← Back to CRMT filing summaryOriginal filing text · Part II
Item 8 — Financial Statements and Supplementary Data
America'S Car-Mart, Inc. · 10-K · FY 2026 · Period ended Apr 30, 2026
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The following financial statements and accountant’s report are included in Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)
Consolidated Balance Sheets as of April 30, 2026 and 2025
Consolidated Statements of Operations for the years ended April 30, 2026, 2025 and 2024
Consolidated Statements of Cash Flows for the years ended April 30, 2026, 2025 and 2024
Consolidated Statements of Equity for the years ended April 30, 2026, 2025 and 2024
Notes to Consolidated Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
America’s Car-Mart, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of America’s Car-Mart, Inc. (a Texas corporation) and subsidiaries (the “Company”) as of April 30, 2026 and 2025, the related consolidated statements of operations, cash flows, and equity for each of the three years in the period ended April 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 2026, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of April 30, 2026, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated July 14, 2026 expressed an unqualified opinion.
Going concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the consolidated financial statements, subsequent to April 30, 2026, the Company failed certain debt covenants of its senior secured term loan facility. On June 19, 2026, the Company entered into an amendment to the senior secured term loan facility that provides covenant relief through September 7, 2026, or November 6, 2026 only if specified conditions and milestones are satisfied. Additionally, the Company has reduced the number of retail locations, which has resulted in a reduction in sales. The Company’s review of strategic and financing alternatives intended to address the Company’s liquidity plan, which are also described in Note B, contemplates a refinancing, recapitalization, restructuring or sale of the Company or some or all of its assets, the issuance of additional equity, or the Company seeking protection under applicable bankruptcy or insolvency laws. The Company’s ability to achieve the foregoing elements of its business, which may be necessary to permit the realization of assets and satisfaction of liabilities in the ordinary course of business, is uncertain and raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
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taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for credit losses
As described further in notes C and D to the consolidated financial statements, the Company recorded an allowance for credit losses of $329.9 million on finance receivables of $1.4 billion as of April 30, 2026. Management estimates the allowance for credit losses on finance receivables by performing an undiscounted cash flow model adjusted by a prepayment rate. A loss-rate using historical credit loss experience and collateral values is then applied to the amortized cost basis of the finance receivables. The loss-rate is adjusted for current conditions which include factors such as adjustments for changes in customer interest rates, average remaining term of the loan portfolio, credit deterioration and delinquency rates. The estimate is further adjusted for reasonable and supportable forecasts for the expected effects of macroeconomic factors, including, but not limited to, the effects of current and forecasted inflation. We identified the allowance for credit losses as a critical audit matter.
The principal considerations for our determination that the allowance for credit losses is a critical audit matter are the significant judgments made by management in adjusting the historical loss experience to reflect current conditions and the selection and measurement of factors to account for the reasonable and supportable forecast period. Evaluating management’s conclusion involved a high degree of auditor judgment in performing our audit procedures.
Our audit procedures related to the allowance for credit losses included the following, among others:
•We tested the design and operating effectiveness of management’s review controls over the allowance for credit losses, which included the selection and measurement of adjustments related to changes in underwriting, average remaining term of the loan portfolio, customer credit deterioration, customer delinquency rates as well as the expected effects from current and forecasted inflation.
•We tested management’s process for determining the allowance for credit losses, which included the selection and measurement of adjustments related to customer interest rates, average remaining term of the loan portfolio, credit deterioration and delinquency rates as well as the expected effects from current and forecasted inflation.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 1999.
Tulsa, Oklahoma
July 14, 2026
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Consolidated Balance Sheets
America’s Car-Mart, Inc.
(Dollars in thousands except share and per share amounts) April 30, 2026 April 30, 2025
Assets:
Cash and cash equivalents $ 46,962 $ 9,808
Restricted cash 84,684 114,729
Accrued interest on finance receivables 8,029 7,432
Finance receivables, net of allowance for credit losses of $329,901 and $323,100 1,079,167 1,180,673
Inventory 54,074 112,229
Income tax receivable, net 3,524 —
Prepaid expenses and other assets 31,349 38,082
Right-of-use asset 43,429 63,825
Goodwill 22,767 22,802
Property and equipment, net 42,855 56,894
Total Assets $ 1,416,840 $ 1,606,474
Liabilities:
Accounts payable $ 32,063 $ 34,980
Deferred accident protection plan revenue 44,940 51,458
Deferred service contract revenue 51,474 61,787
Accrued liabilities 35,901 35,949
Income tax payable, net — 1,451
Deferred income tax liabilities, net 34,207 7,146
Lease liability 49,833 67,002
Non-recourse notes payable, net 458,685 572,010
Senior secured notes payable, net 263,681 —
Revolving line of credit, net — 204,769
Total liabilities $ 970,784 $ 1,036,552
Commitments and contingencies (Note M)
Mezzanine equity:
Mandatorily redeemable preferred stock $ 400 $ 400
Equity:
Preferred stock, par value $0.01 per share, 1,000,000 shares authorized; none issued or outstanding $ — $ —
Common stock, par value $0.01 per share, 50,000,000 shares authorized; 15,657,592 and 15,605,818 issued at April 30, 2026 and April 30, 2025, respectively, of which 8,305,520 and 8,263,280 were outstanding at April 30, 2026 and April 30, 2025, respectively 157 156
Additional paid-in capital 210,806 195,225
Retained earnings 533,110 672,261
Less: Treasury stock, at cost, 7,352,072 and 7,342,538 shares at April 30, 2026 and April 30, 2025, respectively (298,517) (298,220)
Total stockholders' equity $ 445,556 $ 569,422
Non-controlling interest 100 100
Total equity $ 445,656 $ 569,522
Total Liabilities, Mezzanine Equity and Equity $ 1,416,840 $ 1,606,474
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Consolidated Statements of Operations
America’s Car-Mart, Inc.
Years Ended April 30,
(Dollars in thousands except share and per share amounts) 2026 2025 2024
Revenues:
Sales $ 1,027,813 $ 1,146,208 $ 1,160,798
Interest and other income 253,689 244,724 233,096
Total revenues $ 1,281,502 $ 1,390,932 $ 1,393,894
Costs and expenses:
Cost of sales $ 663,981 $ 726,055 $ 758,546
Selling, general and administrative 208,084 188,921 179,421
Provision for credit losses 419,230 374,559 423,406
Interest expense 74,494 70,650 65,348
Impairment expense 11,016 — —
Depreciation and amortization 8,207 7,647 6,871
Loss on extinguishment of debt 4,476 — —
(Gain) Loss on disposal of property and equipment (5) 299 437
Total costs and expenses $ 1,389,483 $ 1,368,131 $ 1,434,029
(Loss) income before taxes $ (107,981) $ 22,801 $ (40,135)
(Benefit of) provision for income taxes 31,130 4,869 (8,742)
Net (loss) income $ (139,111) $ 17,932 $ (31,393)
Less: Dividends on mandatorily redeemable preferred stock 40 40 40
Net (loss) income attributable to common stockholders $ (139,151) $ 17,892 $ (31,433)
(Loss) earnings per share:
Basic $ (16.79) $ 2.38 $ (4.92)
Diluted $ (16.79) $ 2.33 $ (4.92)
Weighted average number of shares used in calculation:
Basic 8,289,319 7,524,770 6,388,537
Diluted 8,289,319 7,681,590 6,388,537
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Consolidated Statements of Cash Flows
America’s Car-Mart, Inc.
Year Ended April 30,
(In thousands) 2026 2025 2024
Operating Activities:
Net (loss) income $ (139,111) $ 17,932 $ (31,393)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Provision for credit losses $ 419,230 $ 374,559 $ 423,406
Losses on claims for accident protection plan 36,276 34,525 34,504
Depreciation and amortization 8,207 7,647 6,871
Amortization of debt issuance costs 9,424 6,200 5,139
(Gain) loss on disposal of property and equipment — (2) 437
Impairment of assets 11,016 — —
Change in goodwill 36 140 267
Change in fair value of contingent consideration — 161 —
Stock based compensation 3,722 4,708 4,174
Deferred income taxes 27,061 (10,662) (21,507)
Loss on extinguishment of debt 2,726 — —
Change in operating assets and liabilities:
Finance receivable originations (952,451) (1,075,080) (1,079,946)
Loan origination costs 84 (2) 40
Finance receivable collections 477,730 469,379 455,828
Accrued interest on finance receivables (597) (525) (792)
Inventory 180,287 114,573 139,186
Prepaid expenses and other assets 5,953 (6,806) (7,386)
Accounts payable and accrued liabilities (2,828) 17,616 (9,338)
Deferred accident protection plan revenue (6,518) (378) (1,229)
Deferred service contract revenue (10,313) (7,158) 1,540
Income taxes, net (4,975) 4,409 6,301
Net cash provided by (used in) operating activities $ 64,959 $ (48,764) $ (73,898)
Investing Activities:
Acquisition — (7,527) (4,815)
Purchase of property and equipment (1,810) (3,890) (6,146)
Proceeds from sale of property and equipment 289 42 316
Net cash provided by (used in) investing activities $ (1,521) $ (11,375) $ (10,645)
Financing Activities:
Exercise of stock options — — (455)
Issuance of common stock 218 74,106 282
Purchase of common stock (297) (434) (365)
Dividend payments on subsidiary preferred stock (40) (40) (40)
Change in cash overdrafts (1,289) 466 823
Debt issuance costs (20,252) (9,006) (5,897)
Issuances of non-recourse notes payable 549,224 649,889 610,340
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Payments on non-recourse notes payable (663,045) (631,331) (526,959)
Proceeds from revolving line of credit 314,593 601,091 554,593
Payments on revolving line of credit (521,691) (594,512) (521,366)
Loss on extinguishment of debt (1,750) — —
Proceeds from senior secured notes payable 288,000 — —
Net cash provided by (used in) financing activities $ (56,329) $ 90,229 $ 110,956
Increase in cash, cash equivalents, and restricted cash $ 7,109 $ 30,090 $ 26,413
Cash, cash equivalents, and restricted cash beginning of period $ 124,537 $ 94,447 $ 68,034
Cash, cash equivalents, and restricted cash end of period $ 131,646 $ 124,537 $ 94,447
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Consolidated Statements of Equity
America’s Car-Mart, Inc.
Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Non-Controlling Interest Total Equity
(In thousands, except share data) Shares Amount
Balance at April 30, 2023 13,701,468 $ 137 $ 109,929 $ 685,802 $ (297,421) $ 100 $ 498,547
Issuance of common stock 17,177 — 282 — — — 282
Stock options exercised 8,368 — (455) — — — (455)
Purchase of treasury shares — — — — (365) — (365)
Stock based compensation — — 4,174 — — — 4,174
Dividends on subsidiary preferred stock — — — (40) — — (40)
Net loss — — — (31,393) — — (31,393)
Balance at April 30, 2024 13,727,013 $ 137 $ 113,930 $ 654,369 $ (297,786) $ 100 $ 470,750
Issuance of common stock 1,878,805 19 74,087 — — — 74,106
Purchase of treasury shares — — — — (434) — (434)
Stock related to acquisitions — — 2,500 — — — 2,500
Stock based compensation — — 4,708 — — — 4,708
Dividends on subsidiary preferred stock — — — (40) — — (40)
Net income — — — 17,932 — — 17,932
Balance at April 30, 2025 15,605,818 $ 156 $ 195,225 $ 672,261 $ (298,220) $ 100 $ 569,522
Issuance of common stock 51,774 1 217 — — — 218
Purchase of treasury shares — — — — (297) — (297)
Issuance of warrants — — 11,642 — — — 11,642
Stock based compensation — — 3,722 — — — 3,722
Dividends on subsidiary preferred stock — — — (40) — — (40)
Net loss — — — (139,111) — — (139,111)
Balance at April 30, 2026 15,657,592 $ 157 $ 210,806 $ 533,110 $ (298,517) $ 100 $ 445,656
The accompanying notes are an integral part of these Consolidated Financial Statements.
