amount is reflected in the fiscal 2011 operating results in loss on prepayment of debt.
Interest Rate Swap Agreement
In fiscal 2011, the Company had an interest rate swap agreement (“Agreement”) with its primary lender for a notional principal amount of $20 million. The effective date of the Agreement was May 20, 2008. The Agreement was set to mature on May 31, 2013 and provided that the Company would pay monthly interest on the notional amount at a fixed rate of 6.68% and receive monthly interest on the notional amount at a floating rate based on the bank’s prime lending rate, an initial rate of 5.00%. The Company entered into this Agreement to manage a portion of its interest rate exposure by effectively converting a portion of its variable rate debt into fixed rate debt; however, due to unfavorable interest rate movements, the Company terminated the interest rate swap agreement in April 2011 for $1.3 million. The interest rate swap agreement was not designated as a hedge by Company management; therefore, the loss on the Agreement is reported in earnings. The loss on the Agreement reported in earnings as interest expense was $72,000 for the year ended April 30, 2011. The interest on the credit facilities, the net settlements under the interest rate swap and the changes in the fair value of the agreement, were all reflected in interest expense in the Company’s Consolidated Statement of Operations.
G – Fair Value Measurements
The table below summarizes information about the fair value of financial instruments included in the Company’s financial statements at April 30, 2013 and 2012:
|
|
April 30, 2013
|
|
|
April 30, 2012
|
|
(In thousands)
|
|
Carrying
Value
|
|
|
Fair
Value
|
|
|
Carrying
Value
|
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
272
|
|
|
$
|
272
|
|
|
$
|
276
|
|
|
$
|
276
|
|
Finance receivables, net
|
|
|
288,049
|
|
|
|
227,121
|
|
|
|
251,103
|
|
|
|
198,084
|
|
Accounts payable
|
|
|
8,832
|
|
|
|
8,832
|
|
|
|
7,352
|
|
|
|
7,352
|
|
Revolving credit facilities
|
|
|
99,563
|
|
|
|
99,563
|
|
|
|
77,900
|
|
|
|
77,900
|
|
Because no market exists for certain of the Company’s financial instruments, fair value estimates are based on judgments and estimates regarding yield expectations of investors, credit risk and other risk characteristics, including interest rate and prepayment risk. These estimates are subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The methodology and assumptions utilized to estimate the fair value of the Company’s financial instruments are as follows:
Financial Instrument
|
|
Valuation Methodology
|
|
|
|
Cash
|
|
The carrying amount is considered to be a reasonable estimate of fair value due to the short-term nature of the financial instrument.
|
|
|
|
Finance receivables, net
|
|
The Company estimated the fair value of its receivables at what a third party purchaser might be willing to pay. The Company has had discussions with third parties and has bought and sold portfolios, and has had a third party appraisal that indicates a 37.5% discount to face would be a reasonable fair value in a negotiated third party transaction. The sale of finance receivables from Car-Mart of Arkansas to Colonial is at a 37.5% discount. For financial reporting purposes these sale transactions are eliminated. Since the Company does not intend to offer the receivables for sale to an outside third party, the expectation is that the net book value at April 30, 2013, will be ultimately collected. By collecting the accounts internally the Company expects to realize more than a third party purchaser would expect to collect with a servicing requirement and a profit margin included.
|
|
|
|
Accounts payable
|
|
The carrying amount is considered to be a reasonable estimate of fair value due to the short-term nature of the financial instrument.
|
|
|
|
Revolving credit facilities
|
|
The fair value approximates carrying value due to the variable interest rates charged on the borrowings, which reprice frequently.
