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
¨
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Accelerated Filer
x
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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PART I - FINANCIAL INFORMATION
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Page
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Item 1.
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Consolidated Financial Statements (unaudited):
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Item 2.
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Item 3.
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Item 4.
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PART II - OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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September 30, 2016
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March 31, 2016
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ASSETS
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|||
Cash and cash equivalents
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$
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16,255,288
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12,377,024
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Gross loans receivable
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1,095,577,375
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1,066,964,342
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Less:
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|
|
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Unearned interest, insurance and fees
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(305,079,767
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)
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(290,659,162
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)
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Allowance for loan losses
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(76,421,311
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)
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(69,565,804
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)
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Loans receivable, net
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714,076,297
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706,739,376
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Property and equipment, net
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23,898,428
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25,296,913
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Deferred income taxes, net
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41,890,996
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38,130,982
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Other assets, net
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12,513,517
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14,636,573
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Goodwill
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6,067,220
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6,121,458
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Intangible assets, net
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2,696,588
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2,916,537
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Total assets
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$
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817,398,334
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806,218,863
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LIABILITIES & SHAREHOLDERS' EQUITY
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Liabilities:
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Senior notes payable
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360,586,200
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374,685,000
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Income taxes payable
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10,114,291
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8,258,642
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Accounts payable and accrued expenses
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28,881,662
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31,373,640
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Total liabilities
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399,582,153
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414,317,282
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Commitments and contingencies
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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 8,792,680 and 8,812,250 shares at September 30, 2016 and March 31, 2016, respectively
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—