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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 conducted principally through its two operating subsidiaries, America’s Car Mart, Inc., an Arkansas corporation (“Car-Mart of Arkansas”), and Colonial Auto Finance, Inc., an Arkansas corporation (“Colonial”). The Company primarily sells older model used vehicles and provides financing for substantially all of its customers. Many of the Company’s customers have limited financial resources and would not qualify for conventional financing as a result of limited credit histories or past credit difficulties. As of April 30, 2026, the Company operated 94 dealerships located primarily in small cities throughout the South-Central United States. During the year, the Company closed 60 dealership locations as part of its ongoing footprint optimization initiatives.
B – Liquidity and Going Concern
In accordance with Accounting Standards Codification 205-40, Presentation of Financial Statements – Going Concern (“ASC 205-40"), management has the responsibility to evaluate whether conditions and/or events raise substantial doubt about the Company's ability to meet its future financial obligations as they become due within one year after the date that the Consolidated Financial Statements are issued. This evaluation requires management to perform two steps. First, management must evaluate whether there are conditions and events that raise substantial doubt about the Company's ability to continue as a going concern. Second, if management concludes that substantial doubt is raised, management is required to consider whether it has plans in place to alleviate that doubt. As required by ASC 205-40, this evaluation shall initially not take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the Consolidated Financial Statements are issued. Disclosures in the notes to the Consolidated Financial Statements are required if management concludes that substantial doubt exists or that its plans alleviate the substantial doubt that was raised.
The Company's Credit and Guaranty Agreement with Silver Point Finance, LLC, as administrative agent, governing its $300.0 million senior secured term loan facility (see Note G), requires the Company to maintain compliance with certain financial covenants, including a minimum liquidity covenant and a minimum collateral coverage ratio. The Company was in compliance with these covenants at April 30, 2026. Subsequent to year-end, the Company failed to comply with the minimum liquidity and minimum collateral coverage ratio covenants, with anticipated continued noncompliance with those covenants at future measurement dates (absent additional relief), and anticipated that it would fail to comply with the requirement to deliver audited financial statements for fiscal 2026 without a going concern qualification. The Company obtained a series of short-term waivers from its lenders and, on June 19, 2026, entered into an amendment to the Credit and Guaranty Agreement that provides covenant relief for a limited period extending through early September 2026, which may be extended through November 2026 only if specified conditions are satisfied and subject to the Company's satisfaction of certain milestones during that period. During the relief period, the Company must comply with certain milestones and conditions, including maintaining a special committee of independent directors, delivering certain forecasts and reports (including a 13-week cash flow budget), progressing a process to explore financing, recapitalization, restructuring, or other strategic transactions, and entering into a support agreement with the administrative agent and requisite lenders, and the Company remains subject to revised financial covenants during the relief period, including minimum liquidity of $7.0 million as of each Friday and $5.0 million at all other times and a minimum collateral coverage ratio of 1.25 to 1.00 as of June 30, 2026 and 1.20 to 1.00 as of each month-end thereafter, enhanced reporting obligations, and restrictions on taking certain material actions. If the Company fails to satisfy these milestones or the other conditions of the amendment, or is unable to obtain further covenant relief, waivers or financing prior to the expiration of the relief period, the lenders would be entitled to exercise remedies under the Credit and Guaranty Agreement, including acceleration of the outstanding indebtedness, which could trigger cross-default or cross-acceleration provisions under the Company's other financing arrangements, and the Company would not have sufficient liquidity to repay such indebtedness if it were accelerated. The Company also does not currently have a revolving warehouse facility or any other additional financing available to fund the origination of finance receivables, which constrains its ability to originate new finance receivables and to serve customer demand. In addition, a Special Committee of the Company's Board of Directors, with the assistance of independent financial and legal advisors, is conducting a review of strategic and financing alternatives intended to address the Company's liquidity and capital structure. These conditions collectively raise substantial doubt about the Company's ability to continue as a going concern.
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The Company's ability to continue as a going concern is dependent on its ability to obtain additional financing and to generate sufficient cash flow to meet its obligations on a timely basis. In response to these conditions, the Company has reduced finance receivable originations, lowered inventory levels, tightened underwriting standards and, during fiscal 2026, closed 60 dealership locations and reduced associated staff. Management's plans to address these conditions further include satisfying the milestones and conditions under the June 19, 2026 amendment and extending the related covenant relief period; completing the Special Committee's review of strategic and financing alternatives; establishing a new revolving warehouse facility and continuing to complete asset-backed securitization transactions; and obtaining additional capital, which may include the issuance of equity or other securities, additional debt financing, the sale of assets, or other financing or capital-raising transactions. Such additional financing or equity transactions may not be available to the Company on favorable terms, if at all, and the Company's ability to pursue them is subject to prevailing market conditions, the terms of its existing indebtedness (including any required lender consents or mandatory application of proceeds), or other factors, many of which are outside the Company's control. The potential outcomes of the strategic alternatives review, or a failure to satisfy the conditions of the June 19, 2026 amendment, could include a refinancing, recapitalization, restructuring or sale of the Company or its assets, the issuance of additional equity that would materially dilute existing stockholders, or the Company seeking protection under applicable bankruptcy or insolvency laws, any of which could result in a significant or complete loss of value to the holders of the Company's common stock.
Management has concluded that its plans, which have not been fully implemented as of the date these Consolidated Financial Statements are issued, do not alleviate the substantial doubt. Therefore, there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that these Consolidated Financial Statements are issued. The accompanying Consolidated Financial Statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. They do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classifications of liabilities, that may result from the uncertainty related to the Company's ability to continue as a going concern. See Note Q (Subsequent Events) for additional information regarding the June 19, 2026 amendment to the Credit and Guaranty Agreement.
C - 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
The Company operates in a single reportable segment which represents our core business of offering integrated automotive sales and financing solutions for customers with limited financial resources regardless of credit history. For more information regarding one reportable segment, see Note P.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant estimates include the Company’s allowance for credit losses.
Concentration of Risk
The Company provides financing in connection with the sale of substantially all of its vehicles. These sales are made primarily to customers residing in Alabama, Arkansas, Georgia, Illinois, Indiana, Iowa, Kentucky, Mississippi, Missouri, Oklahoma, Tennessee, and Texas, with approximately 26% of revenues resulting from sales to Arkansas customers.
As of April 30, 2026, and periodically throughout the year, the Company maintained cash in financial institutions in excess of the amounts insured by the federal government. The cash is held in several highly rated banking institutions.
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The Company regularly monitors its counterparty credit risk and mitigates exposure by limiting the amount it invests in one institution.
Restrictions on Distributions/Dividends
The Company’s credit facilities generally restrict distributions by the Company to its shareholders. On October 30, 2025, the Company entered into a new Credit and Guaranty Agreement that, among other things, limits the Company's ability to repurchase shares of its common stock or make other shareholder distributions. The agreement permits additional share repurchases or other shareholder distributions only under specified exceptions (such as limited tax distributions and certain employee-related repurchases) or if certain financial thresholds and conditions are satisfied. As of April 30, 2026, the Company did not meet those conditions and, accordingly, is not permitted to repurchase shares of its common stock, pay dividends, or make other distributions to its shareholders without the prior consent of the lenders. The Company was in compliance with all applicable covenants as of April 30, 2026.
Cash Equivalents
The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents.
Restricted Cash
Restricted cash is related to the financing and securitization transactions discussed below and is held by the respective securitization trusts, as well as restricted cash provided as collateral for letters of credit.
Restricted cash from collections on auto finance receivables includes collections of principal and interest payments on auto finance receivables that are restricted for payment to holders of non-recourse notes payable pursuant to the applicable agreements.
The restricted cash on deposit in reserve accounts is for the benefit of holders of non-recourse notes payable and these funds are not expected to be available to the Company or its creditors. If the cash generated by the related receivables in a given period was insufficient to pay the interest, principal, and other required payments, the balances on deposit in the reserve accounts would be used to pay those amounts.
Restricted cash consists of the following at April 30, 2026 and 2025:
(In thousands) April 30, 2026 April 30, 2025
Restricted cash from collections on auto finance receivables for non-recourse notes payable $ 38,385 $ 48,571
Restricted cash on deposit in reserve accounts for non-recourse notes payable 41,848 66,158
Restricted cash for letters of credit 4,451 —
Restricted Cash $ 84,684 $ 114,729
Financing, Securitization, and Warehouse Transactions
The Company uses term securitizations as a source of long-term financing for a portion of its auto-finance receivables. In these transactions, a pool of auto finance receivables is sold to a special purpose entity that, in turn, transfers the receivables to a special purpose securitization trust. The securitization trust issues asset-backed securities, secured or otherwise supported by the transferred receivables, and the proceeds from the sale of the asset-backed securities are used for general operations, including the funding of finance receivables which may be securitized in the future.
The Company recognizes transfers of auto finance receivables into the term securitization trust as secured borrowings, recording the auto finance receivables and the related non-recourse notes payable on our consolidated balance sheet. These auto finance receivables can only be used as collateral to settle obligations of the related non-recourse notes payable until the issued notes are repaid in full. The term securitization investors have no recourse to the Company’s assets
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beyond the related auto finance receivables, the amounts on deposit in the reserve account, and the cash from collections on auto finance receivables.
The Company’s $150 million amortizing warehouse loan facility entered into in July 2024 was fully repaid in October 2024 and terminated in November 2025.
See Note D for additional information on the Company's auto finance receivables and Note G for additional information on the Company's non-recourse notes payable and warehouse loan facility.
The Company has entered into a senior secured term loan facility executed on October 30, 2025. Borrowings under this facility are secured by substantially all of the assets of the Company and its subsidiaries and are accounted for as long-term debt. The Company recognizes interest expense over the contractual term using the effective interest method and records unamortized discounts and issuance costs as a reduction of the carrying amount of the related debt. See Note G for additional information on this senior secured term loan facility.
The Company carries the debt from the term securitization trusts on its balance sheet in recognition of the Company’s residual economic interest in the receivable pools for each transaction. The Company or one of its subsidiaries serves as the servicer for each securitization, managing collection activities as it does with its overall portfolio of receivables. The overcollateralization in each financing serves to absorb credit losses (subject to limitations) and the Company receives remaining assets of the trust upon repayment in full of the related indebtedness. The Company's most recent securitization, 2025-4, completed in December 2025, incorporates a residual cash flow structure under which excess cash flows from the underlying pool of finance receivables, after payment of principal, interest, and trust expenses in accordance with the priority of payments, are distributed to the Company on a monthly basis over the life of the transaction. This differs from the Company's prior securitizations, which utilized an accelerated amortization structure under which excess cash flows were applied to the repayment of the related notes.
