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Share Name | Share Symbol | Market | Type |
---|---|---|---|
World Acceptance Corp | NASDAQ:WRLD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
3.45 | 2.52% | 140.46 | 55.87 | 145.61 | 140.50 | 136.79 | 137.51 | 21,312 | 21:03:45 |
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
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South Carolina
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57-0425114
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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108 Frederick Street
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Greenville, South Carolina 29607
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(Address of principal executive offices)
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(Zip Code)
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(864) 298-9800
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(registrant's telephone number, including area code)
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Large Accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if smaller reporting company)
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Emerging growth company
o
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Item No.
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Page
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PART I - FINANCIAL INFORMATION
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1.
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Consolidated Financial Statements (unaudited):
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2.
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3.
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4.
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PART II - OTHER INFORMATION
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1.
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1A.
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2.
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3.
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4.
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5.
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6.
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SIGNATURES
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EXHIBIT INDEX
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June 30, 2017
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March 31, 2017
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||||
ASSETS
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||||
Cash and cash equivalents
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$
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14,542,511
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$
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15,200,410
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Gross loans receivable
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1,110,371,985
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1,059,804,132
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Less:
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Unearned interest, insurance and fees
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(312,785,512
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)
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(291,908,651
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)
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Allowance for loan losses
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(76,526,248
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)
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(72,194,892
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)
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Loans receivable, net
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721,060,225
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695,700,589
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Property and equipment, net
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24,400,625
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24,184,207
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Deferred income taxes, net
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40,272,046
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39,025,069
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Other assets, net
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13,471,542
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13,797,098
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Goodwill
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8,432,463
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6,067,220
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Intangible assets, net
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4,584,458
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6,614,182
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Total assets
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$
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826,763,870
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$
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800,588,775
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LIABILITIES & SHAREHOLDERS' EQUITY
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Liabilities:
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Senior notes payable
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300,550,000
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295,136,200
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Income taxes payable
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15,008,259
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12,519,417
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Accounts payable and accrued expenses
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32,743,097
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31,869,581
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Total liabilities
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348,301,356
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339,525,198
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Commitments and contingencies (Note 10)
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—
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—
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Shareholders' equity:
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Preferred stock, no par value Authorized 5,000,000, no shares issued or outstanding
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—
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—
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Common stock, no par value Authorized 95,000,000 shares; issued and outstanding 8,816,250 and 8,782,949 shares at June 30, 2017 and March 31, 2017, respectively
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—
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—
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Additional paid-in capital
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153,113,397
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144,241,105
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Retained earnings
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350,653,373
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344,605,347
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Accumulated other comprehensive loss
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(25,304,256
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)
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(27,782,875
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)