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—
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Additional paid-in capital
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140,180,792
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138,835,064
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Retained earnings
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308,110,281
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276,000,862
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Accumulated other comprehensive loss
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(30,474,892
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)
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(22,934,345
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)
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Total shareholders' equity
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417,816,181
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391,901,581
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Total liabilities and shareholders' equity
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$
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817,398,334
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806,218,863
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Three months ended September 30,
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Six months ended September 30,
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2016
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2015
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2016
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2015
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Revenues:
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Interest and fee income
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$
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116,979,595
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123,964,361
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$
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231,024,402
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246,802,933
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Insurance income, net and other income
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12,289,381
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12,447,487
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25,324,670
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26,833,697
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Total revenues
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129,268,976
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136,411,848
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256,349,072
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273,636,630
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Expenses:
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Provision for loan losses
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35,870,744
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37,557,136
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67,885,021
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63,785,145
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General and administrative expenses:
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Personnel
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40,400,621
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39,444,564
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82,396,478
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82,664,309
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Occupancy and equipment
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10,630,945
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12,030,356
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21,133,100
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22,423,091
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Advertising
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4,092,610
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3,411,428
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6,443,755
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6,579,541
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Amortization of intangible assets
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164,132
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135,734
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274,187
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276,023
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Other
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8,167,480
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8,414,180
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16,156,773
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19,061,339