Finance Receivables, Repossessions, Charge-offs, Allowance for Credit Losses and Contract Modifications
The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts carry a weighted average interest rate of approximately 17.7% using the simple effective interest method including any deferred fees. The Company originates contracts at interest rates ranging from 6.00% up to 20.3% based on the credit score of the customer and applicable state usury limits. Contract origination costs are not significant. The installment sale contracts are structured to have variable payments whereby borrowers are obligated to pay back principal plus the full amount of interest that will accrue over the entire term of the contract. Finance receivables are collateralized by vehicles sold and consist of contractually scheduled payments from installment contracts net of unearned finance charges and an allowance for credit losses. Unearned finance charges to be collected represent the balance of interest receivable to be earned over the remaining term of the related installment contract, and as such, have been reflected as a reduction to the gross contract amount in arriving at the principal balance in finance receivables. Total earned finance charges were $8.0 million and $7.4 million at April 30, 2026 and 2025, respectively, on the Consolidated Balance Sheets.
An account is considered delinquent when the customer is one day or more behind on their contractual payments. While the Company does not formally place contracts on nonaccrual status, the immaterial amount of interest that may accrue after an account becomes delinquent up until the point of resolution via repossession or write-off, is reserved for against the accrued interest on the Consolidated Balance Sheets. Delinquent contracts are addressed and either made current by the customer, which is the case in most situations, or the vehicle is repossessed or written off if the collateral cannot be recovered quickly. Customer payments are set to match their payday with approximately 78% of payments due on either a weekly or bi-weekly basis. The frequency of the payment due dates combined with the general decline in the value of the collateral lead to prompt resolutions on problem accounts. At April 30, 2026, 4.1% of the Company’s finance receivables balances were 30 days or more past due compared to 3.4% at April 30, 2025.
Substantially all of the Company’s installment sale contracts involve contracts made to individuals with impaired or limited credit histories, or higher debt-to-income ratios than permitted by traditional lenders. Contracts made with buyers who are restricted in their ability to obtain financing from traditional lenders generally entail a higher risk of delinquency, default and repossession, and higher losses than contracts made with buyers with better credit. At the time of originating an installment sale contract, the Company requires customers to meet certain criteria that demonstrate their intent and ability to pay for the financed principal and interest on the vehicle they are purchasing. However, the Company recognizes that their customer base is at a higher risk of default given their impaired or limited credit histories.
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The Company strives to keep its delinquency percentages low, and not to repossess vehicles. Accounts one to three days late are contacted by telephone or text messaging notifications. Notes from each contact are electronically maintained in the Company’s proprietary loan servicing system. The Company also utilizes text messaging that allows customers the option to receive due date reminders and late notifications, if applicable. The Company attempts to resolve payment delinquencies amicably prior to repossessing a vehicle. If a customer becomes severely delinquent in his or her payments, and management determines that timely collection of future payments is not probable, the Company will take steps to repossess the vehicle.
The Company regularly offers contract modifications to its customers. Approximately half of the Company’s installment sale contracts on average require one or more modifications to accommodate changes in the customer’s financial circumstances over the life of the contract. These modifications are made at the discretion of dealership management without requiring the account to be re-processed through the loan origination system or meet standard origination criteria. Modifications typically involve adjustments to payment terms, such as modest extensions to the overall contract term to lower the installment payment amount, with such modifications being expected to increase recoveries and improve the likelihood of repayment. At the time of the modification, payment terms are restructured so that the Company expects to collect all amounts due, including accrued interest at the contractual rate, during the modification period. When a customer’s contract is modified, the outstanding balance remains unchanged. Extension periods are limited to twelve months beyond the initial payment term and are available for use in one or more modifications over the life of the contract. Due to the subprime nature and limited financial resources of the majority of the Company’s customers, all modifications that result in a term extension are identified by the Company as modifications made to customers experiencing financial difficulty and therefore included in the related disclosures. The Company’s use of contract modifications helps the Company mitigate credit loss and potential repossession of the underlying vehicle.
A limited subset of the Company’s installment sale contracts—representing approximately 1.3%, 1.1% and 1.1% of total finance receivables as of April 30, 2026, 2025 and 2024, respectively—require modification due to customers entering bankruptcy protection. These modifications typically include a combination of reductions in interest rates and extensions of contract terms as part of the bankruptcy plan. When a customer enters Chapter 13 bankruptcy proceedings and includes their vehicle in the bankruptcy plan, the Company transitions the account relationship from the customer to the bankruptcy trustee upon confirmation of the customer’s bankruptcy plan. Under these circumstances, the bankruptcy trustee assumes responsibility for distributing payments to creditors on behalf of the bankruptcy court, including the Company, as allocated under the court-approved bankruptcy plan. The Company suspends its standard collections practices following the customer’s bankruptcy filing and treats these accounts as being administered by the bankruptcy trustee rather than the customer, conducting all account-related communications, payment processing, and modification activities with the trustee in accordance with the bankruptcy plan and applicable bankruptcy law. Payments received from the bankruptcy trustee are applied first to accrued interest charges and then to principal reduction if sufficient funds remain. The Company continues to identify the related receivable as current in the Company’s receivables aging records while the account is being paid through the bankruptcy court system and assesses the collectability of these accounts based on factors including the trustee's payment history, the customer’s compliance with the bankruptcy plan, and the specific terms and duration of the court-approved plan. If the customer’s bankruptcy proceeding is dismissed, the Company’s collection process reverts back to the existing terms of the installment sale contract.
For those vehicles that are repossessed, the majority are returned or surrendered by the customer on a voluntary basis. Other repossessions are performed by Company personnel or third-party repossession agents. Depending on the condition of a repossessed vehicle, it is either resold on a retail basis through a Company dealership or sold for cash on a wholesale basis primarily through physical or online auctions.
The Company takes steps to repossess a vehicle when the customer becomes delinquent in his or her payments and management determines that timely collection of future payments is not probable. Accounts are charged-off after the expiration of a statutory notice period for repossessed accounts, or when management determines that the timely collection of future payments is not probable for accounts where the Company has been unable to repossess the vehicle. For accounts with respect to which the vehicle was repossessed, the fair value of the repossessed vehicle is charged as a reduction of the gross finance receivables balance charged-off. On average, accounts are approximately 73 days and 71 days past due at the time of charge-off for the years ended April 30, 2026 and 2025, respectively. For previously charged-off accounts that are subsequently recovered, the amount of such recovery is credited to the allowance for credit losses. The amount of net repossession and charge-off loss is also reduced by any deferred service contract and accident protection plan revenue at the time of charge-off.
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The quantitative portion of the Company’s allowance for credit losses is measured using an undiscounted cash flow (“CF”) model whereby the undiscounted cash flows are adjusted by a prepayment rate and then the lifetime loss rate is applied and compared to the amortized cost basis of finance receivables to reflect management’s estimate of expected credit losses. The CF model is based on installment sale contract level characteristics of the Company’s finance receivables, such as the contractual payment structure, maturity date, payment frequency for recurring payments, and interest rates, as well as the following assumptions:
•a historical loss period, which represents a full economic credit cycle utilizing loss experience, to calculate the historical loss rate; and
•static annualized historical rate based on average time of charge-off; and
•expected prepayment rates based on our historical experience, which also incorporates non-standard contractual payments such as down payments made during the first ninety-days or annual seasonal payments.
The Company’s allowance for credit losses also considers qualitative factors not captured within the CF modeled results such as changes in underwriting and collection practices, economic trends, changes in volume and terms of installment sales contracts, credit quality trends, installment sale contract review results, collateral trends, and concentrations of credit. The Company’s qualitative factors incorporate a macroeconomic variable forecast of inflation over a reasonable and supportable forecast period of one year that affects its customers’ non-discretionary income and ability to repay. The reasonable and supportable forecast period of one year is based on management’s current review of the reliability of extended forecasts and is applied as an adjustment to the historical loss rate.
The Company maintains an allowance for credit losses on an aggregate basis at an amount it considers sufficient to cover net credit losses expected over the remaining life of the installment sales contracts in the portfolio at the measurement date. At April 30, 2026, the weighted average total contract term was 49.0 months, with 35.4 months remaining. At April 30, 2025, the weighted average total contract term was 48.3 months with 35.9 months remaining. The allowance for credit losses at April 30, 2026, $329.9 million, was 25.15% of the principal balance in finance receivables of $1.4 billion, less deferred accident protection plan (“APP”) revenue of $44.9 million, deferred service contract revenue of $51.5 million, and pending APP claims of $4.7 million. The allowance for credit losses at April 30, 2025, $323.1 million, was 23.25% of the principal balance in finance receivables of $1.5 billion, less deferred APP revenue of $51.5 million, deferred service contract revenue of $61.8 million, and pending APP claims of $6.2 million. The allowance for credit losses is periodically reviewed by management with any changes reflected in current operations.
In most states, the Company offers retail customers who finance their vehicle the option of purchasing an accident protection plan product as an add-on to the installment sale contract. This product contractually obligates the Company to cancel the remaining principal outstanding for any contract where the retail customer has totaled the vehicle, as defined by the product, or the vehicle has been stolen. The Company periodically evaluates anticipated losses to ensure that if anticipated losses exceed deferred accident protection plan revenues, an additional liability is recorded for such a difference. At April 30, 2026 and 2025, anticipated losses did not exceed deferred accident protection plan revenues. No such liability was required at April 30, 2026 and 2025.
Inventory
Inventory consists of used vehicles and is valued at the lower of cost or net realizable value on a specific identification basis. Vehicle reconditioning costs are capitalized as a component of inventory. Repossessed vehicles and trade-in vehicles are recorded at fair value, which approximates wholesale value. The cost of used vehicles sold is determined using the specific identification method.
Goodwill
Goodwill reflects the excess of purchase price over the fair value of specifically identified net assets purchased. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are tested for impairment annually as of the Company's fiscal year end, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. In performing its impairment test, the Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company concludes that it is, or if it elects to bypass the qualitative
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assessment, the Company performs a quantitative test by comparing the fair value of the reporting unit with its carrying amount and recognizes an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
The Company had $22.8 million of goodwill as of April 30, 2026 and 2025.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Expenditures for additions, remodels and improvements are capitalized. Costs of repairs and maintenance are expensed as incurred. Leasehold improvements are amortized over the shorter of the estimated life of the improvement or the lease period. The lease period includes the primary lease term plus any extensions that are reasonably assured. Depreciation is computed principally using the straight-line method generally over the following estimated useful lives:
Furniture, fixtures and equipment 3 to 7 years
Leasehold improvements 5 to 15 years
Buildings and improvements 18 to 39 years
Long-Lived Assets
Long-lived assets, such as property and equipment, capitalized internal-use software and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares the undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, such assets are considered to be impaired, and the impairment is recognized to the extent that the carrying value exceeds its fair value.
During the fiscal year ended April 30, 2026, the Company recognized $11.0 million of impairment related to long-lived assets associated with 60 dealership locations closed as part of the Company's footprint optimization initiative. The impairment charges consisted of approximately $7.6 million related to fixed assets and $3.4 million related to the right-of-use assets for the associated leased properties.
Cloud Computing Implementation Costs
The Company enters into cloud computing service contracts to support its sales, inventory management, and administrative activities. The Company capitalizes certain implementation costs for cloud computing arrangements that meet the definition of a service contract. The Company includes these capitalized implementation costs within prepaid expenses and other assets on the Consolidated Balance Sheets. Once placed in service, the Company amortizes these costs over the remaining subscription term to the same caption on the Consolidated Statement of Operations as the related cloud subscription. Capitalized implementation costs for cloud computing arrangements accounted for as service contracts were $18.3 million and $19.9 million as of April 30, 2026, and 2025, respectively. Amortization expense of capitalized implementation costs for these arrangements was $6.1 million and $4.3 million for the twelve months ended April 30, 2026 and 2025, respectively.
