World Acceptance Corp 10-Q for FY2023 Q1
World Acceptance Corp (WRLD)
10-Q
2022-08-05
For: 2022-06-30
View Original
Added on
April 08, 2026
About this 10-Q
World Acceptance Corp filed this 10-Q on August 5, 2022, covering the quarter ended June 30, 2022 (FY2023 Q1).
Headline figures
Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $157.59M
- up 21.5% from $129.66M a year earlier
- Net loss
- $8.8M
- compared with net income of $15.77M a year earlier
- Diluted EPS
- -$1.53
- compared with $2.44 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
Form 10-Q
__________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2022
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 | |||||
For the transition period from ______________ to ______________
Commission File Number: 000-19599
(Exact name of registrant as specified in its charter.)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
| (Address of principal executive offices) | ||||||||
| (Zip Code) | ||||||||
| (registrant's telephone number, including area code) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
The (NASDAQ Global Select Market) | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
1
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The number of outstanding shares of the issuer’s common stock, no par value, as of July 29, 2022 was 6,281,721 .
2
WORLD ACCEPTANCE CORPORATION
FORM 10-Q
TABLE OF CONTENTS
| Item No. | Contents | Page | ||||||
| GLOSSARY OF DEFINED TERMS | ||||||||
| PART I - FINANCIAL INFORMATION | ||||||||
| 1. | Consolidated Financial Statements (unaudited): | |||||||
| Consolidated Balance Sheets as of June 30, 2022 and March 31, 2022 | ||||||||
| Consolidated Statements of Operations for the three months ended June 30, 2022 and June 30, 2021 | ||||||||
| Consolidated Statements of Shareholders' Equity for the three months ended June 30, 2022 and June 30, 2021 | ||||||||
| Consolidated Statements of Cash Flows for the three months ended June 30, 2022 and June 30, 2021 | ||||||||
| Notes to Consolidated Financial Statements | ||||||||
| 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |||||||
| 3. | Quantitative and Qualitative Disclosures about Market Risk | |||||||
| 4. | Controls and Procedures | |||||||
| PART II - OTHER INFORMATION | ||||||||
| 1. | Legal Proceedings | |||||||
| 1A. | Risk Factors | |||||||
| 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||
| 3. | Defaults Upon Senior Securities | |||||||
| 4. | Mine Safety Disclosures | |||||||
| 5. | Other Information | |||||||
| 6. | Exhibits | |||||||
| EXHIBIT INDEX | ||||||||
| SIGNATURES | ||||||||
Introductory Note: As used herein, the "Company," "we," "our," "us," or similar formulations include World Acceptance Corporation and each of its subsidiaries, unless otherwise expressly noted or the context otherwise requires that it include only World Acceptance Corporation. All references in this report to "fiscal 2023" are to the Company’s fiscal year ending March 31, 2023; all references in this report to "fiscal 2022" are to the Company's fiscal year ended March 31, 2022; and all references to "fiscal 2021" are to the Company’s fiscal year ended March 31, 2021.
3
GLOSSARY OF DEFINED TERMS
The following terms may be used throughout this Report, including consolidated financial statements and related notes.