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Total general and administrative expenses
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63,455,788
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63,436,262
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126,404,293
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131,004,303
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Interest expense
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5,518,878
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7,269,200
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11,105,197
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12,741,196
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Total expenses
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104,845,410
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108,262,598
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205,394,511
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207,530,644
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Income before income taxes
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24,423,566
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28,149,250
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50,954,561
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66,105,986
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Income taxes
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8,932,101
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8,962,847
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18,845,142
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23,287,532
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Net income
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$
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15,491,465
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19,186,403
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$
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32,109,419
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42,818,454
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Net income per common share:
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Basic
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$
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1.78
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2.23
|
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$
|
3.68
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|
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4.98
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Diluted
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$
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1.76
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|
2.22
|
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$
|
3.65
|
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4.93
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Weighted average common shares outstanding:
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|
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Basic
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8,727,238
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|
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8,621,388
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|
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8,724,493
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|
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8,605,107
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Diluted
|
8,804,584
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|
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8,648,624
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|
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8,787,495
|
|
|
8,680,382
|
|
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Three months ended September 30,
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Six months ended September 30,
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|||||||||||
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2016
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|
2015
|
|
2016
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2015
|
|||||||
Net income
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$
|
15,491,465
|
|
|
19,186,403
|
|
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$
|
32,109,419
|
|
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$
|
42,818,454
|
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Foreign currency translation adjustments
|
(3,248,426
|
)
|
|
(5,561,964
|
)
|
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(7,540,547
|
)
|
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(7,385,740
|
)
|
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Comprehensive income
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$
|
12,243,039
|
|
|
13,624,439
|
|