Cash Overdraft
As checks are presented for payment from the Company’s primary disbursement bank account, monies are drawn against cash balances. 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. Any cash overdraft balance is reflected in accrued liabilities on the Company’s Consolidated Balance Sheets.
Deferred Sales Tax
Deferred sales tax represents a sales tax liability of the Company for vehicles sold on an installment basis in the states of Alabama and Texas. Under Alabama and Texas law, for vehicles sold on an installment basis, the related sales tax
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is due as the payments are collected from the customer, rather than at the time of sale. Deferred sales tax liabilities are reflected in accrued liabilities on the Company’s Consolidated Balance Sheets.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations.
Revenue Recognition
Revenues are generated principally from the sale of used vehicles, which in most cases includes a service contract and an accident protection plan product, as well as interest income and late fees earned on finance receivables. Revenues are net of taxes collected from customers and remitted to government agencies. Cost of vehicle sales include costs incurred by the Company to prepare the vehicle for sale including license and title costs, gasoline, transport services and repairs.
Revenues from the sale of used vehicles are recognized when the sales contract is signed, the customer has taken possession of the vehicle and, if applicable, financing has been approved. Revenues from the sale of vehicles sold at wholesale are recognized at the time the proceeds are received. Revenues from the sale of service contracts are recognized ratably over a nine-month term for each 12,000 miles of coverage, a recognition pattern adopted in the second quarter of fiscal year 2025 as a change in accounting estimate. These service contracts provide coverage for the earlier of a stated number of miles or a stated number of months, ranging from 12,000 miles or 12 months up to 36,000 miles or 36 months. Because the Company estimates that the covered mileage is generally used before the contract's month limit is reached, revenue is recognized over a shorter period than the stated month term — approximately nine months for a 12,000-mile (12-month) contract, 18 months for a 24,000-mile (24-month) contract, and 27 months for a 36,000-mile (36-month) contract, or from less than one year to just over two years. Service contract revenues are included in sales and the related expenses are included in cost of sales. Accident protection plan revenues are initially deferred and then recognized to income using the “Rule of 78’s” interest method over the life of the contract so that revenues are recognized in proportion to the amount of cancellation protection provided. Accident protection plan revenues are included in sales and related losses are included in cost of sales as incurred. Any unearned revenue from ancillary products is charged-off at the time of repossession. Interest income is recognized on all active finance receivables accounts using the simple effective interest method. Active accounts include all accounts except those that have been paid-off or charged-off.
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Sales consist of the following for the years ended April 30, 2026, 2025 and 2024:
Years Ended April 30,
(In thousands) 2026 2025 2024
Sales – used autos $ 861,343 $ 987,346 $ 1,003,640
Wholesales – third party 46,874 40,070 52,463
Service contract sales 85,178 83,753 67,213
Accident protection plan revenue 34,418 35,039 37,482
Total $ 1,027,813 $ 1,146,208 $ 1,160,798
At April 30, 2026 and 2025, finance receivables more than 90 days past due were approximately $7.0 million and $5.7 million, respectively. Late fee revenues totaled approximately $5.9 million, $5.3 million, and $4.9 million for the fiscal years ended 2026, 2025, and 2024, respectively. Late fees are recognized when collected and are reflected within interest and other income on the Consolidated Statements of Operations.
During the years ended April 30, 2026 and 2025, the Company recognized $42.1 million and $34.4 million, respectively, of revenue that had been included in the deferred service contract revenue balance at the beginning of each period (April 30, 2025, and 2024, respectively).
Advertising costs are expensed as incurred and consist principally of television, radio, print media and digital marketing costs. Advertising costs amounted to $4.7 million, $5.1 million and $4.3 million for the years ended April 30, 2026, 2025 and 2024, 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 6% of each employee’s compensation. The Company contributed approximately $1.7 million, $1.5 million, and $1.1 million to the plans for the years ended April 30, 2026, 2025 and 2024, 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, included in stock-based compensation. Amounts for fiscal years 2026, 2025 and 2024 were not material individually or in the aggregate. A total of 200,000 shares were registered and 110,817 remain available for issuance under this plan at April 30, 2026.
Earnings (Loss) per Share
Basic earnings (loss) per share are computed by dividing net income (loss) attributable to common stockholders by the average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed by dividing net income (loss) attributable to common stockholders by the average number of common shares outstanding during the period plus dilutive common stock equivalents. The calculation of diluted earnings per share takes into consideration the potentially dilutive effect of common stock equivalents, such as outstanding stock options and non-vested restricted stock, which if exercised or converted into common stock would then share in the earnings of the Company. In computing diluted earnings per share, the Company utilizes the treasury stock method and anti-dilutive securities are excluded.
Stock-Based Compensation
The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options and restricted stock, based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards. The Company may issue either new shares or treasury shares upon exercise of these awards. Stock-based compensation plans, related expenses, and assumptions used in the Black-Scholes option pricing model are more fully
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described in Note L. If an award contains a performance condition, expense is recognized only for those shares for which it is considered reasonably probable as of the current period end that the performance condition will be met. The Company accounts for forfeitures as they occur and records any excess tax benefits or deficiencies from equity awards in the Consolidated Statements of Operations in the reporting period in which the exercises occur. The Company did not recognize a discrete income tax benefit related to equity awards for the year ended April 30, 2026 or for the year ended April 30, 2025. As a result, fluctuations in stock prices between the grant and exercise dates of equity awards will affect the Company’s income tax expenses and its effective tax rate.
Warrants
The Company may issue warrants to purchase shares of its common stock in connection with financing arrangements or other corporate transactions. Warrants are evaluated at issuance to determine whether they should be classified as equity or as a liability in accordance with ASC 815-40 and ASC 480. Warrants that are indexed to the Company’s own stock and meet the equity-classification conditions are recorded in additional paid-in capital at their grant-date fair value. When warrants are issued with debt, the Company allocates the proceeds between the debt and the warrants on a relative fair value basis, with the amount allocated to the warrants recorded in equity and the amount allocated to the debt recorded as a discount amortized to interest expense over the term of the debt. Equity-classified warrants are not subsequently remeasured. Warrants that do not meet the equity-classification criteria are recorded as liabilities and remeasured at fair value each reporting period, with changes in fair value recognized in earnings.
Treasury Stock
In connection with equity-based awards issued under the Company's incentive plan, the Company received 9,534, 10,200, and 4,274 shares of its common stock which were surrendered to pay the exercise price and related tax withholding and were to be held as treasury stock for a total cost of $297,000, $434,000, and $365,000 during the years ended April 30, 2026, 2025, and 2024, respectively. Treasury stock may be used for issuances under the Company’s stock-based compensation plans or for other general corporate purposes. The Company has a reserve account of 10,000 shares of treasury stock to secure outstanding service contracts issued in Iowa in accordance with the regulatory requirements of that state and another reserve account of 14,000 shares of treasury stock for its subsidiary, ACM Insurance Company, in accordance with the requirements of the Arkansas Department of Insurance.
Facility Leases
The Company’s leases primarily consist of operating leases related to retail stores, office space, and land. For more information on financing obligations, see Note G.
The initial term for real property leases is typically 3 to 10 years. Most leases include one or more options to renew, with renewal terms that can extend the lease term from 3 to 10 years or more. The Company includes options to renew (or terminate) in the lease term, and as part of the right-of-use (“ROU”) asset and lease liability, when it is reasonably certain that the options will be exercised. The weighted average remaining lease term as of April 30, 2026 was 9.4 years.
The ROU asset and the related lease liability are initially measured at the present value of future lease payments over the lease term. As most leases do not provide an implicit interest rate, the Company obtains a quote for a collateralized debt obligation from a group of lenders each quarter to determine the present value of future payments of leases commenced for that quarter. The weighted average discount rate as of April 30, 2026 was 5.0%.
The Company includes variable lease payments in the initial measurement of ROU assets and lease liabilities only to the extent they depend on an index or rate. Changes in such indices or rates are accounted for in the period the change occurs, and do not result in the remeasurement of the ROU asset or liability. The Company is also responsible for payment of certain real estate taxes, insurance, and other expenses on leases. These amounts are generally considered to be variable and are not included in the measurement of the ROU asset and lease liability. Non-lease components are generally accounted for separately from lease components. The Company’s leases do not contain any material residual value guarantees or material restricted covenants.
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Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. For entities other than PBEs, the requirements will be effective for annual periods beginning after December 15, 2025. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025, and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. As of April 30, 2026, the Company adopted this new ASU retrospectively and it only impacts the Company's income tax disclosures with no impact to its operations, cash flows, and financial condition.
Recently Issued Accounting Pronouncements
Occasionally, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies which the Company will adopt as of the specified effective date. Unless otherwise discussed, the Company believes the implementation of recently issued standards which are not yet effective will not have a material impact on its Consolidated Financial Statements upon adoption.
In October 2023, the FASB issued an accounting pronouncement (ASU 2023-06) related to disclosure or presentation requirements for various subtopics in the FASB’s Accounting Standards Codification (“Codification”). The amendments in the update are intended to align the requirements in the Codification with the U.S. Securities and Exchange Commission’s (“SEC”) regulations and facilitate the application of GAAP for all entities. The effective date for each amendment is the date on which the SEC removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or if the SEC has not removed the requirements by June 30, 2027, this amendment will be removed from the Codification and will not become effective for any entity. Early adoption is prohibited. We do not expect this update to have a material impact on our Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires public business entities to provide enhanced disclosures of certain natural expense categories within relevant income statement captions. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its financial statement disclosures. This ASU will likely result in additional disclosures being included in the Company's Consolidated Financial Statements once adopted.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The standard updates the capitalization criteria for internal-use software and requires related disclosures to be provided under ASC 360. The guidance is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its financial statement disclosures.
D - Finance Receivables, Net
The Company originates installment sale contracts from the sale of used vehicles at its dealerships. These installment sale contracts, which originate at interest rates ranging from 6.0% to 20.3%, are collateralized by the vehicle sold and typically provide for payments over periods ranging from 11 months to 70 months. The Company’s finance receivables are defined as one segment and one class of loans, which is sub-prime consumer automobile contracts. As of the fourth quarter of fiscal year 2025, the Company maintains two distinct loan pools for the purpose of estimating expected credit losses under the CECL model in accordance with ASC 326. These pools are grouped based on origination method and are managed collectively under a unified credit risk management framework. Although not considered separate segments under applicable disclosure rules, each pool is evaluated separately for expected credit losses, and the allowance
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for credit losses is determined accordingly. The components of finance receivables as of April 30, 2026 and 2025 are as follows:
As of April 30,
(In thousands) 2026 2025
Gross contract amount $ 1,821,480 $ 1,946,042
Less unearned finance charges (408,421) (436,887)
Principal balance $ 1,413,059 $ 1,509,155
Less: estimated insurance receivables for APP claims (2,149) (2,910)
Less: allowance for APP claims (2,420) (3,135)
Less allowance for credit losses (329,901) (323,100)
Finance receivables, net $ 1,078,589 $ 1,180,010
Loan origination costs 578 663
Finance receivables, net, including loan origination costs $ 1,079,167 $ 1,180,673
Auto finance receivables collateralizing the non-recourse notes payable related to the financing and securitization transactions completed during the fiscal year 2026 and 2025 were $939.9 million and $844.5 million, respectively.