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Total shareholders' equity
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478,462,514
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461,063,577
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Total liabilities and shareholders' equity
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$
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826,763,870
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$
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800,588,775
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Three months ended June 30,
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|||||
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2017
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2016
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Revenues:
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Interest and fee income
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$
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115,638,541
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114,044,807
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Insurance income, net and other income
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13,270,882
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13,035,289
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Total revenues
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128,909,423
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127,080,096
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Expenses:
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Provision for loan losses
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30,840,058
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32,014,277
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General and administrative expenses:
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Personnel
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44,996,734
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41,995,857
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Occupancy and equipment
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10,676,217
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10,502,155
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Advertising
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4,923,822
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2,351,145
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Amortization of intangible assets
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185,822
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110,055
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Other
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12,134,494
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7,989,293
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Total general and administrative expenses
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72,917,089
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62,948,505
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Interest expense
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4,246,702
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5,586,319
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Total expenses
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108,003,849
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100,549,101
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Income before income taxes
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20,905,574
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26,530,995
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Income taxes
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7,837,888
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9,913,041
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Net income
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$
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13,067,686
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16,617,954
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Net income per common share:
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Basic
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$
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1.50
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1.91
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Diluted
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$
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1.48
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1.89
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Weighted average common shares outstanding:
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Basic
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8,687,195
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8,721,718
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Diluted
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8,826,595
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8,770,374
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Three months ended June 30,
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2017
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2016
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Net income
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$
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13,067,686
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$
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16,617,954
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Foreign currency translation adjustments
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2,478,619
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(4,292,121
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)
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Comprehensive income
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$
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15,546,305
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$
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12,325,833
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Additional Paid-in Capital
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Retained Earnings
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Accumulated Other Comprehensive Loss
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Total Shareholders' Equity
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|||||
Balances at March 31, 2016
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$
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138,835,064
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276,000,862
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(22,934,345
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)
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|
391,901,581
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|||||
Proceeds from exercise of stock options (32,702 shares), including tax expense of -$565,162
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595,343
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—
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—
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|
595,343
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|
|
Common stock repurchases (95,703 shares)
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—
|
|
|
(4,995,809
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)
|
|
—
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|
|
(4,995,809
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)
|
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Restricted common stock expense under stock option plan, net of cancellations ($284,221)
|
1,320,036