|
H - Income Taxes
The provision for income taxes was as follows:
|
|
Years Ended April 30,
|
|
(In thousands)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
17,045
|
|
|
$
|
16,476
|
|
|
$
|
12,619
|
|
Deferred
|
|
|
1,446
|
|
|
|
3,316
|
|
|
|
4,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
18,491
|
|
|
$
|
19,792
|
|
|
$
|
16,831
|
|
The provision for income taxes is different from the amount computed by applying the statutory federal income tax rate to income before income taxes for the following reasons:
|
|
Years Ended April 30,
|
|
(In thousands)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Tax provision at statutory rate
|
|
$
|
17,729
|
|
|
$
|
18,473
|
|
|
$
|
15,766
|
|
State taxes, net of federal benefit
|
|
|
829
|
|
|
|
1,125
|
|
|
|
980
|
|
Other, net
|
|
|
(67
|
)
|
|
|
194
|
|
|
|
85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
18,491
|
|
|
$
|
19,792
|
|
|
$
|
16,831
|
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows:
|
|
April 30,
|
|
(In thousands)
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Deferred tax liabilities related to:
|
|
|
|
|
|
|
Finance receivables
|
|
$
|
22,965
|
|
|
$
|
20,122
|
|
Property and equipment
|
|
|
2,159
|
|
|
|
2,211
|
|
Total
|
|
|
25,124
|
|
|
|
22,333
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets related to:
|
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
|
1,524
|
|
|
|
1,330
|
|
Inventory
|
|
|
180
|
|
|
|
145
|
|
Share based compensation
|
|
|
4,219
|
|
|
|
3,691
|
|
Payment protection plan
|
|
|
1,034
|
|
|
|
446
|
|
Total
|
|
|
6,957
|
|
|
|
5,612
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities, net
|
|
$
|
18,167
|
|
|
$
|
16,721
|
|
I – Capital Stock
The Company is authorized to issue up to one million shares of $.01 par value preferred stock in one or more series having such respective terms, rights and preferences as are designated by the Board of Directors. The Company has not issued any preferred stock.
A subsidiary of the Company has issued 500,000 shares of $1.00 par value preferred stock which carries an 8% cumulative dividend. The Company’s subsidiary can redeem the preferred stock at any time at par value plus any unpaid dividends. After April 30, 2013, a holder of 400,000 shares of the subsidiary preferred stock can require the Company’s subsidiary to redeem such stock for $400,000 plus any unpaid dividends.
J – Weighted Average Shares Outstanding
Weighted average shares of common stock outstanding used in the calculation of basic and diluted earnings per share were as follows:
|
|
Years Ended April 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding-basic
|
|
|
9,111,851
|
|
|
|
9,793,616
|
|
|
|
10,861,403
|
|
Dilutive options and restricted stock
|
|
|
457,851
|
|
|
|
362,739
|
|
|
|
226,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding-diluted
|
|
|
9,569,702
|
|
|
|
10,156,355
|
|
|
|
11,088,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Antidilutive securities not included:
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
40,000
|
|
|
|
27,500
|
|
|
|
556,000
|
|
K – Stock-Based Compensation Plans
The Company has stock-based compensation plans available to grant non-qualified stock options, incentive stock options and restricted stock to employees, directors and certain advisors of the Company. The stock-based compensation plans currently being utilized are the 2007 Stock Option Plan (the “2007 Plan”) and the Stock Incentive Plan. At April 30, 2013, there are 860,500 vested but unexercised options outstanding under the 1997 Option Plan (“1997 Plan”). The Company recorded total stock-based compensation expense for all plans of $1.9 million ($1.2 million after tax effects) and $2.2 million ($1.4 million after tax effects) for the year ended April 30, 2013 and 2012, respectively. Tax benefits were recognized for these costs at the Company’s overall effective tax rate
.
Stock Options
The Company has options outstanding under two stock option plans approved by the shareholders, the 1997 Stock Option Plan (“1997 Plan”) and the 2007 Stock Option Plan (the “2007 Plan”). While previously granted options remain outstanding, no additional option grants may be made under the 1997 Plan. The shareholders of the Company approved an amendment to the Company’s 2007 Plan on October 13, 2010. The amendment increased from 1,000,000 to 1,500,000 the number of options to purchase our common stock that may be issued under the 2007 Plan. The 2007 Plan provides for the grant of options to purchase shares of the Company’s common stock to employees, directors and certain advisors of the Company at a price not less than the fair market value of the stock on the date of grant and for periods not to exceed ten years. Options granted under the Company’s stock option plans expire in the calendar years 2014 through 2022.