Changes in the finance receivables, net, for the years ended April 30, 2026, 2025 and 2024 are as follows:
As of April 30,
(In thousands) 2026 2025 2024
Balance at beginning of period $ 1,180,010 $ 1,097,931 $ 1,062,760
Finance receivable originations 952,451 1,075,080 1,079,946
Finance receivable collections (477,730) (469,379) (455,828)
Provision for credit losses (419,230) (374,559) (423,406)
Losses on claims for accident protection plan (36,276) (34,525) (34,504)
Inventory acquired in repossession and accident protection plan claims (120,636) (114,538) (131,037)
Balance at end of period $ 1,078,589 $ 1,180,010 $ 1,097,931
Changes in the finance receivables allowance for credit losses for the years ended April 30, 2026, 2025 and 2024 are as follows:
Years Ended April 30,
(In thousands) 2026 2025 2024
Balance at beginning of period $ 323,100 $ 331,260 $ 299,608
Provision for credit losses 419,230 374,559 423,406
Charge-offs (534,561) (499,887) (525,634)
Recovered collateral 122,132 117,168 133,880
Balance at end of period $ 329,901 $ 323,100 $ 331,260
Amounts recovered from previously written-off accounts were $4.3 million, $3.5 million, and $2.8 million for the years ended April 30, 2026, 2025 and 2024, respectively. These amounts are netted against recovered collateral in the table above.
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The Company increased the allowance for credit losses as a percentage of finance receivables from 23.25% at April 30, 2025 to 25.15% at April 30, 2026.
Earlier, in fiscal year 2025, the Company reduced the allowance for credit losses due to improved performance from contracts initiated under tighter underwriting standards. The allowance was further reduced to 23.25% in the fourth quarter, following refinements to the Company's CECL methodology and continued strong collections performance.
The following table presents the finance receivables that are current and past due as follows:
(Dollars in thousands) April 30, 2026 April 30, 2025
Principal Balance Percent of Portfolio Principal Balance Percent of Portfolio
Current $ 1,090,757 77.19 % $ 1,208,330 80.06 %
3 - 29 days past due 264,121 18.69 % 249,263 16.52 %
30 - 60 days past due 39,541 2.80 % 34,407 2.28 %
61 - 90 days past due 11,676 0.83 % 11,461 0.76 %
> 90 days past due 6,964 0.49 % 5,694 0.38 %
Total $ 1,413,059 100.00 % $ 1,509,155 100.00 %
Accounts one and two days past due, as well as bankruptcy accounts, are considered current for this analysis, due to the varying payment dates and variation in the day of the week at each period end. The Company suspends its standard collections practices following a customer’s bankruptcy filing and treats these accounts as being administered by the bankruptcy trustee rather than the customer, conducting all account-related communications, payment processing, and modification activities with the trustee in accordance with the bankruptcy plan and applicable bankruptcy law. Delinquencies may vary from period to period based on the average age of the portfolio, seasonality within the calendar year, the day of the week and overall economic factors. The above categories are consistent with internal operational measures used by the Company to monitor credit results.
Substantially all of the Company’s installment sale contracts involve contracts made to individuals with impaired or limited credit histories, or higher debt-to-income ratios than permitted by traditional lenders. Contracts made with buyers who are restricted in their ability to obtain financing from traditional lenders generally entail a higher risk of delinquency, default and repossession, and higher losses than contracts made with buyers with better credit. The Company monitors customer scores, contract term length, payment to income, down payment percentages, and collections for credit quality indicators.
Years ended, April 30,
2026 2025
Average total collected per active customer per month $ 591 $ 575
Principal collected as a percent of average finance receivables 31.9 % 31.8 %
Average down-payment percentage 5.1 % 5.5 %
Average originating contract term (in months) 45.1 44.4
As of April 30,
2026 2025
Portfolio weighted average contract term, including modifications (in months) 49.0 48.3
Total dollars collected per active customer increased 2.6% year over year and principal collections as a percentage of average finance receivables increased slightly by 10 basis points compared to prior year. The average originating
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contract term increased slightly as the average retail sales price was up $666 and term is optimized to the distribution by score, shortening terms for higher credit risk customers and allowing additional terms for better credit scoring customers.
When customers apply for financing, the Company’s proprietary scoring models rely on the customers’ credit histories and certain application information to evaluate and rank their risk. The Company obtains credit histories and other credit data that includes information such as number of different addresses, age of oldest record, high risk credit activity, job time, time at residence and other factors. The application information that is used includes income, collateral value and down payment. The scoring models yield credit grades that represent the relative likelihood of repayment. The Company has historically utilized a six-point scorecard for credit evaluation. In May 2024, a new seven-point scorecard was introduced, offering greater granularity and improving the accuracy of loss ratio projections. Under this enhanced scoring model, customers with the highest probability of repayment are 7-rated customers. Customers assigned to a lower grade are determined to have a lower probability of repayment. For loans that are approved, the credit grade influences the terms of the agreement, such as the maximum amount financed, term length and minimum down payment. After origination, credit grades are generally not updated.
The following table presents a summary of finance receivables by credit quality indicator, as of April 30, 2026, segregated by customer score and year of origination.
As of April 30, 2026
(Dollars in thousands) Customer Score by Fiscal Year of Origination Prior to
Customer Rating 2026 2025 2024 2023 2022 2022 Total %
1-2 $ 81,189 $ 14,093 $ 3,349 $ 1,210 $ 143 $ 10 $ 99,994 7.1 %
3-4 189,904 120,255 48,506 11,118 1,806 353 371,942 26.3 %
5-7 458,844 286,935 133,766 49,532 11,001 1,045 941,123 66.6 %
Total $ 729,937 $ 421,283 $ 185,621 $ 61,860 $ 12,950 $ 1,408 $ 1,413,059 100.0 %
Charge-offs $ 119,519 $ 249,473 $ 114,246 $ 40,960 $ 9,243 $ 1,120 $ 534,561
The following table presents a summary of finance receivables by credit quality indicator, as of April 30, 2025, segregated by customer score and year of origination.
As of April 30, 2025
(Dollars in thousands) Customer Score by Fiscal Year of Origination Prior to
Customer Rating 2025 2024 2023 2022 2021 2021 Total %
1-2 $ 46,422 $ 13,367 $ 4,584 $ 743 $ 45 $ 45 $ 65,206 4.3 %
3-4 284,265 131,084 44,141 9,241 826 219 469,776 31.1 %
5-7 509,740 277,865 138,342 42,843 4,856 527 974,173 64.6 %
Total $ 840,427 $ 422,316 $ 187,067 $ 52,827 $ 5,727 $ 791 $ 1,509,155 100.0 %
Charge-offs $ 120,995 $ 237,829 $ 109,105 $ 28,518 $ 2,842 $ 598 $ 499,887
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Contract Modifications
During the preparation of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2025, management identified that our previously issued financial statements contained material omissions of required disclosures under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 310-10-50-42 through 50-44 related to loan modifications for borrowers experiencing financial difficulty. The previously issued financial statements for fiscal year ended April 30, 2024 have been restated to include such disclosures.
The Company identifies and discloses modifications made to customers experiencing financial difficulty after the origination date. Due to the subprime nature and limited financial resources of the majority of the Company’s customers, all modifications that result in a term extension are identified by the Company as modifications made to customers experiencing financial difficulty and therefore included in the related disclosures. These modifications are made with the intent to support customers while preserving asset value and minimizing credit losses.
The following tables present the aggregate outstanding principal balance of contracts that have been modified during the fiscal year, categorized by type of modification. These modifications represent management’s efforts to work with customers experiencing financial difficulty to help them maintain their vehicle ownership while preserving asset value for the Company. The percentages shown represent the portion of the total gross finance receivables portfolio as of the end of the fiscal year that has been modified at least once during the year.
The following table presents contract modifications by type of modification at April 30, 2026, 2025 and 2024:
Contract Modifications by Type
(Dollars in thousands) April 30, 2026 April 30, 2025 April 30, 2024 (Restated)
Type of Modification Principal Balance % of Portfolio Principal Balance % of Portfolio Principal Balance % of Portfolio
Term extension $ 416,389 29.5 % $ 425,791 28.2 % $ 462,992 32.2 %
Combination(1) 10,633 0.8 % 10,350 0.7 % 10,929 0.8 %
Total $ 427,022 30.3 % $ 436,141 28.9 % $ 473,921 33.0 %
(1)These modifications result from customer bankruptcy filings and have been made in accordance with bankruptcy court requirements. They generally consist of a reduction in the contractual interest rate and/or an extension of the contract term as part of the customer’s court-approved payment restructuring plan.
The following table describes the financial effect of the modifications for each fiscal year:
Type of Modification Fiscal Year 2026 Fiscal Year 2025 Fiscal Year 2024 (Restated)
Term extension Added a weighted average of 1.9 months to the life of contracts, which reduced monthly payment amounts to borrowers. Added a weighted average of 2.2 months to the life of contracts, which reduced monthly payment amounts to borrowers. Added a weighted average of 2.3 months to the life of contracts, which reduced monthly payment amounts to borrowers.
Combination Added a weighted average of 21.3 months to the life of contracts, which reduced monthly payment amounts to borrowers and/or reduced interest rates to a weighted average of 7.76%. Added a weighted average of 21.5 months to the life of contracts, which reduced monthly payment amounts to borrowers and/or reduced interest rates to a weighted average of 9.16%. Added a weighted average of 18.6 months to the life of contracts, which reduced monthly payment amounts to borrowers and/or reduced interest rates to a weighted average of 8.81%.
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The Company closely monitors the performance of the contracts that are modified to understand the effectiveness of its modification efforts. The following table depicts the status of contracts that have term modifications in the applicable fiscal year:
Payment Status (Principal Balance)
(In thousands) Total Current 3-29 Days Past Due 30-60 Days Past Due 61-90 Days Past Due 90+ Days Past Due
For Fiscal Year 2026 $ 416,389 $ 297,413 $ 98,286 $ 16,302 $ 3,694 $ 694
For Fiscal Year 2025 425,791 304,859 100,554 14,149 3,900 2,329
For Fiscal Year 2024 (Restated) 462,992 326,937 117,390 13,890 2,724 2,051
The following table depicts the status of contracts that have term modifications due to the combination of modifications due to bankruptcies for the periods presented:
Payment Status (Principal Balance)
(In thousands) Total Payment Received in Last 30 Days Payment Received in Last 31-60 Days Payment Received in Last 61-90 Days Payment Received in Last 90+ Days
For Fiscal Year 2026 $ 10,633 $ 5,107 $ 1,342 $ 741 $ 3,443
For Fiscal Year 2025 10,350 5,864 1,596 843 2,047
For Fiscal Year 2024 (Restated) 10,929 5,528 1,808 1,366 2,227
As of April 30, 2026, customer contracts with an aggregate principal balance of $131.0 million were charged off within 12 months following contract modifications. For comparative purposes, as of April 30, 2025 and April 30, 2024, customer contracts with aggregate principal balances of $133.0 million and $153.9 million, respectively, were charged off within 12 months following contract modifications.
These modifications and their subsequent performance were evaluated under the Company’s CECL methodology, and the related allowance for credit losses reflects expected future losses based on borrower performance, economic conditions, and the nature of the modifications. The Company continues to monitor the performance of all modified contracts and has credit risk management processes in place to assess and manage these exposures.