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$
|
24,568,872
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$
|
35,432,714
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|
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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
|
|||||
Balances at March 31, 2015
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$
|
141,864,764
|
|
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188,605,305
|
|
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(14,902,350
|
)
|
|
315,567,719
|
|
|
|
|
|
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|
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|||||
Proceeds from exercise of stock options (89,403 shares), including tax benefits of $78,382
|
3,327,067
|
|
|
—
|
|
|
—
|
|
|
3,327,067
|
|
|
Restricted common stock expense under stock option plan, net of cancellations ($2,289,017)
|
(10,322,230
|
)
|
|
—
|
|
|
—
|
|
|
(10,322,230
|
)
|
|
Stock option expense
|
3,965,463
|
|
|
—
|
|
|
—
|
|
|
3,965,463
|
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(8,031,995
|
)
|
|
(8,031,995
|
)
|
|
Net income
|
—
|
|
|
87,395,557
|
|
|
—
|
|
|
87,395,557
|
|
|
|
|
|
|
|
|
|
|
|||||
Balances at March 31, 2016
|
$
|
138,835,064
|
|
|
276,000,862
|
|
|
(22,934,345
|
)
|
|
391,901,581
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from exercise of stock options (10,180 shares), including tax expense of -$405,693
|
(60,560
|
)
|
|
—
|
|
|
—
|
|
|
(60,560
|
)
|
|
Restricted common stock expense under stock option plan
|
423,868
|
|
|
—
|
|
|
—
|
|
|
423,868
|
|
|
Stock option expense
|
982,420
|
|
|
—
|
|
|
|
|
982,420
|
|
||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(7,540,547
|
)
|
|
(7,540,547
|
)
|
|
Net income
|
—
|
|
|
32,109,419
|
|
|
—
|
|
|
32,109,419
|
|
|
|
|
|
|
|
|
|
|
|||||
Balances at September 30, 2016
|
$
|
140,180,792
|
|
|
308,110,281
|
|
|
(30,474,892
|
)
|
|
417,816,181
|
|
|
Six months ended September 30,
|
|||||
|
2016
|
|
2015
|
|||
Cash flow from operating activities:
|
|
|
|
|||
Net income
|
$
|
32,109,419
|
|
|
42,818,454
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
Amortization of intangible assets
|
274,187
|
|
|
276,023
|
|
|
Amortization of debt issuance costs
|
1,286,147
|
|
|
964,354
|
|
|
Provision for loan losses
|
67,885,021
|
|
|
63,785,145
|
|
|
Depreciation
|
3,427,799
|
|
|
3,256,822
|
|
|
Loss on sale of property and equipment
|
114,527
|
|
|
1,367,394
|
|
|
Deferred income tax benefit
|
(4,457,510
|
)
|
|
(1,817,232
|
)
|
|
Compensation related to stock option and restricted stock plans, net of taxes and adjustments
|
1,406,288
|
|
|
(6,736,712
|
)
|
|
Gain on sale of loans receivable, net of buybacks
|
—
|
|
|
(587,568
|
)
|
|
Change in accounts:
|
|
|
|
|
|
|
Other assets, net
|
2,538,232
|
|
|
2,625,811
|
|
|
Income taxes payable
|
1,961,603
|
|
|
(16,627,033
|
)
|
|
Accounts payable and accrued expenses
|
(3,812,136
|
)
|
|
(5,034,829
|
)
|
|
Net cash provided by operating activities
|
102,733,577
|
|
|
84,290,629
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Increase in loans receivable, net
|
(81,447,989
|
)
|
|
(91,153,672
|
)
|
|
Proceeds from sale of loans receivable, net of buybacks
|
—
|
|
|
(961,674
|
)
|
|
Net assets acquired from branch acquisitions, primarily loans
|
—
|
|
|
(92,097
|
)
|
|
Increase in intangible assets from acquisitions
|
—
|
|
|
(81,531
|
)
|
|
Purchases of property and equipment
|
(3,178,087
|
)
|
|
(3,167,632
|
)
|
|
Proceeds from sale of property and equipment
|
581,081
|
|
|
685,697
|
|
|
Net cash used in investing activities
|
(84,044,995
|
)
|
|
(94,770,909
|
)
|
|
Cash flow from financing activities:
|
|
|
|
|
|
|
Borrowings from senior notes payable
|
124,301,200
|
|
|
156,045,000
|
|
|
Payments on senior notes payable
|
(138,400,000
|
)
|
|
(167,610,000
|
)
|
|
Debt issuance costs associated with senior notes payable
|
(201,200
|
)
|
|
(5,500,000
|
)
|
|
Proceeds from exercise of stock options
|
345,133
|
|
|
2,339,314
|
|
|
Excess tax (expense) benefit from exercise of stock options
|
(405,693
|
)
|
|
236,159
|
|
|
Net cash used in financing activities
|
(14,360,560
|
)
|
|
(14,489,527
|
)
|
|
Effects of exchange-rate changes on cash and cash equivalents
|
(449,758
|
)
|
|
(811,178
|
)
|
|
Net change in cash and cash equivalents
|
3,878,264
|
|
|
(25,780,985
|
)
|
|
Cash and cash equivalents at beginning of period
|
12,377,024
|
|
|
38,338,935
|
|
|
Cash and cash equivalents at end of period
|
$
|
16,255,288
|
|
|
12,557,950
|
|
|
|
|
|
|||
Supplemental Disclosures:
|
|
|
|
|||
Interest paid during the period
|
9,744,973
|
|
|
11,291,767
|
|
|
Income taxes paid during the period
|
21,747,421
|
|
|
41,502,850
|
|
•
|
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.
|
|
September 30, 2016
|
|
March 31, 2016
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Level 1 inputs
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
16,255,288
|
|
|
$
|
16,255,288
|
|
|
$
|
12,377,024
|
|
|
$
|