| Term | Definition | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| CECL | Current Expected Credit Loss | ||||
| CEO | Chief Executive Officer | ||||
| CFO | Chief Financial Officer | ||||
| CFPB | U.S. Consumer Financial Protection Bureau | ||||
| Compensation Committee | Compensation and Stock Option Committee | ||||
| Customer Tenure | The number of years since a customer was first serviced by the Company | ||||
| DOJ | U.S. Department of Justice | ||||
| EBITDA | Earnings before interest, taxes, depreciation, and amortization | ||||
| ERISA | Employee Retirement Income Security Act | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FASB | Financial Accounting Standards Board | ||||
| FICO | the Fair Isaac Corporation | ||||
| G&A | General and administrative | ||||
| GAAP | U.S. generally accepted accounting principles | ||||
| IRS | U.S. Internal Revenue Service | ||||
| LIBOR | London Interbank Offered Rate | ||||
| Notes | $300 million in aggregate principal amount of 7.0% senior notes due 2026 | ||||
| Option Measurement Period | The 6.5 year performance period beginning on September 30, 2018 and ending on March 31, 2025 over which the Performance Options are eligible to vest, following certification by the Compensation Committee of achievement | ||||
| PCD | Purchased Assets with Credit Deterioration | ||||
| Performance Options | Performance-based stock options | ||||
| Performance Share Measurement Period | The 6.5 year performance period beginning on September 30, 2018 and ending on March 31, 2025 over which the Performance Shares are eligible to vest, following certification by the Compensation Committee of achievement | ||||
| Performance Shares | Service- and performance-based restricted stock awards | ||||
| Rehab Rate | Percentage of 91 days or more delinquent that do not charge off | ||||
| Restricted Stock | Service-based restricted stock awards | ||||
| SEC | U.S. Securities and Exchange Commission | ||||
| Service Options | Service-based stock options | ||||
| SOFR | Secured Overnight Finance Rate | ||||
| SPV | Special Purpose Vehicle | ||||
| TAL | Tax Advance Loan | ||||
4
PART I. FINANCIAL INFORMATION
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, 2022 | March 31, 2022 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Gross loans receivable | |||||||||||
| Less: | |||||||||||
| Unearned interest, insurance and fees | ( | ( | |||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Loans receivable, net | |||||||||||
| Operating lease right‐of‐use assets, net | |||||||||||
| Finance lease right‐of‐use assets, net | |||||||||||
| Property and equipment, net | |||||||||||
| Deferred income taxes, net | |||||||||||
| Other assets, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES & SHAREHOLDERS' EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Senior notes payable | $ | $ | |||||||||
| Senior unsecured notes payable, net | |||||||||||
| Income taxes payable | |||||||||||
| Operating lease liability | |||||||||||
| Finance lease liability | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Shareholders' equity: | |||||||||||
Preferred stock, | |||||||||||
Common stock, | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
5
6
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended June 30, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Interest and fee income | $ | $ | |||||||||||||||||||||
| Insurance and other income, net | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Provision for credit losses | |||||||||||||||||||||||
| General and administrative expenses: | |||||||||||||||||||||||
| Personnel | |||||||||||||||||||||||
| Occupancy and equipment | |||||||||||||||||||||||
| Advertising | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total general and administrative expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ||||||||||||||||||||
| Net income (loss) per common share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ||||||||||||||||||||
| Diluted | $ | ( | $ | ||||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
7
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
| Three months ended June 30, 2022 | |||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||
| Shares | Additional Paid-in Capital | Retained Earnings | Total Shareholders' Equity | ||||||||||||||||||||||||||
| Balances at March 31, 2022 | $ | $ | $ | ||||||||||||||||||||||||||
| Proceeds from exercise of stock options | — | ||||||||||||||||||||||||||||
| Common stock repurchases | ( | — | ( | ( | |||||||||||||||||||||||||
Restricted common stock expense under stock option plan, net of cancellations ($ | — | ||||||||||||||||||||||||||||
| Stock option expense | — | — | |||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | ( | |||||||||||||||||||||||||
| Balances at June 30, 2022 | $ | $ | $ | ||||||||||||||||||||||||||
| Three months ended June 30, 2021 | |||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||
| Shares | Additional Paid-in Capital | Retained Earnings | Total Shareholders' Equity | ||||||||||||||||||||||||||
| Balances at March 31, 2021 | $ | $ | $ | ||||||||||||||||||||||||||
| Proceeds from exercise of stock options | — | ||||||||||||||||||||||||||||
| Common stock repurchases | ( | — | ( | ( | |||||||||||||||||||||||||
Restricted common stock expense under stock option plan, net of cancellations ($ | ( | — | |||||||||||||||||||||||||||
| Stock option expense | — | — | |||||||||||||||||||||||||||
| Net income | — | — | |||||||||||||||||||||||||||
| Balances at June 30, 2021 | $ | $ | $ | ||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
8
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three months ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flow from operating activities: | |||||||||||
| Net income (loss) | $ | ( | $ | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Amortization of intangible assets | |||||||||||
| Amortization of investment in historic tax credits | |||||||||||
| Accrued unearned interest | ( | ( | |||||||||
| Amortization of deferred loan costs | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Provision for credit losses | |||||||||||
| Depreciation | |||||||||||
| Amortization of finance leases | |||||||||||
| Gain on acquisition, net of income tax | ( | ||||||||||
| Loss (gain) on sale of property and equipment | ( | ||||||||||
| Deferred income tax benefit | ( | ( | |||||||||
| Compensation related to stock option and restricted stock plans, net of taxes and adjustments | |||||||||||
| Change in accounts: | |||||||||||
| Other assets, net | ( | ( | |||||||||
| Income taxes payable | ( | ||||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Increase in loans receivable, net | ( | ( | |||||||||
| Cash paid for acquisitions, primarily loans | ( | ( | |||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Proceeds from sale of property and equipment | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flow from financing activities: | |||||||||||
| Borrowings from senior notes payable | |||||||||||
| Payments on senior notes payable | ( | ( | |||||||||
| Debt issuance costs associated with senior notes payable | ( | ||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Payments for taxes related to net share settlement of equity awards | ( | ||||||||||
| Repayment of finance lease | ( | ( | |||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Net change in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental Disclosures: | |||||||||||
| Interest paid during the period | $ | $ | |||||||||
| Income taxes paid during the period | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
9
WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – BASIS OF PRESENTATION
The consolidated financial statements of the Company at June 30, 2022 and for the three months then ended were prepared in accordance with the instructions for Form 10-Q and are unaudited; however, in the opinion of management all adjustments (consisting only of items of a normal, recurring nature) necessary for a fair presentation of the financial position at June 30, 2022, and the results of operations and cash flows for the periods ended June 30, 2022 and 2021, have been included. The results for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period.