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|
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—
|
|
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—
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1,320,036
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Stock option expense
|
3,490,662
|
|
|
—
|
|
|
—
|
|
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3,490,662
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|
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Other comprehensive loss
|
—
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—
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(4,848,530
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)
|
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(4,848,530
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)
|
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Net income
|
—
|
|
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73,600,294
|
|
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—
|
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73,600,294
|
|
|
|
|
|
|
|
|
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|
|||||
Balances at March 31, 2017
|
$
|
144,241,105
|
|
|
344,605,347
|
|
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(27,782,875
|
)
|
|
461,063,577
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from exercise of stock options (92,029 shares)
|
5,334,886
|
|
|
—
|
|
|
—
|
|
|
5,334,886
|
|
|
Common stock repurchases (58,728 shares)
|
—
|
|
|
(4,614,331
|
)
|
|
—
|
|
|
(4,614,331
|
)
|
|
Restricted common stock expense under stock option plan
|
582,766
|
|
|
—
|
|
|
—
|
|
|
582,766
|
|
|
Stock option expense
|
549,311
|
|
|
—
|
|
|
—
|
|
|
549,311
|
|
|
ASU 2016-09 adoption
|
2,405,329
|
|
|
(2,405,329
|
)
|
|
—
|
|
|
—
|
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
2,478,619
|
|
|
2,478,619
|
|
|
Net income
|
—
|
|
|
13,067,686
|
|
|
—
|
|
|
13,067,686
|
|
|
|
|
|
|
|
|
|
|
|||||
Balances at June 30, 2017
|
$
|
153,113,397
|
|
|
350,653,373
|
|
|
(25,304,256
|
)
|
|
478,462,514
|
|
|
Three months ended June 30,
|
|||||
|
2017
|
|
2016
|
|||
Cash flow from operating activities:
|
|
|
|
|||
Net income
|
$
|
13,067,686
|
|
|
16,617,954
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
Amortization of intangible assets
|
185,822
|
|
|
110,055
|
|
|
Amortization of debt issuance costs
|
238,963
|
|
|
703,721
|
|
|
Provision for loan losses
|
30,840,058
|
|
|
32,014,277
|
|
|
Depreciation
|
1,791,453
|
|
|
1,741,007
|
|
|
Loss on sale of property and equipment
|
61,639
|
|
|
39,885
|
|
|
Deferred income tax benefit
|
(985,424
|
)
|
|
(1,607,396
|
)
|
|
Compensation related to stock option and restricted stock plans, net of taxes and adjustments
|
1,132,077
|
|
|
553,526
|
|
|
Change in accounts:
|
|
|
|
|
|
|
Other assets, net
|
2,579,191
|
|
|
1,355,205
|
|
|
Income taxes payable
|
2,449,633
|
|
|
10,190,089
|
|
|
Accounts payable and accrued expenses
|
(1,272,161
|
)
|
|
(5,996,755
|
)
|
|
Net cash provided by operating activities
|
50,088,937
|
|
|
55,721,568
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Increase in loans receivable, net
|
(51,779,690
|
)
|
|
(42,167,594
|
)
|
|
Net assets acquired from branch acquisitions, primarily loans
|
(2,309,245
|
)
|
|
—
|
|
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Increase in intangible assets from acquisitions
|
(521,342
|
)
|
|
—
|
|
|
Purchases of property and equipment
|
(2,015,900
|
)
|
|
(1,390,712
|
)
|
|
Proceeds from sale of property and equipment
|
70,752
|
|
|
172,027
|
|
|
Net cash used in investing activities
|
(56,555,425
|
)
|
|
(43,386,279
|
)
|
|
Cash flow from financing activities:
|
|
|
|
|
|
|
Borrowings from senior notes payable
|
61,343,800
|
|
|
55,875,000
|
|
|
Payments on senior notes payable
|
(55,930,000
|
)
|
|
(70,200,000
|
)
|
|
Debt issuance costs associated with senior notes payable
|
(420,000
|
)
|
|
—
|
|
|
Proceeds from exercise of stock options
|
5,334,886
|
|
|
166,857
|
|
|
Repurchase of common stock
|
(4,614,331
|
)
|
|
—
|
|
|
Excess tax expense from exercise of stock options
|
—
|
|
|
(171,069
|
)
|
|
Net cash provided by (used in) financing activities
|
5,714,355
|
|
|
(14,329,212
|
)
|
|
Effects of exchange-rate changes on cash and cash equivalents
|
94,234
|
|
|
(259,326
|
)
|
|
Net change in cash and cash equivalents
|
(657,899
|
)
|
|
(2,253,249
|
)
|
|
Cash and cash equivalents at beginning of period
|
15,200,410
|
|
|
12,377,024
|
|
|
Cash and cash equivalents at end of period
|
$
|
14,542,511
|
|
|
10,123,775
|
|
|
|
|
|
|||
Supplemental Disclosures:
|
|
|
|
|||
Interest paid during the period
|
3,883,860
|
|
|
4,944,649
|
|
|
Income taxes paid during the period
|
6,375,281
|
|
|
1,501,419
|
|
•
|
The Company elected to account for forfeitures as they occur, and, in accordance with the modified retrospective approach specified in ASU 2016-09, the Company recorded a cumulative effect reclassification between retained earnings and additional paid-in capital as of the beginning of the adoption year of approximately
$2.4 million
. The reclassification was needed to reflect deferred tax expense incurred prior to adoption, which had historically been charged to additional paid-in capital, in retained earnings.
|
•
|
The Company will recognize all excess tax benefits and deficiencies as income tax benefit or expense, respectively, in the income statement. The Company will recognize excess tax benefits or shortfalls regardless of whether the transaction reduces taxes payable in the current period. The Company did not record a cumulative adjustment related to this guidance, which is consistent with the prospective approach specified in ASU 2016-09.
|
•
|
The Company will combine excess tax benefits from equity awards with other income tax cash flows and will classify such cash flows as an operating activity. The Company will classify cash paid when directly withholding shares for tax-withholding purposes as a financing activity. The Company will apply this guidance prospectively, as specified in ASU 2016-09.
|
1.
|
The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified.
|
2.
|
The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified.
|
3.
|
The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.
|
•
|
Debt Prepayment or Debt Extinguishment Costs
|
•
|
Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing
|
•
|
Contingent Consideration Payments Made after a Business Combination
|
•
|
Proceeds from the Settlement of Insurance Claims
|
•
|
Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned Life Insurance Policies
|
•
|
Distributions Received from Equity Method Investees
|
•
|
Beneficial Interests in Securitization Transactions
|
•
|
Separately Identifiable Cash Flows and Application of the Predominance Principle
|
•
|
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
•
|
Level 2 – Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in market that are less active.
|
•
|
Level 3 – Unobservable inputs for assets or liabilities reflecting the reporting entity’s own assumptions.
|
|
June 30, 2017
|
|
March 31, 2017
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Level 1 inputs
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
14,542,511
|
|
|
$
|
14,542,511
|
|
|
$
|
15,200,410
|
|
|
$
|
15,200,410
|
|
Level 3 inputs
|
|
|
|
|
|
|
|
||||||||
Loans receivable, net
|
721,060,225
|
|
|
721,060,225
|
|
|
695,700,589
|
|
|
695,700,589
|
|
||||
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Level 3 inputs
|
|
|
|
|
|
|
|
||||||||
Senior notes payable
|
300,550,000
|
|
|
300,550,000
|
|
|
295,136,200
|
|
|
295,136,200
|
|
|
June 30,
2017 |
|
March 31,
2017 |
|
June 30,
2016 |
||||
|
|
|
|
|
|
||||
Small loans (U.S.)
|
$
|
662,747,809
|
|
|
630,802,614
|
|
|
669,679,726
|
|
Large loans (U.S.)
|
318,923,824
|
|
|
312,458,275
|
|
|
315,551,585
|
|
|
Sales finance loans (U.S.)