12,377,024
|
|
Level 3 inputs
|
|
|
|
|
|
|
|
||||||||
Loans receivable, net
|
714,076,297
|
|
|
714,076,297
|
|
|
706,739,376
|
|
|
706,739,376
|
|
||||
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Level 3 inputs
|
|
|
|
|
|
|
|
||||||||
Senior notes payable
|
360,586,200
|
|
|
360,586,200
|
|
|
374,685,000
|
|
|
374,685,000
|
|
|
September 30,
2016 |
|
March 31,
2016 |
|
September 30,
2015 |
||||
Small loans
|
$
|
670,925,676
|
|
|
637,826,581
|
|
|
707,579,913
|
|
Large loans
|
424,299,215
|
|
|
427,723,584
|
|
|
450,900,192
|
|
|
Sales finance receivables
(1)
|
352,484
|
|
|
1,414,177
|
|
|
4,356,239
|
|
|
Total gross loans
|
$
|
1,095,577,375
|
|
|
1,066,964,342
|
|
|
1,162,836,344
|
|
|
Three months ended September 30,
|
|
Six months ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||
Balance at beginning of period
|
$
|
71,993,060
|
|
|
71,959,969
|
|
|
$
|
69,565,804
|
|
|
70,437,988
|
|
Provision for loan losses
|
35,870,744
|
|
|
37,557,136
|
|
|
67,885,021
|
|
|
63,785,145
|
|
||
Loan losses
|
(34,724,133
|
)
|
|
(32,452,762
|
)
|
|
(67,418,975
|
)
|
|
(62,328,194
|
)
|
||
Recoveries
(1)
|
3,743,900
|
|
|
3,890,945
|
|
|
7,466,298
|
|
|
9,265,793
|
|
||
Translation adjustment
|
(462,260
|
)
|
|
(637,575
|
)
|
|
(1,076,837
|
)
|
|
(843,019
|
)
|
||
Balance at end of period
|
$
|
76,421,311
|
|
|
80,317,713
|
|
|
$
|
76,421,311
|
|
|
80,317,713
|
|
September 30, 2016
|
Loans individually
evaluated for
impairment
(impaired loans)
|
|
Loans collectively
evaluated for
impairment
|
|
Total
|
||||
Gross loans in bankruptcy, excluding contractually delinquent
|
$
|
5,438,380
|
|
|
—
|
|
|
5,438,380
|
|
Gross loans contractually delinquent
|
50,928,815
|
|
|
—
|
|
|
50,928,815
|
|
|
Loans not contractually delinquent and not in bankruptcy
|
—
|
|
|
1,039,210,180
|
|
|
1,039,210,180
|
|
|
Gross loan balance
|
56,367,195
|
|
|
1,039,210,180
|
|
|
1,095,577,375
|
|
|
Unearned interest and fees
|
(13,587,281
|
)
|
|
(291,492,486
|
)
|
|
(305,079,767
|
)
|
|
Net loans
|
42,779,914
|
|
|
747,717,694
|
|
|
790,497,608
|
|
|
Allowance for loan losses
|
(37,572,665
|
)
|
|
(38,848,646
|
)
|
|
(76,421,311
|
)
|
|
Loans, net of allowance for loan losses
|
$
|
5,207,249
|
|
|
708,869,048
|
|
|
714,076,297
|
|
March 31, 2016
|
Loans individually
evaluated for
impairment
(impaired loans)
|
|
Loans collectively
evaluated for
impairment
|
|
Total
|
||||
Gross loans in bankruptcy, excluding contractually delinquent
|
$
|
4,560,322
|
|
|
—
|
|
|
4,560,322
|
|
Gross loans contractually delinquent
|
46,373,923
|
|
|
—
|
|
|
46,373,923
|
|
|
Loans not contractually delinquent and not in bankruptcy
|
—
|
|
|
1,016,030,097
|
|
|
1,016,030,097
|
|
|
Gross loan balance
|
50,934,245
|
|
|
1,016,030,097
|
|
|
1,066,964,342
|
|
|
Unearned interest and fees
|
(12,726,898
|
)
|
|
(277,932,264
|
)
|
|
(290,659,162
|
)
|
|
Net loans
|
38,207,347
|
|
|
738,097,833
|
|
|
776,305,180
|
|
|
Allowance for loan losses
|
(33,840,839
|
)
|
|
(35,724,965
|
)
|
|
(69,565,804
|
)
|
|
Loans, net of allowance for loan losses
|
$
|
4,366,508
|
|
|
702,372,868
|
|
|
706,739,376
|
|
September 30, 2015
|
Loans individually
evaluated for
impairment
(impaired loans)
|
|
Loans collectively
evaluated for
impairment
|
|
Total
|
||||
Gross loans in bankruptcy, excluding contractually delinquent
|
$
|
5,815,451
|
|
|
—
|
|
|
5,815,451
|
|
Gross loans contractually delinquent
|
50,367,100
|
|
|
—
|
|
|
50,367,100
|
|
|
Loans not contractually delinquent and not in bankruptcy
|
—
|
|
|
1,106,653,793
|
|
|
1,106,653,793
|
|
|
Gross loan balance
|
56,182,551
|
|
|
1,106,653,793
|
|
|
1,162,836,344
|
|
|
Unearned interest and fees
|
(13,690,473
|
)
|
|
(304,787,151
|
)
|
|
(318,477,624
|
)
|
|
Net loans
|
42,492,078
|
|
|
801,866,642
|
|
|
844,358,720
|
|
|
Allowance for loan losses
|
(36,923,783
|
)
|
|
(43,393,930
|
)
|
|
(80,317,713
|
)
|
|
Loans, net of allowance for loan losses
|
$
|
5,568,295
|
|
|
758,472,712
|
|
|
764,041,007
|
|
|
September 30,
2016 |
|
March 31,
2016 |
|
September 30,
2015 |
||||
Credit risk
|
|
|
|
|
|
||||
Consumer loans- non-bankrupt accounts
|
$
|
1,088,922,796
|
|
|
1,061,436,900
|
|
|
1,156,214,553
|
|
Consumer loans- bankrupt accounts
|
6,654,579
|
|
|
5,527,442
|
|
|
6,621,791
|
|
|
Total gross loans
|
$
|
1,095,577,375
|
|
|
1,066,964,342
|
|
|
1,162,836,344
|
|
|
|
|
|
|
|
||||
Consumer credit exposure
|
|
|
|
|
|
|
|
||
Credit risk profile based on payment activity, performing
|
$
|
1,011,545,342
|
|
|
991,386,552
|
|
|
1,080,978,309
|
|
Contractual non-performing, 60 or more days delinquent
(1)
|
84,032,033
|
|
|
75,577,790
|
|
|
81,858,035
|
|
|
Total gross loans
|
$
|
1,095,577,375
|
|
|
1,066,964,342
|
|
|
1,162,836,344
|
|
|
|
|
|
|
|
||||
Credit risk profile based on customer type
|
|
|
|
|
|
|
|
||
New borrower
|
$
|
153,288,845
|
|
|
141,980,629
|
|
|
146,616,695
|
|
Former borrower
|
124,276,487
|
|
|
111,608,375
|
|
|
135,980,288
|
|
|
Refinance
|
799,560,573
|
|
|
793,913,695
|
|
|
854,893,667
|
|
|
