Edgar Filing: AMERICAS CARMART INC

f11k_062612.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

Form 11-K

___________________

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _____________

Commission file number: 0-14939

America's Car-Mart, Inc. 401(K) Plan

(Full title of the plan and the address of the plan, if different from that of issuer named below)

America's Car-Mart, Inc.

802 SE Plaza Avenue, Suite 200

Bentonville, AR 72712

(Name of issuer of the securities held pursuant to the plan and the address of

its principal executive office)

The following financial statements and reports, which have been prepared pursuant to the requirements of the Employee Retirement Income Security Act of 1974, are filed as part of this Annual Report on Form 11-K:

Report of Independent Registered Public Accounting Firm

Financial Statements:

Statements of Net Assets Available for Benefits, December 31, 2011 and 2010

Statement of Changes in Net Assets Available for Benefits, Year Ended December 31, 2011

Notes to Financial Statements

Supplemental Schedule:

Schedule of Assets (Held at End of Year), December 31, 2011

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

AMERICA'S CAR-MART, INC. 401(k) PLAN

FINANCIAL STATEMENTS

AND SUPPLEMENTAL SCHEDULE

DECEMBER 31, 2011 and 2010

WITH

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

CONTENTS

Report of Independent Registered Public Accounting Firm	1

Statements of Net Assets Available for Benefits –
December 31, 2011 and 2010	2

Statement of Changes in Net Assets Available for Benefits –
Year ended December 31, 2011	3

Notes to Financial Statements	4

Supplemental Schedule
Form 5500, Schedule H – Part IV - Line 4i – Schedule of Assets
(Held at End of Year) – December 31, 2011	11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Plan Administrator

America's Car-Mart, Inc. 401(k) Plan

We have audited the accompanying statements of net assets available for benefits of America's Car-Mart, Inc. 401(k) Plan as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan has determined it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of America's Car-Mart, Inc. 401(k) Plan as of December 31, 2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011, in conformity with United States generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2011, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the United States Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

\s\ HOGANTAYLOR LLP

Fayetteville, Arkansas

June 26, 2012

AMERICA'S CAR-MART, INC. 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2011 and 2010

	2011		2010
Assets
Cash	$	19,777	$	17,327

Investments, at fair value		3,025,310		2,610,589

Receivables:
Notes receivable from participants		333,586		192,560
Accrued investment income		670		639
Due from brokers for securities sold		7,127		2,462

Total receivables		341,383		195,661

Total assets		3,386,470		2,823,577

Liabilities
Refunds of excess contributions		50,093		46,290
Due to brokers for securities purchased		23,482		16,897

Total liabilities		73,575		63,187

Net assets available for benefits	$	3,312,895	$	2,760,390

See notes to financial statements.

AMERICA'S CAR-MART, INC. 401(k) PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2011

Investment income:
Interest and dividends	$	30,008
Net appreciation in fair value of investments		50,009

Total investment income		80,017

Interest income on notes receivable from participants		11,285

Contributions:
Participants		420,501
Employer		173,718
Rollovers		109,719

Total contributions		703,938

Total additions		795,240

Deductions from net assets attributable to:
Benefits paid to participants		242,735

Net increase in net assets available for benefits		552,505

Net assets available for benefits, beginning of year		2,760,390

Net assets available for benefits, end of year	$	3,312,895

See notes to financial statements.

AMERICA'S CAR-MART, INC. 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2011 and 2010

Note 1 – Description of Plan

America's Car-Mart, Inc. (the “Company” or “Employer”) sponsors the America's Car-Mart, Inc. 401(k) Plan (the “Plan”) for the benefit of its employees. The following description is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

General

The Plan is a defined contribution plan established for the benefit of the employees of the Company. The Plan is intended to satisfy all of the requirements for a qualified retirement plan under the appropriate provisions of the Internal Revenue Code (the “Code”) and similar state tax laws. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

The Plan is administrated by a committee appointed by the Company. Bank of Oklahoma, N.A., (the “Trustee”) serves as the trustee of the Plan. Bank of Oklahoma processes and maintains the records of the participant data and serves as the Plan's custodian.