(1)
|
26,049
|
|
|
54,247
|
|
|
783,520
|
|
|
Payroll deduct "Viva" loans (Mexico)
|
78,585,491
|
|
|
69,087,314
|
|
|
56,866,053
|
|
|
Traditional installment loans (Mexico)
|
50,088,812
|
|
|
47,401,682
|
|
|
44,621,298
|
|
|
Total gross loans
|
$
|
1,110,371,985
|
|
|
1,059,804,132
|
|
|
1,087,502,182
|
|
(1)
|
The Company decided to wind down the World Class Buying Club program during the third quarter of fiscal 2015. As of March 31, 2015, the Company is no longer financing the purchase of products through the program; however, the Company will continue to service the outstanding retail installment sales contracts.
|
|
|
Three months ended June 30,
|
|||||
|
|
2017
|
|
2016
|
|||
|
|
|
|
|
|||
Balance at beginning of period
|
|
$
|
72,194,892
|
|
|
69,565,804
|
|
Provision for loan losses
|
|
30,840,058
|
|
|
32,014,277
|
|
|
Loan losses
|
|
(31,177,464
|
)
|
|
(32,694,842
|
)
|
|
Recoveries
|
|
4,208,634
|
|
|
3,722,398
|
|
|
Translation adjustment
|
|
460,128
|
|
|
(614,577
|
)
|
|
Balance at end of period
|
|
$
|
76,526,248
|
|
|
71,993,060
|
|
June 30, 2017
|
Loans individually
evaluated for
impairment
(impaired loans)
|
|
Loans collectively
evaluated for
impairment
|
|
Total
|
||||
Gross loans in bankruptcy, excluding contractually delinquent
|
$
|
4,712,263
|
|
|
—
|
|
|
4,712,263
|
|
Gross loans contractually delinquent
|
55,434,126
|
|
|
—
|
|
|
55,434,126
|
|
|
Loans not contractually delinquent and not in bankruptcy
|
—
|
|
|
1,050,225,596
|
|
|
1,050,225,596
|
|
|
Gross loan balance
|
60,146,389
|
|
|
1,050,225,596
|
|
|
1,110,371,985
|
|
|
Unearned interest and fees
|
(15,137,719
|
)
|
|
(297,647,793
|
)
|
|
(312,785,512
|
)
|
|
Net loans
|
45,008,670
|
|
|
752,577,803
|
|
|
797,586,473
|
|
|
Allowance for loan losses
|
(40,496,678
|
)
|
|
(36,029,570
|
)
|
|
(76,526,248
|
)
|
|
Loans, net of allowance for loan losses
|
$
|
4,511,992
|
|
|
716,548,233
|
|
|
721,060,225
|
|
March 31, 2017
|
Loans individually
evaluated for
impairment
(impaired loans)
|
|
Loans collectively
evaluated for
impairment
|
|
Total
|
||||
Gross loans in bankruptcy, excluding contractually delinquent
|
$
|
4,903,728
|
|
|
—
|
|
|
4,903,728
|
|
Gross loans contractually delinquent
|
54,310,791
|
|
|
—
|
|
|
54,310,791
|
|
|
Loans not contractually delinquent and not in bankruptcy
|
—
|
|
|
1,000,589,613
|
|
|
1,000,589,613
|
|
|
Gross loan balance
|
59,214,519
|
|
|
1,000,589,613
|
|
|
1,059,804,132
|
|
|
Unearned interest and fees
|
(15,336,248
|
)
|
|
(276,572,403
|
)
|
|
(291,908,651
|
)
|
|
Net loans
|
43,878,271
|
|
|
724,017,210
|
|
|
767,895,481
|
|
|
Allowance for loan losses
|
(39,182,951
|
)
|
|
(33,011,941
|
)
|
|
(72,194,892
|
)
|
|
Loans, net of allowance for loan losses
|
$
|
4,695,320
|
|
|
691,005,269
|
|
|
695,700,589
|
|
June 30, 2016
|
Loans individually
evaluated for
impairment
(impaired loans)
|
|
Loans collectively
evaluated for
impairment
|
|
Total
|
||||
Gross loans in bankruptcy, excluding contractually delinquent
|
$
|
4,849,868
|
|
|
—
|
|
|
4,849,868
|
|
Gross loans contractually delinquent
|
46,926,272
|
|
|
—
|
|
|
46,926,272
|