Delinquent refinance
|
18,451,470
|
|
|
19,461,643
|
|
|
25,345,694
|
|
|
Total gross loans
|
$
|
1,095,577,375
|
|
|
1,066,964,342
|
|
|
1,162,836,344
|
|
|
September 30,
2016 |
|
March 31,
2016 |
|
September 30,
2015 |
||||
Contractual basis:
|
|
|
|
|
|
|
|
|
|
30-59 days past due
|
$
|
45,155,834
|
|
|
40,094,824
|
|
|
46,898,071
|
|
60-89 days past due
|
29,323,326
|
|
|
27,082,385
|
|
|
28,639,336
|
|
|
90 days or more past due
|
54,708,707
|
|
|
48,495,405
|
|
|
53,218,699
|
|
|
Total
|
$
|
129,187,867
|
|
|
115,672,614
|
|
|
128,756,106
|
|
|
|
|
|
|
|
||||
Percentage of period-end gross loans receivable
|
11.8
|
%
|
|
10.8
|
%
|
|
11.1
|
%
|
|
Three months ended September 30,
|
|
Six months ended September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Basic:
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding (denominator)
|
8,727,238
|
|
|
8,621,388
|
|
|
8,724,493
|
|
|
8,605,107
|
|
|
|
|
|
|
|
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
|
|
||
Weighted average common shares outstanding
|
8,727,238
|
|
|
8,621,388
|
|
|
8,724,493
|
|
|
8,605,107
|
|
Dilutive potential common shares stock options
|
77,346
|
|
|
27,236
|
|
|
63,002
|
|
|
75,275
|
|
Weighted average diluted shares outstanding (denominator)
|
8,804,584
|
|
|
8,648,624
|
|
|
8,787,495
|
|
|
8,680,382
|
|
|
Three months ended September 30,
|
|
Six months ended September 30,
|
||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
Dividend Yield
|
—%
|
|
—%
|
|
—%
|
|
—%
|
Expected Volatility
|
—%
|
|
—%
|
|
56.18%
|
|
37.64%
|
Average risk-free rate
|
—%
|
|
—%
|
|
1.37%
|
|
1.65%
|
Expected Life
|
0.0 years
|
|
0.0 years
|
|
5.9 years
|
|
6.0 years
|
|
Shares
|
|
Weighted Average Exercise
Price
|
|
Weighted Average
Remaining
Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
Options outstanding, beginning of period
|
950,651
|
|
|
$
|
67.20
|
|
|
|
|
|
||
Granted during period
|
600
|
|
|
41.22
|
|
|
|
|
|
|||
Exercised during period
|
(10,180
|
)
|
|
33.90
|
|
|
|
|
|
|||
Forfeited during period
|
(42,087
|
)
|
|
65.12
|
|
|
|
|
|
|||
Expired during period
|
(27,697
|
)
|
|
70.93
|
|
|
|
|
|
|||
Options outstanding, end of period
|
871,287
|
|
|
$
|
67.56
|
|
|
6.63
|
|
$
|
2,980,055
|
|
Options exercisable, end of period
|
414,200
|
|
|
$
|
68.63
|
|
|
5.71
|
|
$
|
828,611
|
|
|
September 30,
2016 |
|
September 30,
2015 |
||||
Three months ended
|
$
|
24,916
|
|
|
$
|
—
|
|
Six months ended
|
$
|
112,393
|
|
|
$
|
1,953,575
|
|
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, 2016
|
93,550
|
|
|
$
|
40.92
|
|
Granted during the period
|
2,400
|
|
|
43.49
|
|
|
Vested during the period
|
—
|
|
|
—
|
|
|
Forfeited during the period
|
(32,150
|
)
|
|
65.06
|
|
|
Outstanding at September 30, 2016
|
63,800
|
|
|
$
|
28.85
|
|
|
Three months ended September 30,
|
|
Six months ended September 30,
|
|||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||
Share-based compensation related to equity classified awards:
|
|
|
|
|
|
|
|
|||||
Share-based compensation related to stock options
|
$
|
616,756
|
|
|
230,569
|
|
|
982,420
|
|
|
1,507,530
|
|
Share-based compensation related to restricted stock, net of adjustments and exclusive of cancellations
|
236,006
|
|
|
(2,986,173
|
)
|
|
423,868
|
|
|
(6,395,993
|
)
|
|
Total share-based compensation related to equity classified awards
|
$
|
852,762
|
|
|
(2,755,604
|
)
|
|
1,406,288
|
|
|
(4,888,463
|
)
|
|
2015
|
|
Number of business combinations
|
—
|
|
Number of asset purchases
|
1
|
|
Total acquisitions
|
1
|
|
|
|
|
Purchase Price
|
173,628
|
|
Tangible assets:
|
|
|
Net loans
|
92,097
|
|
Furniture, fixtures & equipment
|
—
|
|
|
92,097
|
|
|
|
|
Excess of purchase prices over carrying value of net tangible assets
|
81,531
|
|
|
|
|
Customer lists
|
76,531
|
|
Non-compete agreements
|
5,000
|
|
Goodwill
|
—
|
|
|
Three months ended September 30,
|
|
Six months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Average gross loans receivable ¹
|
$
|
1,098,722
|
|
|
$
|
1,160,364
|
|
|
$
|
1,086,278
|
|
|
$
|
1,142,983
|
|
Average net loans receivable ²
|
792,684
|
|
|
842,043
|
|
|
785,474
|
|
|
831,536
|
|
||||
Expenses as a % of total revenue:
|
|
|
|
|
|
|
|
||||||||
Provision for loan losses
|
27.7
|
%
|
|
27.5
|
%
|
|
26.5
|
%
|
|
23.3
|
%
|
||||
General and administrative
|
49.1
|
%
|
|
46.5
|
%
|
|
49.3
|
%
|
|
47.9
|
%
|
||||
Total interest expense
|
4.3
|
%
|
|
5.3
|
%
|
|
4.3
|
%
|
|
4.7
|
%
|
||||
Operating income ³
|
23.2
|
%
|
|
26.0
|
%
|
|
24.2
|
%
|
|
28.8
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Return on average assets (trailing 12 months)
|
9.0
|
%
|
|
12.4
|
%
|
|
9.0
|
%
|
|
12.4
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Offices opened (merged) or acquired, net
|
(2
|
)
|
|
15
|
|
|
(17
|
)
|
|
26
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total offices (at period end)
|
1,322
|
|
|
1,346
|
|
|
1,322
|
|
|
1,346
|
|
(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 a percentage of total revenues.