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E - Property and Equipment
A summary of property and equipment is as follows:
(In thousands) April 30, 2026 April 30, 2025
Land $ 11,883 $ 11,998
Buildings and improvements 21,718 23,575
Furniture, fixtures and equipment 25,911 26,139
Leasehold improvements 47,261 51,466
Construction in progress 297 1,028
Less accumulated depreciation and amortization (64,215) (57,312)
Property and equipment, net $ 42,855 $ 56,894
Fixed asset impairment charges for the year ended April 30, 2026 were $7.6 million related to the closure of 60 stores during the year.
F - Accrued Liabilities
A summary of accrued liabilities is as follows:
(In thousands) April 30, 2026 April 30, 2025
Cash overdraft $ — $ 1,289
Employee compensation and benefits 9,020 7,983
Deferred sales tax (see Note C) 8,591 10,326
Fair value of contingent consideration 5,768 6,298
Accrued interest payable 805 2,155
Property taxes payable 1,433 1,452
Unearned Revenue 5,331 4,200
Other 4,953 2,246
Total Accrued Liabilities $ 35,901 $ 35,949
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G – Debt
A summary of debt is as follows:
As of April 30,
(In thousands) 2026 2025
Senior Secured Notes Payable $ 300,000 $ —
Debt issuance costs (15,041) —
Original issue discount (10,800) —
Non-cash debt discount - warrant (10,478) —
Senior Secured Notes Payable, net $ 263,681 $ —
Revolving line of credit $ — $ 208,322
Debt issuance costs — (3,553)
Revolving line of credit, net $ — $ 204,769
Non-recourse notes payable - 2023-1 Issuance $ — $ 46,289
Non-recourse notes payable - 2023-2 Issuance — 92,949
Non-recourse notes payable - 2024-1 Issuance — 73,158
Non-recourse notes payable - 2024-2 Issuance 63,773 194,139
Non-recourse notes payable - 2025-1 Issuance 71,650 168,318
Non-recourse notes payable - 2025-2 Issuance 110,758 —
Non-recourse notes payable - 2025-3 Issuance 88,209 —
Non-recourse notes payable - 2025-4 Issuance 126,641 —
Debt issuance costs - non-recourse notes payable (2,346) (2,843)
Non-recourse notes payable, net $ 458,685 $ 572,010
Total debt $ 722,366 $ 776,779
Credit and Guaranty Agreement (Senior Secured Notes Payable)
On October 30, 2025, the Company and its subsidiaries entered into a Credit and Guaranty Agreement with Silver Point Finance, LLC, as Administrative Agent and Collateral Agent, under which the lending group extended a senior secured term loan facility in an aggregate principal amount of $300.0 million with a maturity date of October 30, 2030. In connection with the Credit and Guaranty Agreement, the Company also issued Silver Point and certain of its affiliates warrants to purchase up to 937,487 shares of the Company's common stock at an exercise price of $22.63 per share with an expiration date of October 30, 2031.
The senior secured term loan facility is collateralized primarily by finance receivables, inventory, and equity ownership interests of certain subsidiaries of the Company and contains a guarantee by each Credit Party. Interest under the Agreement is payable monthly or quarterly, depending on the interest period selected by the Borrowers. The applicable margin is (a) with respect to term benchmark loans, 7.50% per annum, and (b) with respect to base rate loans, 6.50% per annum. The facility does not require periodic principal amortization; instead, the full outstanding principal balance is payable in a single lump-sum payment at maturity.
The Credit Agreement contains various reporting and performance covenants including, but not limited to, (i) maintenance of certain financial ratios and metrics, (ii) limitations on certain amounts and types of borrowings from other sources, (iii) restrictions on certain operating activities and (iv) limitations on the payment of dividends or distributions.
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Termination of Revolving Line of Credit
The Company repaid and terminated its $350.0 million asset-backed revolving line of credit on October 30, 2025. Accordingly, no amounts were outstanding under the facility as of April 30, 2026.
The Company incurred total costs of $4.5 million in connection with the termination of the revolving credit facility, consisting of $1.8 million of prepayment penalties and $2.7 million related to the write-off of previously incurred unamortized debt issuance costs. These costs have been recorded as loss on extinguishment of debt.
Warrants to Purchase Common Stock
In connection with the Credit and Guaranty Agreement, on October 30, 2025, the Company issued warrants to purchase an aggregate of 937,487 shares of the Company's common stock, par value $0.01 per share, to Silver Point and certain of its affiliates at an exercise price of $22.63 per share. The Company recorded the warrants in equity at their allocated fair value and allocated the remaining proceeds from the term loan borrowing to the term loan, net of a discount.
The warrants expire on October 30, 2031. The exercise price and the number of shares underlying the warrants are subject to adjustment in the event of specified events, including a subdivision or combination of the Company's common stock, a reclassification of the common stock, certain change of control transactions, certain rights offerings or specified dividend payments, and certain issuances or sales of common stock for consideration below the then-current exercise price, in each case subject to certain limitations as set forth in the executed agreement. Upon exercise, the aggregate exercise price may be paid, at the warrant holder's election, in cash or on a cashless net share settlement basis, based upon the fair market value of the Company's common stock at the time of exercise.
The Company agreed to provide certain customary registration rights with respect to the resale of shares of common stock underlying the warrants held by or issuable to the holder from time to time. Pursuant to these registration rights, the Company registered the shares underlying the warrants on a registration statement under the Securities Act of 1933, as amended, effective January 16, 2026. The warrant agreement also contains customary indemnity and contribution obligations in connection with such registration.
The warrants were valued at approximately $12.1 million using the Black-Scholes option pricing model as of the issuance date. The Company allocated the proceeds from the senior secured term loan between the warrants and the loan based on their relative fair values. The portion allocated to the warrants was recorded in additional paid-in capital. The portion allocated to the term loan resulted in a debt discount, which will be amortized over the life of the loan using the effective interest method.
The fair value of warrants issued is estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions in the table below.
Years Ended,
April 30, 2026 April 30, 2025
Expected terms (years) 6 0
Risk-free interest rate 3.55 % — %
Volatility 57.73 % — %
Exercise stock price 22.63 —
Dividend yield — % — %
Non-Recourse Notes Payable
As of April 30, 2026, the Company has five outstanding series of asset-backed non-recourse notes (known as the “2024-2 Issuance”, “2025-1 Issuance”, “2025-2 Issuance”, "2025-3 Issuance", and "2025-4 Issuance"). All five issuances are collateralized by installment sale contracts directly originated by the Company. Credit enhancement for the non-recourse notes payable consists of overcollateralization, a reserve account funded with an initial amount of not less than 2.0% of the pool balance, excess interest on the auto finance receivables, and in some cases, the subordination of certain
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payments to noteholders of less senior classes of notes. The timing of principal payments on the non-recourse notes payable is based on the timing of principal collections and defaults on the related auto finance receivables. As of April 30, 2026, the outstanding notes payable related to the term securitization transactions accrue interest predominately at fixed rates and have scheduled maturities of August 20, 2031, November 20, 2031, June 20, 2028 and February 20, 2032, January 20, 2030 and July 20, 2032, and May 20, 2030 and August 20, 2032, respectively, but may be repaid earlier, depending upon collections from the underlying auto finance receivables. The original principal balance and weighted average fixed coupon rate for the outstanding securitizations are as follows:
Original Principal Balance (in thousands) Weighted Average Coupon Rate
2024-2 $ 300,000 7.44 %
2025-1 200,000 6.49 %
2025-2 216,000 6.27 %
2025-3 171,960 5.46 %
2025-4 161,264 7.02 %
On July 12, 2024, the Company’s principal operating subsidiary, America’s Car Mart, Inc., and a newly formed affiliate entered into a loan and security agreement under which the Company’s affiliate borrowed $150 million in funding through an amortizing warehouse loan facility collateralized by installment sale contracts directly originated by the Company’s operating subsidiaries. The Company used the funding from the warehouse loan facility to pay down outstanding amounts borrowed under the Company’s revolving line of credit to fund its finance receivables. The loan and security agreement provided for additional borrowing availability, subject to the terms and conditions of the agreement, and recourse against the Company with respect to up to 10% of the aggregate amount borrowed under the warehouse facility. Interest on any outstanding balances accrues at a rate of SOFR plus 350 basis points, with a scheduled maturity date of July 12, 2026. In October 2024, the Company used the proceeds from its 2024-2 Issuance to pay down the outstanding balance under the warehouse loan facility. The warehouse loan facility was terminated in November 2025, and as such, no debt was outstanding under the warehouse loan facility as of April 30, 2026.
H – Fair Value Measurements
Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.
ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Topic 820 describes three levels of inputs that may be used to measure fair value:
•Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities.
•Level 2 Inputs – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3 Inputs – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Because no market exists for certain of the Company’s financial instruments, fair value estimates are based on judgments and estimates regarding yield expectations of investors, credit risk and other risk characteristics, including interest rate and prepayment risk. These estimates are subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
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The methodology and assumptions utilized to estimate the fair value of the Company’s financial instruments are as follows:
Financial Instruments and Other Assets Valuation Methodology
Cash, cash equivalents, and restricted cash The carrying amount is considered to be a reasonable estimate of fair value due to the short-term nature of the financial instruments (Level 1).
Repossessed inventory The fair value approximates wholesale value (Level 1).
Finance receivables, net The Company estimated the fair value of its receivables at what a third-party purchaser might be willing to pay. The Company has had discussions with third parties and has bought and sold portfolios and has had a third-party appraisal in 2025 that indicates a range of 38% to 43% discount to face would be a reasonable fair value in a negotiated third-party transaction. The sale of finance receivables from Car-Mart of Arkansas to Colonial is made at a 40.5% discount. For financial reporting purposes these sale transactions are eliminated (Level 2).
Accounts payable The carrying amount is considered to be a reasonable estimate of fair value due to the short-term nature of the financial instrument (Level 2).
Contingent consideration The fair value was based upon inputs from the earn-out projection (Level 2).
Senior secured note payable The fair value approximates carrying value due to the variable interest rates charged on the borrowings, which reprice frequently (Level 2).
Revolving line of credit The fair value approximates carrying value due to the variable interest rates charged on the borrowings, which reprice frequently (Level 2).
Non-recourse notes payable The fair value was based upon inputs derived from prices for similar instruments at period end (Level 2).