Eligibility

Employees of the Company who have reached 21 years of age and have completed one year of service are eligible to participate in the Plan. A year of service means a 12-consecutive month period in which an employee has 1,000 or more hours of service. Participants may enroll in the Plan on the first day of the quarter after satisfying eligibility requirements.

Contributions

Each year, participants may contribute up to the maximum percentage of their compensation as defined by the Plan and dollar amount permissible under the Code. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also rollover amounts from other qualified plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers various mutual funds and common collective trust funds and Employer stock as investment options for participants.

The Plan also provides for discretionary Employer matching contributions, subject to limitations under the Code. During 2011, the Company provided a matching contribution equal to 50% of each participant's contributions up to a maximum of 4% of qualifying participant's compensation. Employer matching contributions are based on deferrals made each pay period.

Additional amounts may be contributed at the discretion of the Board of Directors of the Company. There were no additional discretionary contributions made during 2011.

Vesting

Participants are immediately vested in their own contributions plus or minus any earnings or losses thereon. Vesting of Employer contributions is based upon years of service according to the following schedule:

Years of Service	Vesting Percentage

One, but less than two		20	%
Two, but less than three		40	%
Three, but less than four		60	%
Four, but less than five		80	%
Five or more		100	%

Participants automatically become 100% vested upon: 1) normal retirement (attainment of age 65); 2) disability; or 3) death. Participants who terminate for any other reason are entitled to the vested amount of their accounts.

Notes receivable from participants

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 reduced by the highest outstanding loan balance during a 12-month period, or 50% of their vested account balance. Loan terms are not to exceed five years, unless the loan is for a primary residence in which case the term for repayment may not exceed 15 years. The loans are secured by the balance in the participant's account and bear interest at prime plus one percent on the date of origination. Only one loan may be outstanding at any given time. Principal and interest are paid ratably through payroll deductions.

Forfeitures

Forfeitures of Employer contributions resulting from participants withdrawing prior to becoming 100% vested are used to reduce Employer matching contributions. During 2011, forfeitures in the amount of $12,485 were used to reduce the Employer match contribution. The Plan did not have unallocated forfeitures at December 31, 2011 and 2010, respectively.

Participant accounts

Each participant's account is credited with the participant's contributions and allocations of (a) Employer contributions and (b) Plan earnings. The allocation of Employer contributions is based on participant deferrals; the allocation of Plan earnings is based on participant account balance. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Payment of benefits

Upon retirement, termination, disability or death, a participant may elect to receive a lump-sum amount equal to the vested value of his or her account. Additionally, participants are allowed to take an in-service withdrawal upon reaching the age 59½.

The Plan allows hardship withdrawals subject to account balance limits and applicable laws.

Upon employee termination, mandatory distributions are required for balances of less than $5,000. Mandatory distributions above $1,000 made without the participant's consent are paid in a direct rollover to an individual retirement account designated by the Trustee. For inactive employees who have reached age 70½, certain minimum distributions are required.

Administrative expenses

The Plan allows administrative expenses to be paid from the Plan's assets.

Note 2 – Summary of Significant Accounting Policies

Basis of accounting

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Investment valuation and income recognition

Investments are stated at fair value. Fair value is 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. See Note 4 for discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan's gains and losses on investments bought and sold as well as held during the year.

Notes receivable from participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are reported as distributions based on the terms of the Plan.

Payment of benefits

Benefits are recorded when paid. There were no benefit payments requested before year end that were not paid.

Recent accounting pronouncements

In May 2011, the Financial Accounting Standards Board issued new guidance to achieve fair value measurements and disclosure requirements in accordance with accounting principles generally accepted in the United States of America and International Financial Reporting Standards. The guidance also clarifies the application of existing fair value measurements and disclosure requirements and those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The new guidance is effective for periods beginning after December 31, 2011. The Plan's management is currently evaluating the effect that the provisions will have on the Plan's financial statements.