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.
The consolidated financial statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the fiscal year ended March 31, 2022, included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, as filed with the SEC. The Company applies the accounting policies contained in Note 1 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended March 31, 2022. The Company believes that the disclosures are adequate to make the information presented not misleading. Certain reclassifications have been made to the amounts previously reported to conform to the current period presentation.
NOTE 2 – ASSETS HELD FOR SALE
NOTE 3 – SUMMARY OF SIGNIFICANT POLICIES
Nature of Operations
The Company is a small-loan consumer finance company headquartered in Greenville, South Carolina that offers short-term small loans, medium-term larger loans, related credit insurance products and ancillary products and services to individuals who have limited access to other sources of consumer credit. The Company offers income tax return preparation services to its loan customers and other individuals.
Seasonality
The Company's loan volume and corresponding loans receivable follow seasonal trends. The Company's highest loan demand generally occurs from October through December, its third fiscal quarter. Loan demand is generally lowest and loan repayment highest from January to March, its fourth fiscal quarter. Loan volume and average balances remain relatively level during the remainder of the year. Consequently, the Company experiences significant seasonal fluctuations in its operating results and cash needs. Operating results for the Company's third fiscal quarter are generally lower than in other quarters and operating results for its fourth fiscal quarter are generally higher than in other quarters.
Loans receivable, net
Loans receivable are carried at the gross amount outstanding, reduced by unearned interest and insurance income, net of deferred origination fees and direct costs, and an allowance for credit losses. Fees received and direct costs incurred for the origination of loans are deferred and amortized to interest income over the contractual lives of the loans using the interest
10
Allowance for credit losses
Refer to Note 5, “Loans Receivable and Allowance for Credit Losses,” for information regarding the Company's CECL allowance model and a description of the methodology it utilizes.
Reclassification
Certain prior period amounts have been reclassified to conform to the current presentation. Such reclassifications had no impact on previously reported net income or shareholders' equity.
Recently Issued Accounting Standards Not Yet Adopted
Troubled Debt Restructurings and Vintage Disclosures
In March 2022, the FASB issued ASU 2022-02, Troubled Debt Restructurings and Vintage Disclosures. The amendments in this update eliminate the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, for public business entities, the amendments in this update require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. For entities that have adopted the amendments in Update 2016-13, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively, with the exception of the transition method related to the recognition and measurement of troubled debt restructurings in which an entity has the option to apply a modified retrospective transition method. Early adoption is permitted. We are currently evaluating the impact the adoption of this update will have on our Consolidated Financial Statements.
We reviewed all other newly issued accounting pronouncements and concluded that they are either not applicable to our business or are not expected to have a material effect on the Consolidated Financial Statements as a result of future adoption.
NOTE 4 – FAIR VALUE
Fair Value Disclosures
The Company may carry certain financial instruments and derivative assets and liabilities at fair value measured on a recurring or nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Company measures the fair values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Fair value measurements are grouped in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:
•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 markets that are less active.
•Level 3 – Unobservable inputs for assets or liabilities reflecting the reporting entity’s own assumptions.