|
1997 Plan
|
|
2007 Plan
|
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
|
|
March 27, 2022
|
Shares available for grant at April 30, 2013
|
-
|
|
392,500
|
The fair value of options granted is estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions in the table below.
|
April 30, 2013
|
April 30, 2012
|
April 30, 2011
|
Expected terms (years)
|
5.0
|
5.0
|
5.0
|
Risk-free interest rate
|
0.78%
|
1.48%
|
1.80%
|
Volatility
|
50%
|
50%
|
50%
|
Dividend yield
|
-
|
-
|
-
|
The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of the Company’s common stock. The Company has not historically issued any dividends and does not expect to do so in the foreseeable future.
The following is an aggregate summary of the activity in the Company’s stock option plans from April 30, 2010 to April 30, 2013:
|
|
Shares
|
|
|
per Share
|
|
|
Exercise
|
|
|
Share
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
Outstanding at April 30, 2010
|
|
|
1,110,397
|
|
|
$6.59
|
to
|
$24.47
|
|
|
$
|
21,366
|
|
|
$
|
19.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
23,750
|
|
|
|
|
$22.87
|
|
|
|
543
|
|
|
|
22.87
|
|
Expired
|
|
|
(1,000
|
)
|
|
|
|
$11.62
|
|
|
|
(12
|
)
|
|
|
11.62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at April 30, 2011
|
|
|
1,133,147
|
|
|
$6.59
|
to
|
$24.47
|
|
|
$
|
21,897
|
|
|
$
|
19.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
73,750
|
|
|
$24.69
|
to
|
$45.72
|
|
|
|
2,355
|
|
|
|
31.93
|
|
Exercised
|
|
|
(88,647
|
)
|
|
$6.59
|
to
|
$24.69
|
|
|
|
(1,371
|
)
|
|
|
15.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at April 30, 2012
|
|
|
1,118,250
|
|
|
$11.83
|
to
|
$45.72
|
|
|
$
|
22,881
|
|
|
$
|
20.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
40,000
|
|
|
$44.14
|
to
|
$45.46
|
|
|
|
1,801
|
|
|
|
45.02
|
|
Exercised
|
|
|
(35,750
|
)
|
|
$11.83
|
to
|
$23.34
|
|
|
|
(790
|
)
|
|
|
22.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at April 30, 2013
|
|
|
1,122,500
|
|
|
$11.90
|
to
|
$45.72
|
|
|
$
|
23,892
|
|
|
$
|
21.28
|
|
Stock option compensation expense on a pre-tax basis was $1.7 million ($1.1 million after tax effects) and $2.0 million ($1.3 million after tax effects) and $2.7 million ($1.7 million after tax effects) for the years ended April 30, 2013, 2012 and 2011, respectively. As of April 30, 2013, the Company had $1.4 million of total unrecognized compensation cost related to unvested options. Unvested outstanding options have a weighted-average remaining vesting period of 0.9 years.
The grant-date fair value of all options granted during fiscal 2013, 2012 and 2011 was $784,000, $1.0 million and $244,000, respectively. The options were granted at fair market value on date of grant. Generally options vest after three years, except for options issued to directors which are immediately vested at date of grant.
The aggregate intrinsic value of outstanding options at April 30, 2013 and 2012 was $28.0 million and $28.5 million, respectively.
The Company had the following options exercised for the periods indicated. The impact of these cash receipts is included in financing activities in the accompanying Consolidated Statements of Cash Flows
.
|
|
Twelve Months Ended
April 30,
|
|
(Dollars in thousands)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Options Exercised
|
|
|
35,750
|
|
|
|
88,647
|
|
|
|
-
|
|
Cash Received from Option Exercises
|
|
$
|
791
|
|
|
$
|
1,370
|
|
|
$
|
-
|
|
Intrinsic Value of Options Exercised
|
|
$
|
811
|
|
|
$
|
1,520
|
|
|
$
|
-
|
|
As of April 30, 2013 there were 860,500 vested and exercisable stock options outstanding with a weighted average remaining contractual life of 5.38 years and a weighted average exercise price of $19.21.