Note 3 – Investments

The following table presents the fair value of the participant directed investments. Individual investments that represent 5% or more of the Plan's net assets at December 31, 2011 or 2010 are separately identified.

Investment Description	2011		2010

American Growth Fund of America	$	244,343	$	226,823
America's Car-Mart, Inc. Common Stock		482,101		321,781
Cavanal Hill Cash Management Fund		443,270		319,712
Federated Kaufman		-		297,377
Fidelity Balanced		267,245		219,588
DFA International Value Fund		232,118		235,541
Lord Abbett Small Cap Blend Fund		-		227,016
Neuberger Berman Guardian Trust Fund		225,038		261,536
PIMCO Total Return Fund Institutional		239,941		214,519
Prudential Jennison Mid Cap Growth		328,462		-
Vanguard Small Cap Index		211,011		-

For the year ended December 31, 2011, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

Mutual funds	$	(87,788	)
Company stock		139,651
Common collective trust funds		(1,854	)

Total	$	50,009

Note 4 – Fair Value Measurements

Fair value is 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 (exit price). Fair value measurements are classified and disclosed in one of the following categories:

Level 1:

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2:

Inputs to the valuation methodology include:

·	Quoted prices for similar assets or liabilities in active markets

·	Quoted prices for identical or similar assets or liabilities in inactive markets

·	Inputs other than quoted prices that are observable for the asset or liability

·	Inputs that are derived principally from or corroborated by observable market data by correlation or other means

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3:

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used as of December 31, 2011 and 2010. During the years ended December 31, 2011 and 2010, there were no transfer of financial instruments between Level 1 and Level 2.

Mutual funds: Valued at the net asset value of shares held by the Plan at year end.

Company common stock: Valued at the closing price reported on the active market on which the individual securities are traded.

Common collective trust funds: Stated at fair value as determined by the issuer of the common collective trust funds based on the fair market of the underlying investments. There are no restrictions on redemptions from the common collective trust funds, and there are no unfunded commitments to them as of December 31, 2011.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables set forth by level, within the fair value hierarchy, the Plan's investments at fair value as of December 31:

	Fair Value Measurements at December 31, 2011 Using:
	Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total

Company common stock	$	482,101	$	-	$	-	$	482,101

Mutual funds:
Balanced		267,245		-		-		267,245
Growth		797,843		-		-		797,843
Value		349,335		-		-		349,335
Blended		453,911		-		-		453,911
Cash equivalents		443,270		-		-		443,270

Total mutual funds		2,311,604		-		-		2,311,604

Common collective trust funds:
Balanced		-		231,605		-		231,605

Total	$	2,793,705	$	231,605	$	-	$	3,025,310

	Fair Value Measurements at December 31, 2010 Using:
	Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total

Company common stock	$	321,781	$	-	$	-	$	321,781

Mutual funds:
Balanced		219,588		-		-		219,588
Growth		1,012,752		-		-		1,012,752
Value		343,084		-		-		343,084
Blended		215,084		-		-		215,084
Cash equivalents		319,712		-		-		319,712

Total mutual funds		2,110,220		-		-		2,110,220

Common collective trust funds:
Balanced		-		178,588		-		178,588

Total	$	2,432,001	$	178,588	$	-	$	2,610,589

Note 5 – Risks and Uncertainties

The Plan provides for investments in various investment securities, which are in general exposed to various risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits.

Note 6 – Party-in-Interest Transactions

All common collective trust funds are managed by the Trustee. Transactions with such funds qualify as exempt party-in-interest transactions. Fees paid by the Plan for the investment management services are included in net appreciation in the fair value of investments.

Cavanal Hill Investment Management Inc. manages the Cavanal Hill Cash Management Fund and is a wholly-owned subsidiary of the Trustee.

Certain administrative expenses incurred in connection with the Plan are paid by the Company. In 2011, the Company paid approximately $38,000 in administrative expenses on behalf of the Plan. The Company will not seek reimbursement from the Plan for the payment of these expenses. Certain administrative functions are performed by officers and employees of the Company. No officer or employee receives compensation from the Plan for these services.