The Company’s financial instruments consist of cash and cash equivalents, loans receivable, net, senior notes payable, and senior unsecured notes payable. Loans receivable are originated at prevailing market rates and have an average life of approximately 8 months. Given the short-term nature of these loans, they are continually repriced at current market rates. The Company’s revolving credit facility has a variable rate based on a margin over SOFR and reprices with any changes in SOFR.
11
The fair value of the senior unsecured notes payable is estimated based on quoted prices in markets that are not active. The Company also considers its creditworthiness in its estimation of fair value.
The carrying amounts and estimated fair values of financial assets and liabilities disclosed but not carried at fair value and their level within the fair value hierarchy are summarized below.
| June 30, 2022 | March 31, 2022 | ||||||||||||||||||||||||||||
| Input Level | Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||
| Cash and cash equivalents | 1 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Loans receivable, net | 3 | ||||||||||||||||||||||||||||
| LIABILITIES | |||||||||||||||||||||||||||||
| Senior unsecured notes payable | 2 | ||||||||||||||||||||||||||||
| Senior notes payable | 3 | ||||||||||||||||||||||||||||
There were no other significant assets or liabilities measured at fair value on a non-recurring basis as of June 30, 2022 or March 31, 2022.
NOTE 5 – LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES
The following is a summary of gross loans receivable by Customer Tenure as of:
| Customer Tenure | June 30, 2022 | March 31, 2022 | ||||||||||||||||||
| 0 to 5 months | $ | $ | ||||||||||||||||||
| 6 to 17 months | ||||||||||||||||||||
| 18 to 35 months | ||||||||||||||||||||
| 36 to 59 months | ||||||||||||||||||||
| 60+ months | ||||||||||||||||||||
| Tax advance loans | ||||||||||||||||||||
| Total gross loans | $ | $ | ||||||||||||||||||
Current payment performance is used to assess the capability of the borrower to repay contractual obligations of the loan agreements as scheduled, which is monitored by management on a daily basis. On an as needed basis, qualitative information may be taken into consideration if new information arises related to the customer’s ability to repay the loan. The Company’s payment performance buckets are as follows: current, 30-60 days past due, 61-90 days past due, 91 days or more past due.
12
| Term Loans By Origination | |||||||||||||||||||||||||||||||||||
| Loans | Up to 1 Year Ago | Between 1 and 2 Years Ago | Between 2 and 3 Years Ago | Between 3 and 4 Years Ago | Between 4 and 5 Years Ago | More than 5 Years Ago | Total | ||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 30 - 60 days past due | |||||||||||||||||||||||||||||||||||
| 61 - 90 days past due | |||||||||||||||||||||||||||||||||||
| 91 or more days past due | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Term Loans By Origination | |||||||||||||||||||||||||||||||||||
| Tax advance loans | Up to 1 Year Ago | Between 1 and 2 Years Ago | Between 2 and 3 Years Ago | Between 3 and 4 Years Ago | Between 4 and 5 Years Ago | More than 5 Years Ago | Total | ||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 30 - 60 days past due | |||||||||||||||||||||||||||||||||||
| 61 - 90 days past due | |||||||||||||||||||||||||||||||||||
| 91 or more days past due | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Total gross loans | $ | ||||||||||||||||||||||||||||||||||
The following table provides a breakdown of the Company’s gross loans receivable by current payment performance on a recency basis and year of origination at March 31, 2022:
13
| Term Loans By Origination | |||||||||||||||||||||||||||||||||||
| Loans | Up to 1 Year Ago | Between 1 and 2 Years Ago | Between 2 and 3 Years Ago | Between 3 and 4 Years Ago | Between 4 and 5 Years Ago | More than 5 Years Ago | Total | ||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 30 - 60 days past due | |||||||||||||||||||||||||||||||||||
| 61 - 90 days past due | |||||||||||||||||||||||||||||||||||
| 91 or more days past due | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Term Loans By Origination | |||||||||||||||||||||||||||||||||||
| Tax advance loans | Up to 1 Year Ago | Between 1 and 2 Years Ago | Between 2 and 3 Years Ago | Between 3 and 4 Years Ago | Between 4 and 5 Years Ago | More than 5 Years Ago | Total | ||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 30 - 60 days past due | |||||||||||||||||||||||||||||||||||
| 61 - 90 days past due | |||||||||||||||||||||||||||||||||||
| 91 or more days past due | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Total gross loans | $ | ||||||||||||||||||||||||||||||||||
The following table provides a breakdown of the Company’s gross loans receivable by current payment performance on a contractual basis and year of origination at June 30, 2022:
14
| Term Loans By Origination | |||||||||||||||||||||||||||||||||||