Stock Incentive Plan
The shareholders of the Company approved an amendment to the Company’s Stock Incentive Plan on October 14, 2009. The amendment increased from 150,000 to 350,000 the number of shares of common stock that may be issued under the Stock Incentive Plan. For shares issued under the Stock Incentive Plan, the associated compensation expense is generally recognized equally over the vesting periods established at the award date and is subject to the employee’s continued employment by the Company.
The following is a summary of the activity in the Company’s Stock Incentive Plan:
|
|
Number
of
Shares
|
|
|
Weighted Average
Grant Date
Fair Value
|
|
|
|
|
|
|
|
|
Unvested shares at April 30, 2012
|
|
|
27,000
|
|
|
$
|
23.07
|
|
Shares granted
|
|
|
-
|
|
|
|
-
|
|
Shares vested
|
|
|
3,500
|
|
|
|
19.06
|
|
|
|
|
|
|
|
|
|
|
Unvested shares at April 30, 2013
|
|
|
23,500
|
|
|
$
|
23.66
|
|
The fair value at vesting for awards under the stock incentive plan was $162,000, $92,000 and $76,000 in fiscal 2013, 2012 and 2011, respectively.
There were no restricted shares granted during fiscal years 2013, 2012 or 2011. A total of 187,027 shares remain available for award at April 30, 2013.
The Company recorded compensation cost of $123,000 ($78,000 after tax effects), $137,000 ($86,000 after tax effects) and $188,000 ($118,000 after tax effects) related to the Stock Incentive Plan during the years ended April 30, 2013, 2012 and 2011, respectively. As of April 30, 2013 the Company had $195,000 of total unrecognized compensation cost related to unvested awards granted under the Stock Incentive Plan, which the Company expects to recognize over a weighted-average remaining period of 1.75 years.
L - Commitments and Contingencies
Facility Leases
The Company leases certain dealership and office facilities under various non-cancelable operating leases. Dealership leases are generally for periods from three to five years and contain multiple renewal options. As of April 30, 2013 the aggregate rentals due under such leases, including renewal options that are reasonably assured, were as follows:
|
April 30,
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
2014
|
|
$
|
4,623
|
|
|
|
2015
|
|
|
4,639
|
|
|
|
2016
|
|
|
4,549
|
|
|
|
2017
|
|
|
4,387
|
|
|
|
2018
|
|
|
4,175
|
|
|
|
Thereafter
|
|
|
16,315
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
38,688
|
|
|
The $38.7 million of lease commitments includes $7.4 million of non-cancelable lease commitments under the primary lease terms, and $31.3 million of lease commitments for renewal periods at the Company’s option that are reasonably assured. For the years ended April 30, 2013, 2012 and 2011, rent expense for all operating leases amounted to approximately $4.7 million, $4.2 million, and $3.7 million, respectively.
Litigation
In the ordinary course of business, the Company has become a defendant in various types of legal proceedings. The Company does not expect the final outcome of any of these actions, individually or in the aggregate, to have a material adverse effect on the Company’s financial position, annual results of operations or cash flows. However, the results of legal proceedings cannot be predicted with certainty, and an unfavorable resolution of one or more of these legal proceedings could have a material adverse effect on the Company’s financial position, annual results of operations or cash flows.
Related Finance Company
Car-Mart of Arkansas and Colonial do not meet the affiliation standard for filing consolidated income tax returns, as such they file separate federal and state income tax returns. Car-Mart of Arkansas routinely sells its finance receivables to Colonial at what the Company believes to be fair market value and is able to take a tax deduction at the time of sale for the difference between the tax basis of the receivables sold and the sales price. These types of transactions, based upon facts and circumstances, have been permissible under the provisions of the Internal Revenue Code as described in the Treasury Regulations. For financial accounting purposes, these transactions are eliminated in consolidation, and a deferred tax liability has been recorded for this timing difference. The sale of finance receivables from Car-Mart of Arkansas to Colonial provides certain legal protection for the Company’s finance receivables and, principally because of certain state apportionment characteristics of Colonial, also has the effect of reducing the Company’s overall effective state income tax rate. The actual interpretation of the Regulations is in part a facts and circumstances matter. The Company believes it satisfies the material provisions of the Regulations. Failure to satisfy those provisions could result in the loss of a tax deduction at the time the receivables are sold, and have the effect of increasing the Company’s overall effective income tax rate as well as the timing of required tax payments.