|
|
|
As of September 30, 2015
|
||||||||||
Foreign exchange spot rate, U.S. dollars to Mexican pesos
|
|
-10%
|
|
0%
|
|
10%
|
||||||
Loans receivable, net of unearned
|
|
$
|
839,198,088
|
|
|
$
|
844,358,721
|
|
|
$
|
850,666,161
|
|
% change from base amount
|
|
(0.61
|
)%
|
|
—
|
%
|
|
0.75
|
%
|
|||
$ change from base amount
|
|
$
|
(5,160,633
|
)
|
|
$
|
—
|
|
|
$
|
6,307,440
|
|
|
|
For the six months ended September 30, 2015
|
||||||||||
Foreign exchange spot rate, U.S. dollars to Mexican pesos
|
|
-10%
|
|
0%
|
|
10%
|
||||||
Net Income
|
|
$
|
42,699,947
|
|
|
$
|
42,818,454
|
|
|
$
|
42,963,297
|
|
% change from base amount
|
|
(0.28
|
)%
|
|
—
|
%
|
|
0.34
|
%
|
|||
$ change from base amount
|
|
$
|
(118,507
|
)
|
|
$
|
—
|
|
|
$
|
144,843
|
|
Exhibit
Number
|
|
Description
|
Company Registration No. or Report if Incorporated by Reference
|
Exhibit No. of Previous Filing if Incorporated by Reference
|
|
10.1
+
|
|
Employment Agreement by and between the Company and Daniel Clinton Dyer, dated September 1, 2016
|
9/1/16 8-K
|
10.1
|
|
10.2
|
|
Tenth Amendment to Amended and Restated Revolving Credit Agreement, dated July 12, 2016
|
7/14/16 8-K
|
10.1
|
|
10.3
+
|
|
Employment Agreement by and between World Acceptance Corporation de Mexico, S. De R.L. De C.V. and Ricardo Cavazos Saldana, dated September 30, 2016
|
*
|
*
|
|
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 September 30, 2016, formatted in XBRL:
|
*
|
*
|
|
|
|
(i)
|
Consolidated Balance Sheets as of September 30, 2016 and March 31, 2016;
|
|
|
|
|
(ii)
|
Consolidated Statements of Operations for the three and six months ended September 30, 2016 and September 30, 2015;
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(iii)
|
Consolidated Statements of Comprehensive Income for the three and six months ended September 30, 2016 and September 30, 2015;
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(iv)
|
Consolidated Statements of Shareholder’s Equity for the year ended March 31, 2016 and the six months ended September 30, 2016;
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(v)
|
Consolidated Statements of Cash Flows for the six months ended September 30, 2016 and September 30, 2015; and
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(vi)
|
Notes to the Consolidated Financial Statements.
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*
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Submitted electronically herewith.
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+
|
Management Contract or other compensatory plan required to be filed under Item 6 of this report and Item 601 of Regulation S-K of the Securities and Exchange Commission.
|
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WORLD ACCEPTANCE CORPORATION
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||
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By: /s/ Janet Lewis Matricciani
|
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Janet Lewis Matricciani
|
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|
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Chief Executive Officer
|
|
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|
Date:
|
November 4, 2016
|
|
|
|
|
|
|
By: /s/ John L. Calmes, Jr.
|
|
|
|
John L. Calmes, Jr.
|
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|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
Date:
|
November 4, 2016
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
of World Acceptance Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
November 4, 2016
|
/s/ Janet Lewis Matricciani
|
|
|
Janet Lewis Matricciani
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
of World Acceptance Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
November 4, 2016
|
/s/ John L. Calmes, Jr.
|
|
|
John L. Calmes, Jr.
|
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
the
Quarterly
Report on Form
10-Q
of the Company for the
quarter
ended
September 30, 2016
, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
November 4, 2016
|
/s/ Janet Lewis Matricciani
|
|
|
Janet Lewis Matricciani
|
|
|
Chief Executive Officer
|
(1)
|
the
Quarterly
Report on Form
10-Q
of the Company for the
quarter
ended
September 30, 2016
, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
November 4, 2016
|
/s/ John L. Calmes, Jr.
|
|
|
John L. Calmes, Jr.
|
|
|
Senior Vice President and Chief Financial Officer
|