The estimated fair values, and related carrying amounts, of the financial instruments and other assets included in the Company’s financial statements at April 30, 2026 and 2025 are as follows:
April 30, 2026 April 30, 2025
(In thousands) Carrying Value Fair Value Carrying Value Fair Value
Cash and cash equivalents $ 46,962 $ 46,962 $ 9,808 $ 9,808
Restricted cash 84,684 84,684 114,729 114,729
Inventory - Repossessions 20,263 20,263 18,845 18,845
Finance receivables, net 1,079,167 840,770 1,180,673 928,130
Accounts payable 32,063 32,063 34,980 34,980
Contingent Consideration 5,768 5,768 6,298 6,298
Senior secured notes payable, net 263,681 263,681 — —
Revolving line of credit, net — — 204,769 204,769
Non-recourse notes payable, net 458,685 462,975 572,010 581,029
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I - Income Taxes
The components of net income (loss) before income tax expense are as follows:
Years Ended April 30,
(In thousands) 2026 2025 2024
Domestic $ (107,981) $ 22,801 $ (40,135)
Total $ (107,981) $ 22,801 $ (40,135)
The components of the provision for income taxes are as follows:
Years Ended April 30,
(In thousands) 2026 2025 2024
Current expense (benefit):
Federal $ 3,985 $ 12,408 $ 9,453
State 84 3,123 3,312
Total $ 4,069 $ 15,531 $ 12,765
Deferred expense (benefit):
Federal $ 21,636 $ (7,325) $ (18,916)
State 5,425 (3,337) (2,591)
Total $ 27,061 $ (10,662) $ (21,507)
Total income tax expense (benefit) $ 31,130 $ 4,869 $ (8,742)
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A reconciliation of the Company’s statutory income tax rate and effective tax rate is as follows:
Years Ended April 30,
2026 2025 2024
(In thousands, except for percentages of income before tax) Amount Percent Amount Percent Amount Percent
Pretax Income (Loss) $ (107,981) $ 22,801 $ (40,135)
US Federal Statutory Tax Rate (22,676) 21.0 % 4,788 21.0 % (8,428) 21.0 %
State and Local Income Taxes, net of Federal benefit (1) 5,508 (5.1) % (966) (4.2) % (1,204) 3.0 %
Tax Credits:
Federal Employment Credits (246) 0.2 % 173 0.8 % (63) 0.2 %
Change in valuation allowance 47,227 (43.7) % — — % — — %
Nontaxable or Nondeductible Items:
Section 162(m) limitation 205 (0.2) % 288 1.3 % 405 (1.0) %
Related Finance Provision/(Benefit) (841) 0.8 % 1,083 4.8 % — — %
Other (85) 0.1 % 47 0.2 % (184) 0.5 %
Other Adjustments:
True Ups 2,038 (1.9) % (571) (2.5) % — — %
Other, net — — % 26 0.1 % 732 (1.8) %
Total $ 31,130 (28.8) % $ 4,869 21.4 % $ (8,742) 21.8 %
(1) State taxes in Arkansas, Alabama, and Oklahoma make up the majority (greater than 50%) of the tax effect in this category.
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The components of the Company's deferred tax assets and liabilities are as follows:
As of April 30,
(In thousands) 2026 2025 2024
Deferred tax assets:
Accrued liabilities $ 2,042 $ 2,188 $ 2,218
Inventory 172 183 152
Share based compensation 6,626 5,859 4,803
Net operating loss carryforwards 57,028 38,033 20,700
Deferred revenue 8,360 9,536 4,030
Other 94 91 —
Total deferred tax assets before valuation allowance $ 74,322 $ 55,890 $ 31,903
Valuation Allowance (52,987) — —
Total deferred tax assets after valuation allowance $ 21,335 $ 55,890 $ 31,903
Deferred tax liabilities:
Finance Receivables (52,950) (59,714) (46,056)
Property and equipment (1,820) (2,760) (3,222)
Goodwill (772) (562) (426)
Interest expense limitation — — (7)
Total deferred tax liabilities $ (55,542) $ (63,036) $ (49,711)
Net deferred tax assets (liabilities) $ (34,207) $ (7,146) $ (17,808)
Net Operating Loss Carryforwards
As of April 30, 2026, the Company had $242.0 million of U.S. federal net operating loss carryforwards, which have an unlimited carryforward period. As of April 30, 2026, the Company had $146.4 million of state net operating loss carryforwards, that begin to expire at various dates starting in 2031.
The future realization of the tax benefits from existing temporary differences and tax attributes ultimately depends on the existence of sufficient taxable income. The Company assesses the realizability of its deferred tax assets at each balance sheet date. In assessing the realization of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the projected future taxable income, expected reversal of existing deferred tax liabilities, and tax planning strategies in making this assessment. After consideration of all available evidence, both positive and negative, the Company determined that it is not more likely than not that its net deferred tax assets for its Colonial Auto Finance filing group will be realized in the foreseeable future. As a result, the Company recorded a valuation allowance on this group's net deferred tax assets of $53.0 million as of April 30, 2026.
Uncertain Tax Positions
The Company records uncertain tax positions as liabilities in accordance with ASC 740-10 and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available. Since there is complexity in some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. The calculation and assessment of the Company's income tax exposures generally involves the uncertainties in the application of complex tax laws and regulations for federal and state jurisdictions. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon local tax examination including resolutions of any related appeals or litigation on the basis of the technical merits.
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The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company's tax years are still open under statute from fiscal year 2022 to the present. The resolution of tax matters is not expected to have a material effect on the Company's Consolidated Financial Statements.
The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. As of April 30, 2026 and 2025, no accrued interest or penalties related to unrecognized tax benefits are included on the related tax liability line in the consolidated balance sheet.
Income Taxes Paid
The following summarizes the Company's income taxes paid (net of refunds received) for the years presented below:
Years Ended April 30,
(In thousands) 2026 2025 2024
Federal $ 6,913 $ 8,908 $ 4,782
State 2,261 2,224 1,677
Total $ 9,174 $ 11,132 $ 6,459
The following summarizes the jurisdictions that exceeded 5% of the Company's total income taxes paid (net of refunds) for the years presented below:
Years Ended April 30,
(In thousands) 2026 2025 2024
State:
Arkansas * $ 586 *
* Jurisdiction below the threshold for the period presented.
J – Capital Stock
The Company is authorized to issue up to 50,000,000 shares of common stock, par value $0.01 per share, and up to 1,000,000 shares of preferred stock, par value $0.01 per share. Each share of the Company’s common stock has the same relative rights as, and is identical in all respects to, each other share of the Company’s common stock. The shares of preferred stock may be issued 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, 2017, 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.
On September 20, 2024, the Company completed an underwritten public offering of 1,700,000 shares of its common stock, par value $0.01 per share, at a public offering price of $43.00. Net proceeds from the offering were $68.2 million after deducting the underwriting discount, commissions and offering costs. Under the terms of the Underwriting Agreement entered into in connection with the offering, the Company granted the underwriter an option (the “Over-allotment Option”), exercisable for 30 days, to purchase up to 255,000 additional shares of common stock (the “Option Shares”) at the public offering price, less underwriting discounts and commissions. On October 22, 2024, the Company completed the sale of 138,272 Option Shares in connection with the partial exercise by the underwriter of the Over-
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allotment Option at the public offering price of $43.00 per share. The Company received net proceeds from the sale of the Option Shares of approximately $5.6 million after deducting the underwriting discount, commissions and offering costs, resulting in aggregate net proceeds to the Company from the offering of approximately $73.8 million.
As of April 30, 2026, the Company has a total of 8,305,520 shares of its common stock outstanding, compared to 8,263,280 outstanding as of April 30, 2025.
K – 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,
2026 2025 2024
Weighted average shares outstanding-basic 8,289,319 7,524,770 6,388,537
Dilutive options and restricted stock — 156,820 —
Weighted average shares outstanding-diluted 8,289,319 7,681,590 6,388,537
Antidilutive securities not included:
Options 721,757 630,692 368,118
Warrants 937,487 — —
Restricted stock 258,466 23,421 9,898
For the year ended April 30, 2026, the Company reported a net loss. As a result, all potentially dilutive securities, including 154,107 weighted-average incremental shares determined under the treasury stock method, were excluded from the computation of diluted loss per share because their effect would have been antidilutive, and diluted loss per share equals basic loss per share. The potentially dilutive securities excluded are contained within the antidilutive securities presented in the table above.
L – Stock-Based Compensation Plans
The Company has stock-based compensation plans under which awards of non-qualified stock options, incentive stock options and restricted stock have been or may be granted to employees, directors and certain advisors of the Company. The stock-based compensation plan being utilized at April 30, 2026 is the 2024 Equity Incentive Plan. The 2024 Equity Incentive Plan was approved by the Company’s shareholders and became effective on August 27, 2024. This plan governs all new equity-based awards granted on or after its effective date. The 2024 Equity Incentive Plan includes a reserve of 500,000 shares authorized for issuance of awards under the plan. At April 30, 2026, a total of 281,790 shares remained available for future awards under the 2024 Equity Incentive Plan. The Company recorded total stock-based compensation expense for all plans of approximately $3.7 million ($4.8 million after tax effects), $4.7 million ($3.7 million after tax effects), $4.2 million ($3.3 million after tax effects) for the years ended April 30, 2026, 2025, and 2024, respectively. Tax benefits were recognized for these costs at the Company’s overall effective tax rate, excluding discrete income tax benefits related to excess benefits on share-based compensation.
Stock Option Awards
The Company has options outstanding under the Amended and Restated Stock Option Plan. The shareholders of the Company approved the Amended and Restated Stock Option Plan (the “Restated Option Plan”) on August 5, 2015, which extended the term of the Stock Option Plan to June 10, 2025 and increased the number of shares of common stock reserved for issuance under the plan by an additional 300,000 shares to 1,800,000 shares. On August 29, 2018, August 26, 2020, and August 30, 2022, the shareholders of the Company approved amendments to the Restated Option Plan increasing the number of shares of common stock reserved for issuance under the plan by an additional 200,000, 200,000, and
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185,000 shares, respectively. At April 30, 2026, a total of 643,434 shares of common stock are reserved for issuance of outstanding stock options under the Restated Option Plan. Options outstanding under the Restated Option Plan expire in the calendar years 2026 through 2034. As of April 30, 2026, there were 212,486 unvested options under the Restated Option Plan. No further awards may be granted under the Restated Option Plan.
The 2024 Equity Incentive Plan, which replaced the Restated Option Plan, provides for the grant of options to purchase shares of the Company’s common stock to employees, directors and certain advisors of the Company at a price not less than the fair market value of the stock on the date of grant and for periods not to exceed ten years. At April 30, 2026, a total of 78,323 shares of common stock are reserved for issuance of outstanding stock options under the 2024 Equity Incentive Plan with an aggregate intrinsic value of $0. Options outstanding under the 2024 Equity Incentive Plan expire in calendar years 2034 through 2035. As of April 30, 2026, there were 77,823 unvested options under the 2024 Equity Incentive Plan.
Restated Option Plan 2024 Equity Incentive Plan
Minimum exercise price as a percentage of fair market value at date of grant 100% 100%
Last expiration date for outstanding options May 9, 2034 November 11, 2035
Shares available for grant at April 30, 2026 — 281,790
The aggregate intrinsic value of outstanding options at April 30, 2026 and 2025 was $0 and $547,000, respectively.
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.
Years Ended April 30,
2026 2025 2024
Expected terms (years) 2.5 4.9 3.9
Risk-free interest rate 3.87 % 4.93 % 4.06 %
Volatility 54 % 61 % 56 %
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 the historical volatility of the Company’s common stock. The Company has not historically issued any dividends and does not expect to do so in the foreseeable future.
There were no options granted during fiscal 2026, 22,281 granted during fiscal 2025, and 197,486 granted during fiscal 2024 under the Restated Option Plan, respectively. There were 75,823 options granted during fiscal 2026 and 7,500 granted during fiscal 2025 under the 2024 Equity Incentive Plan. The grant-date fair value of options granted during fiscal 2026, 2025, and 2024 was $1.1 million, $0.5 million, and $5.7 million, respectively. The options were granted at fair market value on the date of grant. Generally, options vest after three to five years.