In fiscal 2010, the IRS completed the examinations of the Company’s income tax returns for fiscal years 2008 and 2009. As a result of the examinations, the IRS questioned whether deferred PPP revenue associated with the sale of certain receivables are subject to the acceleration of advance payments provision of the Internal Revenue Code and whether the Company may deduct losses on the sale of the PPP receivables in excess of the income recognized on the underlying contracts. The issue was timing in nature and did not affect the overall tax provision, but affected the timing of required tax payments.
In January 2013, the Company received approval for a negotiated settlement with the IRS related to the examinations for income tax returns for fiscal years 2008 and 2009. The negotiated settlement resulted in additional taxable income and a resulting tax payment for the exam period. The question related to the timing of income recognition and therefore the additional income recognized in 2008 and 2009 will result in a corresponding tax deduction and resulting refund in the following fiscal year. Under the settlement the Company paid an immaterial amount of interest to the IRS related to the additional tax payment.
The IRS is currently auditing the Company’s federal income tax returns for fiscal years 2010 and 2011.
M - Supplemental Cash Flow Information
Supplemental cash flow disclosures for the years ended April 30, 2013, 2012 and 2011 are as follows:
|
|
Years Ended April 30,
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
2,884
|
|
|
$
|
2,218
|
|
|
$
|
2,727
|
|
Income taxes paid, net
|
|
|
17,800
|
|
|
|
16,479
|
|
|
|
13,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory acquired in repossession and payment protection plan claims
|
|
|
39,657
|
|
|
|
37,142
|
|
|
|
29,636
|
|
N - Quarterly Results of Operations (unaudited)
A summary of the Company’s quarterly results of operations for the years ended April 30, 2013 and 2012 is as follows (in thousands, except per share information):
|
|
Year Ended April 30, 2013
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
110,000
|
|
|
$
|
110,219
|
|
|
$
|
118,922
|
|
|
$
|
125,535
|
|
|
$
|
464,676
|
|
Gross profit
|
|
|
42,112
|
|
|
|
41,990
|
|
|
|
45,274
|
|
|
|
47,269
|
|
|
|
176,645
|
|
Net income
|
|
|
8,118
|
|
|
|
7,278
|
|
|
|
7,980
|
|
|
|
8,789
|
|
|
|
32,165
|
|
Net income attributable to common
stockholders
|
|
|
8,108
|
|
|
|
7,268
|
|
|
|
7,970
|
|
|
|
8,779
|
|
|
|
32,125
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.87
|
|
|
|
0.80
|
|
|
|
0.88
|
|
|
|
0.97
|
|
|
|
3.53
|
|
Diluted
|
|
|
0.83
|
|
|
|
0.76
|
|
|
|
0.84
|
|
|
|
0.92
|
|
|
|
3.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended April 30, 2012
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
100,524
|
|
|
$
|
110,807
|
|
|
$
|
105,365
|
|
|
$
|
113,481
|
|
|
$
|
430,177
|
|
Gross profit
|
|
|
38,762
|
|
|
|
42,321
|
|
|
|
39,659
|
|
|
|
42,723
|
|
|
|
163,465
|
|
Net income
|
|
|
8,282
|
|
|
|
7,760
|
|
|
|
7,304
|
|
|
|
9,641
|
|
|
|
32,987
|
|
Net income attributable to common
stockholders
|
|
|
8,272
|
|
|
|
7,750
|
|
|
|
7,294
|
|
|
|
9,631
|
|
|
|
32,947
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.81
|
|
|
|
0.79
|
|
|
|
0.76
|
|
|
|
1.01
|
|
|
|
3.26
|
|
Diluted
|
|
|
0.78
|
|
|
|
0.77
|
|
|
|
0.73
|
|
|
|
0.97
|
|
|
|
3.24
|
|