|
|
Loans not contractually delinquent and not in bankruptcy
|
—
|
|
|
1,035,726,042
|
|
|
1,035,726,042
|
|
|
Gross loan balance
|
51,776,140
|
|
|
1,035,726,042
|
|
|
1,087,502,182
|
|
|
Unearned interest and fees
|
(12,655,577
|
)
|
|
(289,436,429
|
)
|
|
(302,092,006
|
)
|
|
Net loans
|
39,120,563
|
|
|
746,289,613
|
|
|
785,410,176
|
|
|
Allowance for loan losses
|
(34,476,814
|
)
|
|
(37,516,246
|
)
|
|
(71,993,060
|
)
|
|
Loans, net of allowance for loan losses
|
$
|
4,643,749
|
|
|
708,773,367
|
|
|
713,417,116
|
|
|
June 30,
2017 |
|
March 31,
2017 |
|
June 30,
2016 |
||||
Credit risk
|
|
|
|
|
|
||||
Consumer loans- non-bankrupt accounts
|
$
|
1,104,398,706
|
|
|
1,053,769,654
|
|
|
1,081,650,322
|
|
Consumer loans- bankrupt accounts
|
5,973,279
|
|
|
6,034,478
|
|
|
5,851,860
|
|
|
Total gross loans
|
$
|
1,110,371,985
|
|
|
1,059,804,132
|
|
|
1,087,502,182
|
|
|
|
|
|
|
|
||||
Consumer credit exposure
|
|
|
|
|
|
|
|
||
Credit risk profile based on payment activity, performing
|
$
|
1,026,753,933
|
|
|
977,171,570
|
|
|
1,011,083,612
|
|
Contractual non-performing, 60 or more days delinquent
(1)
|
83,618,052
|
|
|
82,632,562
|
|
|
76,418,570
|
|
|
Total gross loans
|
$
|
1,110,371,985
|
|
|
1,059,804,132
|
|
|
1,087,502,182
|
|
|
|
|
|
|
|
||||
Credit risk profile based on customer type
|
|
|
|
|
|
|
|
||
New borrower
|
$
|
172,300,783
|
|
|
168,656,845
|
|
|
137,421,921
|
|
Former borrower
|
124,325,111
|
|
|
108,100,688
|
|
|
121,314,533
|
|
|
Refinance
|
795,397,267
|
|
|
765,373,325
|
|
|
810,003,062
|
|
|
Delinquent refinance
|
18,348,824
|
|
|
17,673,274
|
|
|
18,762,666
|
|
|
Total gross loans
|
$
|
1,110,371,985
|
|
|
1,059,804,132
|
|
|
1,087,502,182
|
|
(1)
|
Loans in non-accrual status.
|
|
June 30,
2017 |
|
March 31,
2017 |
|
June 30,
2016 |
||||
Contractual basis:
|
|
|
|
|
|
|
|
|
|
30-59 days past due
|
$
|
38,506,512
|
|
|
35,527,103
|
|
|
42,599,938
|
|
60-89 days past due
|
24,413,268
|
|
|
25,823,757
|
|
|
27,460,571
|
|
|
90 days or more past due
|
59,204,784
|
|
|
56,808,805
|
|
|
48,957,999
|
|
|
Total
|
$
|
122,124,564
|
|
|
118,159,665
|
|
|
119,018,508
|
|
|
|
|
|
|
|
||||
Percentage of period-end gross loans receivable
|
11.0
|
%
|
|
11.1
|
%
|
|
10.9
|
%
|
|
|
Three months ended June 30,
|
||||
|
|
2017
|
|
2016
|
||
Basic:
|
|
|
|
|
||
Weighted average common shares outstanding (denominator)
|
|
8,687,195
|
|
|
8,721,718
|
|
|
|
|
|
|
||
Diluted:
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
8,687,195
|
|
|
8,721,718
|
|
Dilutive potential common shares stock options
|
|
139,400
|
|
|
48,656
|
|
Weighted average diluted shares outstanding (denominator)
|
|
8,826,595
|
|
|
8,770,374
|
|
|
|
Three months ended June 30,
|
||
|
|
2017
|
|
2016
|
|
|
|
|
|
Dividend Yield
|
|
—%
|
|
—%
|
Expected Volatility
|
|
50.33%
|
|
56.18%
|
Average risk-free rate
|
|
1.85%
|
|
1.37%
|
Expected Life
|
|
5.0 years
|
|
5.9 years
|
|
Shares
|
|
Weighted Average Exercise
Price
|
|
Weighted Average
Remaining
Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
Options outstanding, beginning of period
|
868,141
|
|
|
$