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The following is an aggregate summary of the activity in the stock incentive plan from April 30, 2023 to April 30, 2026:
Number of Options Exercise Price per Share Proceeds on Exercise Weighted Average Exercise Price per Share
(in thousands)
Outstanding at April 30, 2023 613,400 $ 47,480 $ 77.41
Granted 197,486 $70.57 to $86.30 14,279 72.30
Exercised (35,000) $36.54 to $54.85 (1,828) 52.23
Cancelled (40,000) $109.06 (4,362) 109.06
Outstanding at April 30, 2024 735,886 $ 55,569 $ 75.51
Granted 29,781 $42.25 to $61.32 1,703 57.19
Exercised — —
Cancelled (74,000) $46.23 to $150.83 (4,700) 63.51
Outstanding at April 30, 2025 691,667 $ 52,572 $ 76.01
Granted 75,823 $19.34 to $51.95 3,425 45.17
Exercised — —
Cancelled (45,733) $26.37 to $94.59 (2,247) 49.13
Outstanding at April 30, 2026 721,757 $ 53,750 $ 74.47
Stock option compensation expense on a pre-tax basis was $1.1 million ($1.4 million after tax effects), $1.1 million ($0.9 million after tax effects), and $1.8 million ($1.4 million after tax effects) for the years ended April 30, 2026, 2025 and 2024, respectively. As of April 30, 2026, the Company had approximately $0.8 million of total unrecognized compensation cost related to unvested options that are expected to vest. These unvested outstanding options have a weighted-average remaining vesting period of 0.7 years.
The Company had the following options exercised for the periods indicated. The impact of these cash receipts is included in financing activities in the accompanying Consolidated Statements of Cash Flows.
Years Ended April 30,
(Dollars in thousands except option data) 2026 2025 2024
Options exercised — — 35,000
Cash received from option exercises $ — $ — $ —
Intrinsic value of options exercised $ — $ — $ 1,145
There were no options exercised through net settlements during the year ended April 30, 2026.
As of April 30, 2026, there were 431,448 vested and exercisable stock options outstanding with an aggregate intrinsic value of $0 and a weighted average remaining contractual life of 4.1 years and a weighted average exercise price of $81.94.
Restricted Stock Awards
On August 5, 2015, the shareholders of the Company approved the Amended and Restated Stock Incentive Plan (the “Restated Incentive Plan”), which extended the term of the Company’s Stock Incentive Plan to June 10, 2025. On August 29, 2018, the shareholders of the Company approved an amendment to the Restated Stock Incentive Plan that increased the number of shares of common stock that may be issued under the Restated Incentive Plan by 100,000 shares to 450,000. The 2024 Equity Incentive Plan replaced the Restated Incentive Plan. As of August 27, 2024, no further awards may be granted under the Restated Incentive Plan. For shares issued under the Restated Incentive Plan and the 2024 Equity
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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 Restricted Stock Award activity in the Company’s stock incentive plan:
Number of Shares Weighted Average Grant Date Fair Value
Unvested shares at April 30, 2023 181,783 $ 61.22
Shares granted 74,647 68.56
Shares vested (13,037) 62.78
Shares cancelled (32,183) 61.14
Unvested shares at April 30, 2024 211,210 $ 63.73
Shares granted 89,862 55.67
Shares vested (34,583) 71.73
Shares cancelled (14,620) 73.53
Unvested shares at April 30, 2025 251,869 $ 59.19
Shares granted 79,975 36.47
Shares vested (43,559) 63.38
Shares cancelled (29,819) 54.78
Unvested shares at April 30, 2026 258,466 $ 51.90
The fair value at vesting for Awards under the Restated Incentive Plan and 2024 Equity Incentive Plan was $13.4 million, $14.9 million, and $13.5 million in fiscal 2026, 2025, and 2024, respectively.
The Company recorded compensation cost of approximately $2.6 million ($3.3 million after tax effects), $3.6 million ($2.8 million after tax effects), and $1.8 million ($1.4 million after tax effects) related to the issuance of restricted stock awards under the Restated Incentive Plan and 2024 Equity Incentive Plan during the years ended April 30, 2026, 2025, and 2024, respectively. As of April 30, 2026, the Company had $3.2 million of total unrecognized compensation cost related to unvested awards granted under the Restated Incentive Plan and 2024 Equity Incentive Plan, which the Company expects to recognize over a weighted-average remaining period of 1.6 years.
There were no modifications to any of the Company’s outstanding share-based payment awards during fiscal 2026 or fiscal 2025.
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M - Commitments and Contingencies
Letter of Credit
The Company has standby letters of credit relating to insurance policies totaling $4.5 million at April 30, 2026.
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, 2026, the aggregate rentals due under such leases, including renewal options that are reasonably assured, were as follows:
Years Ending Amount
April 30, (in thousands)
2027 $ 9,427
2028 8,304
2029 7,143
2030 5,855
2031 4,958
Thereafter 26,365
Total undiscounted operating lease payments $ 62,052
Less: imputed interest (12,219)
Present value of operating lease liabilities $ 49,833
The $62.1 million of operating lease commitments includes $21.3 million of non-cancelable lease commitments under the lease terms and $40.8 million of lease commitments for renewal periods at the Company’s option that are reasonably assured. For the years ended April 30, 2026, 2025, and 2024, rent expense for all operating leases amounted to approximately $10.4 million, $10.1 million, and $9.0 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. The results of legal proceedings cannot be predicted with certainty, however, 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, and as such they file separate federal and state income tax returns. Car-Mart of Arkansas routinely sells its finance receivables to Colonial at what the Company believes to be fair market value and is able to take a tax deduction at the time of sale for the difference between the tax basis of the receivables sold and the sales price. These types of transactions, based upon facts and circumstances, have been permissible under the provisions of the Internal Revenue Code as described in the Treasury Regulations. For financial accounting purposes, these transactions are eliminated in consolidation, and a deferred income tax liability has been recorded for this timing difference. The sale of finance receivables from Car-Mart of Arkansas to Colonial provides certain legal protection for the Company’s finance receivables and, principally because of certain state apportionment characteristics of Colonial, also has the effect of reducing the Company’s overall effective state income tax rate. The actual interpretation of the regulations is in part a facts and circumstances matter. The Company believes it satisfies the material provisions of the regulations. Failure to satisfy those provisions could result in the loss of a tax deduction at the time the receivables are sold and have the effect of increasing the Company’s overall effective income tax rate as well as the timing of required tax payments.
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N - Supplemental Cash Flow Information
Supplemental cash flow disclosures for the years ended April 30, 2026, 2025, and 2024 are as follows:
Years Ended April 30,
(In thousands) 2026 2025 2024
Supplemental disclosures:
Interest paid $ 78,570 $ 70,650 $ 65,647
Income taxes paid, net 9,174 11,132 6,459
Non-cash transactions:
Inventory acquired in repossession and accident protection plan claims 120,636 114,538 137,366
Issuance of warrants 11,642 — —
Reduction in net receivables for deferred ancillary product revenue at time of charge-off 33,454 33,257 37,877
Net settlement option exercises — — 1,828
Right-of-use assets obtained in exchange for operating lease liabilities — 384 2,134
Right-of-use assets obtained in exchange for operating lease liabilities through acquisitions — 7,433 1,822
O - Acquisitions
On June 3, 2024, the Company completed its business combination of Texas Auto Center (“TAC”), which includes two dealership locations in Austin and San Marcos, Texas.
The total purchase price of the TAC acquisition was $13.5 million, which included $3.5 million of contingent consideration. The structure of the transaction is consistent with prior transactions whereby the Company did not acquire existing finance receivables and the seller may receive a performance-based earn-out in the future ranging from zero to a maximum of $15.0 million based on cumulative pre-tax income.
The excess of the purchase price over the fair values of the net assets acquired was allocated to goodwill, all of which is deductible for tax purposes and represents the future economic benefits expected to arise from anticipated synergies and intangible assets that do not qualify for separate recognition. The Company recorded the preliminary fair values of the assets acquired and liabilities assumed in the TAC acquisition, which resulted in the recognition of: (1) net working capital assumed of $100,000, (2) inventory of $5.0 million, (3) gross right-of-use asset and lease liability of $7.4 million and (4) goodwill of $8.5 million. The Company finalized the purchase price allocation during the first quarter of fiscal 2026 upon the expiration of the measurement period, with no adjustments to the amounts previously recognized.
P – Segment Reporting
The Company conducts its operations through a single reportable segment representing the consolidated entity selling and financing used vehicles. Management has determined the Company consists of a single operating and reportable segment. The chief operating decision maker (“CODM”), who is the Chief Executive Officer, manages the Company on a consolidated basis and utilizes sales, provision for credit losses, and net income (loss) as presented on the Consolidated Statements of Operations as the primary financial measures used in assessing the performance of the Company.
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The CODM is provided with the following significant segment expenses within selling, general and administrative expenses on the consolidated statement of operations. Other segment items within consolidated net income (loss) are all separately disclosed on the Consolidated Statement of Operations.
Segment reporting for the years ended April 30, 2026, 2025, and 2024 are as follows:
Years Ended April 30,
(Dollars in thousands) 2026 Change 2025 Change 2024
Compensation and benefits:
Compensation and benefits, excluding share-based compensation expense $ 120,988 5.0 % $ 115,173 0.8 % $ 114,266
Share-based compensation expense 3,727 (20.8) 4,708 12.8 4,174
Total compensation and benefits $ 124,715 4.0 $ 119,881 1.2 118,440
Store occupancy costs 30,263 43.0 21,161 9.6 19,309
Advertising costs 4,691 (7.2) 5,057 18.0 4,284
Other overhead costs 48,415 13.1 42,822 14.5 37,388
Total selling, general and administrative expenses $ 208,084 10.1 $ 188,921 5.3 $ 179,421
Q – Subsequent Events
As described in Note B (Liquidity and Going Concern), the Company's $300.0 million senior secured term loan facility under its Credit and Guaranty Agreement with Silver Point Finance, LLC, as administrative agent (see Note G), requires the Company to maintain compliance with certain financial covenants, including a minimum liquidity covenant. The Company was in compliance with these covenants as of April 30, 2026. Subsequent to April 30, 2026, the Company failed to comply with these covenants, specifically the minimum liquidity covenant and the minimum collateral coverage ratio covenant. The Company obtained a series of short-term waivers from its lenders and, on June 19, 2026, entered into an amendment to the Credit and Guaranty Agreement (the "Amendment") that provides covenant relief for a limited period extending through early September 2026, which may be extended through November 2026 only if specified conditions are satisfied. The Amendment requires the Company to satisfy certain milestones during the relief period. In connection with the waivers and the Amendment, the Company incurred additional debt issuance costs of approximately $18.0 million, which were added to the outstanding principal balance under the Credit and Guaranty Agreement. If the Company fails to satisfy these milestones or the other conditions of the Amendment, or is unable to obtain further covenant relief, waivers or financing prior to the expiration of the relief period, the lenders would be entitled to exercise remedies under the Credit and Guaranty Agreement, including acceleration of the outstanding indebtedness.
On June 3, 2026, the Board of Directors approved a retention program for senior management, including the named executive officers, and other key employees, consisting of cash retention awards and stock options intended to support operational stability during the Special Committee's evaluation of strategic alternatives. Cash retention awards were $1,200,000 to the Chief Executive Officer, $563,000 to the Chief Financial Officer, $531,000 to the Chief Operating Officer, and $300,000 to the Chief Accounting Officer. Each award must be repaid, on a post-tax basis, if the executive's employment ends before the earlier of a change in control or one year from the grant date, unless the termination is without cause, for good reason, or due to death or disability.
The stock options were granted at an exercise price equal to the closing stock price on the grant date and vest in four equal annual installments. A portion were issued as contingent options requiring stockholder approval of additional shares under the 2024 Equity Incentive Plan at the 2026 Annual Meeting; if approval is not obtained, those options will be voided.
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