The Plan assets at December 31, 2011 and 2010, also include 12,305 and 11,883 shares, respectively, of America's Car-Mart, Inc. common stock having a fair value of $482,101 and $321,781, respectively. The Company is the Plan Sponsor; therefore, these investment transactions qualify as exempt party-in-interest transactions. Investment in Company common stock is participant directed.

Note 7 – Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA. In the event of plan termination, the participants would become fully vested in the Employer's contributions.

Note 8 – Tax Status

The Company adopted a non-standardized prototype plan (the “Prototype Plan”) sponsored by the Trustee. The Internal Revenue Service (IRS) has determined and informed the Trustee by an opinion letter dated March 31, 2008, that the Prototype Plan is designed in accordance with applicable sections of the Code. The Prototype Plan opinion letter has been relied on by the Plan. The Plan Administrator believes the Plan is designed and is being operated in compliance with the applicable provisions of the Code. Therefore, the Plan Administrator believes the Plan is qualified and the related trust is tax-exempt and no provision for income taxes has been included in the Plan's financial statements.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS and the United States Department of Labor. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes the Plan is no longer subject to income tax examinations for years prior to 2009.

Note 9 – Subsequent Event

The Board of Directors elected to amend the Plan to change the eligibility requirements and entry dates for deferrals to immediate upon date of hire and to provide for automatic enrollment at a 2% deferral rate. The effective date of this Plan amendment is July 1, 2012.

SUPPLEMENTAL SCHEDULE

AMERICA'S CAR-MART, INC. 401(k) PLAN

FORM 5500, SCHEDULE H – Part IV, LINE 4i

SCHEDULE OF ASSETS (Held at End of Year)

EIN: 71-0791606

December 31, 2011

Plan Number: 001

(a)

(b) Identity of Issue, Borrower, Lessor, or Similar Party

Maturity Date, Rate of Interest,

Collateral, Par or Maturity Value

(d)

Cost

(e)

Current

Value

Cavanal Hill

Cavanal Hill Cash Management Fund

443,270

Bank of Oklahoma, N.A.

MAP Target 2010 Fund

17,719

Bank of Oklahoma, N.A.

MAP Target 2020 Fund

34,815

Bank of Oklahoma, N.A.

MAP Conservative Units

304

Bank of Oklahoma, N.A.

MAP Target 2030 Fund

116,181

Bank of Oklahoma, N.A.

MAP Target 2040 Fund

34,450

Bank of Oklahoma, N.A.

MAP Target 2050 Fund

27,764

Bank of Oklahoma, N.A.

MAP Target 2060 Fund

372

Dimensional Fund Advisors

DFA International Value Fund

232,118

Fidelity Investments

Fidelity Balanced

267,245

American Funds

American Growth Fund of America

244,343

MFS

MFS Value-A

108,825

AIM

Invesco Intl Growth Fund Class A

2,959

Artisan

Artisan Mid Cap Value

8,392

PIMCO Funds

PIMCO Total Return Fund Institutional

239,941

Neuberger Berman

Neuberger Berman Guardian Trust Fund

225,038

Prudential Jennison

Prudential Jennison Mid Cap Growth

328,462

Vanguard

Vanguard Small Cap Index

211,011

America's Car-Mart, Inc.

America's Car-Mart, Inc. Common Stock

482,101

Notes receivable from Participants

Rates ranging from 4.25% to 9.25%, varying maturity dates

333,586

*	Issuer is a party-in-interest to the Plan

**	Column (d) cost information not required as accounts are participant directed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrators of America's Car-Mart, Inc. 401(K) Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICA'S CAR-MART, INC. 401(K) PLAN


June 26, 2012	By:	/s/ William H. Henderson
		William H. Henderson Plan Administrator

EXHIBIT INDEX

Exhibit Number		Description of Exhibit

23.1		Consent of Hogan Taylor LLP, Independent Registered Public Accounting Firm