|
67.33
|
|
|
|
|
|
||
Granted during period
|
1,020
|
|
|
50.32
|
|
|
|
|
|
|||
Exercised during period
|
(92,029
|
)
|
|
57.97
|
|
|
|
|
|
|||
Forfeited during period
|
(5,710
|
)
|
|
61.48
|
|
|
|
|
|
|||
Expired during period
|
(10,400
|
)
|
|
78.86
|
|
|
|
|
|
|||
Options outstanding, end of period
|
761,022
|
|
|
$
|
68.33
|
|
|
6.3 years
|
|
$
|
7,560,490
|
|
Options exercisable, end of period
|
452,416
|
|
|
$
|
71.43
|
|
|
5.5 years
|
|
$
|
3,149,591
|
|
|
June 30,
2017 |
|
June 30,
2016 |
||||
Three months ended
|
$
|
2,224,880
|
|
|
$
|
87,477
|
|
EPS Target
|
|
Restricted Shares Eligible for Vesting (Percentage of Award)
|
$10.29
|
|
100%
|
$9.76
|
|
67%
|
$9.26
|
|
33%
|
Below $9.26
|
|
0%
|
Trailing 4 quarter EPS Target
|
|
Restricted Shares Eligible for Vesting (Percentage of Award)
|
$13.00
|
|
25%
|
$14.50
|
|
25%
|
$16.00
|
|
25%
|
$18.00
|
|
25%
|
|
Shares
|
|
Weighted Average Fair Value at Grant Date
|
|||
Outstanding at March 31, 2017
|
111,361
|
|
|
$
|
43.11
|
|
Granted during the period
|
—
|
|
|
—
|
|
|
Vested during the period
|
(816
|
)
|
|
43.49
|
|
|
Forfeited during the period
|
—
|
|
|
—
|
|
|
Outstanding at June 30, 2017
|
110,545
|
|
|
$
|
43.11
|
|
|
|
Three months ended June 30,
|
||||
|
|
2017
|
|
2016
|
||
Share-based compensation related to equity classified awards:
|
|
|
|
|
||
Share-based compensation related to stock options
|
|
549,311
|
|
|
365,664
|
|
Share-based compensation related to restricted stock, net of adjustments and exclusive of cancellations
|
|
582,766
|
|
|
187,862
|
|
Total share-based compensation related to equity classified awards
|
|
1,132,077
|
|
|
553,526
|
|
|
|
Three months ended June 30,
|
||
|
|
2017
|
||
Acquisitions:
|
|
|
||
Number of branches acquired through business combinations
|
|
2
|
|
|
Number of loan portfolios acquired through asset purchases
|
|
8
|
|
|
Total acquisitions
|
|
10
|
|
|
|
|
|
||
Purchase price
|
|
$
|
2,830,586
|
|
|
|
|
||
Tangible assets:
|
|
|
|
|
Loans receivable, net
|
|
2,309,245
|
|
|
Property and equipment
|
|
—
|
|
|
Total tangible assets
|
|
2,309,245
|
|
|
|
|
|
||
Excess of purchase prices over carrying value of net tangible assets
|
|
521,341
|
|
|
|
|
|
||
Customer lists
|
|
471,341
|
|
|
Non-compete agreements
|
|
50,000
|
|
|
Goodwill
|
|
—
|
|
|
Total intangible assets
|
|
$
|
521,341
|
|
|
|
Three months ended June 30,
|
|||||
|
|
2017
|
|
2016
|
|||
Revenues:
|
|
|
|
|
|||
U.S.
|
|
$
|
116,638,366
|
|
|
117,065,967
|
|
Mexico
|
|
12,271,057
|
|
|
10,014,129
|
|
|
Consolidated revenues
|
|
128,909,423
|
|
|
127,080,096
|
|
|
|
|
|
|
|
|||
Provision for loan losses:
|
|
|
|
|
|||
U.S.
|
|
$
|
27,709,627
|
|
|
28,918,494
|
|
Mexico
|
|
3,130,431
|
|
|
3,095,783
|
|
|
Consolidated provision for loan losses
|
|
30,840,058
|
|
|
32,014,277
|
|
|
|
|
|
|
|
|||
General and administrative expenses:
(1)
|
|
|
|
|
|||
U.S.
|
|
$
|
66,208,186
|
|
|
57,106,384
|
|
Mexico
|
|
6,708,903
|
|
|
5,842,121
|
|
|
Consolidated general and administrative expenses
|
|
72,917,089
|
|
|
62,948,505
|
|
|
|
|
|
|
|
|||
Interest expense:
(2)
|
|
|
|
|
|||
U.S.