| Loans | Up to 1 Year Ago | Between 1 and 2 Years Ago | Between 2 and 3 Years Ago | Between 3 and 4 Years Ago | Between 4 and 5 Years Ago | More than 5 Years Ago | Total | ||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 30 - 60 days past due | |||||||||||||||||||||||||||||||||||
| 61 - 90 days past due | |||||||||||||||||||||||||||||||||||
| 91 or more days past due | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Term Loans By Origination | |||||||||||||||||||||||||||||||||||
| Tax advance loans | Up to 1 Year Ago | Between 1 and 2 Years Ago | Between 2 and 3 Years Ago | Between 3 and 4 Years Ago | Between 4 and 5 Years Ago | More than 5 Years Ago | Total | ||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 30 - 60 days past due | |||||||||||||||||||||||||||||||||||
| 61 - 90 days past due | |||||||||||||||||||||||||||||||||||
| 91 or more days past due | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Total gross loans | $ | ||||||||||||||||||||||||||||||||||
The following table provides a breakdown of the Company’s gross loans receivable by current payment performance on a contractual basis and year of origination at March 31, 2022:
15
| Term Loans By Origination | |||||||||||||||||||||||||||||||||||
| Loans | Up to 1 Year Ago | Between 1 and 2 Years Ago | Between 2 and 3 Years Ago | Between 3 and 4 Years Ago | Between 4 and 5 Years Ago | More than 5 Years Ago | Total | ||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 30 - 60 days past due | |||||||||||||||||||||||||||||||||||
| 61 - 90 days past due | |||||||||||||||||||||||||||||||||||
| 91 or more days past due | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Term Loans By Origination | |||||||||||||||||||||||||||||||||||
| Tax advance loans | Up to 1 Year Ago | Between 1 and 2 Years Ago | Between 2 and 3 Years Ago | Between 3 and 4 Years Ago | Between 4 and 5 Years Ago | More than 5 Years Ago | Total | ||||||||||||||||||||||||||||
| Current | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| 30 - 60 days past due | |||||||||||||||||||||||||||||||||||
| 61 - 90 days past due | |||||||||||||||||||||||||||||||||||
| 91 or more days past due | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Total gross loans | $ | ||||||||||||||||||||||||||||||||||
The allowance for credit losses is applied to amortized cost, which is defined as the amount at which a financing receivable is originated, and net of deferred fees and costs, collection of cash, and charge-offs. Amortized cost also includes interest earned but not collected.
Credit Risk is inherent in the business of extending loans to borrowers and is continuously monitored by management and reflected within the allowance for credit losses for loans. The allowance for credit losses is an estimate of expected losses inherent within the Company’s gross loans receivable portfolio. In estimating the allowance for credit losses, loans with similar risk characteristics are aggregated into pools and collectively assessed. The Company’s loan products have generally the same terms therefore the Company looked to borrower characteristics as a way to disaggregate loans into pools sharing similar risks.
In determining the allowance for credit losses, the Company examined four borrower risk metrics as noted below.
1.Borrower type
2.Active months
3.Prior loan performance
4.Customer Tenure
To determine how well each metric predicts default risk the Company uses loss rate data over an observation period of twelve months at the loan level.
The information value was then calculated for each metric. From this analysis management determined the metric that had the strongest predictor of default risk was Customer Tenure. The Customer Tenure buckets used in the allowance for credit loss calculation are:
1.0 to 5 months
2.6 to 17 months
3.18 to 35 months
4.36 to 59 months
5.60+ months
16
Management will continue to monitor this credit metric on a quarterly basis.
Management estimates an allowance for each Customer Tenure bucket by performing a historical migration analysis of loans in that bucket for the twelve most recent historical twelve-month migration periods, adjusted for seasonality. All loans that are greater than 90 days past due on a recency basis and not written off as of the reporting date are reserved for at 100% of the outstanding balance, net of a calculated Rehab Rate. Management considers whether current credit conditions might suggest a change is needed to the allowance for credit losses by monitoring trends in 60-day delinquencies, FICO scores and average loan size as compared to metrics in the historical migration period. Due to the short term nature of the loan portfolio, forecasted changes in macroeconomic variables such as unemployment do not have a significant impact on loans outstanding at the end of a particular reporting period. Therefore, management develops a reasonable and supportable forecast of losses by comparing the most recent 6-month loss curves as compared to historical loss curves to see if there are significant changes in borrower behavior that may indicate the historical migration rates should be adjusted. If an adjustment is made as a result of the forecast, then the Company has elected to immediately revert back to historical experience past the forecast period.