|
|
$
|
4,246,702
|
|
|
5,586,319
|
|
Mexico
|
|
—
|
|
|
—
|
|
|
Consolidated interest expense
|
|
4,246,702
|
|
|
5,586,319
|
|
|
|
|
|
|
|
|||
Income tax expense:
|
|
|
|
|
|||
U.S.
|
|
$
|
7,265,396
|
|
|
9,483,112
|
|
Mexico
|
|
572,492
|
|
|
429,929
|
|
|
Consolidated income tax expense
|
|
7,837,888
|
|
|
9,913,041
|
|
|
|
|
|
|
|
|||
Net income:
|
|
|
|
|
|||
U.S.
|
|
$
|
11,208,455
|
|
|
15,971,658
|
|
Mexico
|
|
1,859,231
|
|
|
646,296
|
|
|
Consolidated net income
|
|
13,067,686
|
|
|
16,617,954
|
|
(1)
|
In accordance with transfer pricing agreements between the segments, the Mexico segment reimburses the U.S. segment for personnel-related and other administrative costs incurred by the U.S. segment for the benefit of the Mexico segment. For the
three months ended June 30, 2017
and
2016
these charges totaled $0.3 million, and -$0.6 million ($0.5 million in charges net of approximately $1.1 million of expense reversal related to the retirement of the previous Senior Vice President of Mexico), respectively.
|
(2)
|
In accordance with the Company's revolving credit facility, substantially all of the Company’s assets, excluding the Company’s Mexico subsidiaries, are pledged as collateral. Any working capital contributions made by the U.S. segment to the Mexico segment are treated as contributions of capital. Therefore, the Mexico segment incurs no interest expense.
|
|
|
June 30, 2017
|
|
March 31, 2017
|
|||
Total long-lived assets
|
|
|
|
|
|||
U.S.
|
|
$
|
20,948,200
|
|
|
20,724,777
|
|
Mexico
|
|
3,452,425
|
|
|
3,459,430
|
|
|
Consolidated total long-lived assets
|
|
24,400,625
|
|
|
24,184,207
|
|
|
|
June 30, 2017
|
|
March 31, 2017
|
|||
Total assets
|
|
|
|
|
|||
U.S.
|
|
$
|
752,065,326
|
|
|
730,985,558
|
|
Mexico
|
|
74,698,544
|
|
|
69,603,217
|
|
|
Consolidated total assets
|
|
826,763,870
|
|
|
800,588,775
|
|
|
|
Three months ended June 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
|||||||
Average gross loans receivable
1
|
|
$
|
1,077,249
|
|
|
$
|
1,072,900
|
|
Average net loans receivable
2
|
|
777,987
|
|
|
777,291
|
|
||
Expenses as a % of total revenue:
|
|
|
|
|
||||
Provision for loan losses
|
|
23.9
|
%
|
|
25.2
|
%
|
||
General and administrative
|
|
56.6
|
%
|
|
49.5
|
%
|
||
Total interest expense
|
|
3.3
|
%
|
|
4.4
|
%
|
||
Operating income as a % of total revenue
3
|
|
19.5
|
%
|
|
25.3
|
%
|
||
|
|
|
|
|
||||
Return on average assets (trailing 12 months)
|
|
8.3
|
%
|
|
9.3
|
%
|
||
|
|
|
|
|
||||
Offices opened (merged) or acquired, net
|
|
4
|
|
|
(15
|
)
|
||
|
|
|
|
|
||||
Total offices (at period end)
|
|
1,331
|
|
|
1,324
|
|
(1)
|
Average gross loans receivable have been determined by averaging month-end gross loans receivable over the indicated period.
|
(2)
|
Average net loans receivable have been determined by averaging month-end gross loans receivable less unearned interest and deferred fees over the indicated period.
|
(3)
|
Operating income is computed as total revenues less provision for loan losses and general and administrative expenses.
|
|
|
As of June 30, 2016
|
||||||||||
Foreign exchange spot rate, U.S. dollars to Mexican pesos
|
|
-10%
|
|
0%
|
|
10%
|
||||||
Loans receivable, net of unearned
|
|
$
|
780,070,651
|
|
|
$
|
785,410,176
|
|
|
$
|
791,936,232
|
|
% change from base amount
|
|
(0.68
|
)%
|
|
—
|
%
|
|
0.83
|
%
|
|||
$ change from base amount
|
|
$
|
(5,339,525
|
)
|
|
$
|
—
|
|
|
$
|
6,526,056
|
|
|
|
For the three months ended June 30, 2016
|
||||||||||
Foreign exchange spot rate, U.S. dollars to Mexican pesos
|
|
-10%
|
|
0%
|
|
10%
|
||||||
Net Income
|
|
$
|
16,559,199
|
|
|
$
|
16,617,954
|
|
|
$
|
16,689,765
|
|
% change from base amount
|
|
(0.35
|
)%
|
|
—
|
%
|
|
0.43
|
%
|
|||
$ change from base amount
|
|
$
|
(58,755
|
)
|
|
$
|
—
|
|
|
$
|
71,811
|
|
•
|
identify and make appropriate personnel changes;
|
•
|
implement a new accounts payable system for the management of vendors and payments in Mexico, including requiring dual approval for all payments for legitimate and legal union commissions and fees, with the assistance of an expert third-party contractor;
|
•
|
implement a new vendor management policy, with the assistance of outside counsel in Mexico;
|
•
|
revamp, update, and expand our Code of Business Conduct and Ethics and overall compliance policies and procedures, including implementing new internal controls around key laws and regulations related to our foreign subsidiaries to require review of employee training on an annual basis to verify that it is up to date and designed appropriately;
|
•
|
develop and implement new and/or additional policies and trainings for compliance with anti-bribery, anti-corruption, and anti-money laundering laws and regulations;
|
•
|
implement a new compliance management system with a legal/regulatory risk assessment for all of our subsidiaries, including in Mexico;
|
•
|
reorganize the organizational structure of non-operational Mexico management; and
|
•
|
include the Senior Vice President-Mexico as a member of the Disclosure Committee and require periodic certifications that the signer is not aware of any inappropriate payments to government officials.
|
|
(a)
Total number of
shares purchased
|
|
(b)
Average price paid
per share
|
|
(c)
Total number of shares purchased
as part of publicly announced
plans or programs
|
|
(d)
Approximate dollar value of shares
that may yet be purchased
under the plans or programs
|
||||||
April 1 through April 30, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
6,520,509
|
|
May 1 through May 31, 2017
|
58,728
|
|
|
78.57
|
|
|
58,728
|
|
|
1,906,179
|
|
||
June 1 through June 30, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
1,906,179
|
|
||
Total for the quarter
|
58,728
|
|
|
$
|
78.57
|
|
|
58,728
|
|
|
|
|
WORLD ACCEPTANCE CORPORATION
|
||
|
|
|
|
|
|
By: /s/ Janet Lewis Matricciani
|
|
|
|
Janet Lewis Matricciani
|
|
|
|
Chief Executive Officer
|
|
|
|
Date:
|
August 8, 2017
|
|
|
|
|
|
|
By: /s/ John L. Calmes, Jr.
|
|
|
|
John L. Calmes, Jr.
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
Date:
|
August 8, 2017
|
Exhibit
Number
|
Exhibit Description
|
Filed
Herewith
|
Incorporated by Reference
|
|||
Form or
Registration
Number
|
Exhibit
|
Filing
Date
|
||||
10.1
|
Eleventh Amendment to Amended and Restated Revolving Credit Agreement, dated as of May 8, 2017, among World Acceptance Corporation, the lender parties thereto, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent
|
|
8-K
|
10.1
|
5-8-17
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
*
|
|
|
|
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
*
|
|
|
|
|
32.1
|
Section 1350 Certification of Chief Executive Officer
|
*
|
|
|
|
|
32.2
|
Section 1350 Certification of Chief Financial Officer
|
*
|
|
|
|
|
101.1
|
The following materials from the Company's Quarterly Report for the fiscal quarter ended June 30, 2017, formatted in XBRL:
|
*
|
|
|
|
|
|
(i)
|
Consolidated Balance Sheets as of June 30, 2017 and March 31, 2017;
|
|
|
|
|
|
(ii)
|
Consolidated Statements of Operations for the three months ended June 30, 2017 and June 30, 2016;
|
|
|
|
|
|
(iii)
|
Consolidated Statements of Comprehensive Income for the three months ended June 30, 2017 and June 30, 2016;
|
|
|
|
|
|
(iv)
|
Consolidated Statements of Shareholder's Equity for the year ended March 31, 2017 and the three months ended June 30, 2017;
|
|
|
|
|
|
(v)
|
Consolidated Statements of Cash Flows for the three months ended June 30, 2017 and June 30, 2016; and
|
|
|
|
|
|
(vi)
|
Notes to the Consolidated Financial Statements.
|
|
|
|
|
*
|
Submitted electronically herewith.
|
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