The following table presents a roll forward of the allowance for credit losses on our gross loans receivable for the three months ended June 30, 2022 and 2021:
| Three months ended June 30, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
| Provision for credit losses | |||||||||||||||||||||||
| Charge-offs | ( | ( | |||||||||||||||||||||
| Recoveries | |||||||||||||||||||||||
| Net charge-offs | ( | ( | |||||||||||||||||||||
| Ending Balance | $ | $ | |||||||||||||||||||||
The following table is an aging analysis on a recency basis at amortized cost of the Company’s gross loans receivable at June 30, 2022:
| Days Past Due - Recency Basis | ||||||||||||||||||||||||||
| Customer Tenure | Current | 30 - 60 | 61 - 90 | Over 90 | Total Past Due | Total Loans | ||||||||||||||||||||
| 0 to 5 months | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| 6 to 17 months | ||||||||||||||||||||||||||
| 18 to 35 months | ||||||||||||||||||||||||||
| 36 to 59 months | ||||||||||||||||||||||||||
| 60+ months | ||||||||||||||||||||||||||
| Tax advance loans | ||||||||||||||||||||||||||
| Total gross loans | ||||||||||||||||||||||||||
| Unearned interest, insurance and fees | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||
| Total net loans | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Percentage of period-end gross loans receivable | ||||||||||||||||||||||||||
The following table is an aging analysis on a recency basis at amortized cost of the Company’s gross loans receivable at March 31, 2022:
17
| Days Past Due - Recency Basis | ||||||||||||||||||||||||||
| Customer Tenure | Current | 30 - 60 | 61 - 90 | Over 90 | Total Past Due | Total Loans | ||||||||||||||||||||
| 0 to 5 months | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| 6 to 17 months | ||||||||||||||||||||||||||
| 18 to 35 months | ||||||||||||||||||||||||||
| 36 to 59 months | ||||||||||||||||||||||||||
| 60+ months | ||||||||||||||||||||||||||
| Tax advance loans | ||||||||||||||||||||||||||
| Total gross loans | ||||||||||||||||||||||||||
| Unearned interest, insurance and fees | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||
| Total net loans | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Percentage of period-end gross loans receivable | % | % | % | % | ||||||||||||||||||||||
The following table is an aging analysis on a contractual basis at amortized cost of the Company’s gross loans receivable at June 30, 2022:
| Days Past Due - Contractual Basis | ||||||||||||||||||||||||||
| Customer Tenure | Current | 30 - 60 | 61 - 90 | Over 90 | Total Past Due | Total Loans | ||||||||||||||||||||
| 0 to 5 months | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| 6 to 17 months | ||||||||||||||||||||||||||
| 18 to 35 months | ||||||||||||||||||||||||||
| 36 to 59 months | ||||||||||||||||||||||||||
| 60+ months | ||||||||||||||||||||||||||
| Tax advance loans | ||||||||||||||||||||||||||
| Total gross loans | ||||||||||||||||||||||||||
| Unearned interest, insurance and fees | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||
| Total net loans | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Percentage of period-end gross loans receivable | % | |||||||||||||||||||||||||
The following table is an aging analysis on a contractual basis at amortized cost of the Company’s gross loans receivable at March 31, 2022:
18
| Days Past Due - Contractual Basis | ||||||||||||||||||||||||||
| Customer Tenure | Current | 30 - 60 | 61 - 90 | Over 90 | Total Past Due | Total Loans | ||||||||||||||||||||
| 0 to 5 months | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| 6 to 17 months | ||||||||||||||||||||||||||
| 18 to 35 months | ||||||||||||||||||||||||||
| 36 to 59 months | ||||||||||||||||||||||||||
| 60+ months | ||||||||||||||||||||||||||
| Tax advance loans | ||||||||||||||||||||||||||
| Total gross loans | ||||||||||||||||||||||||||
| Unearned interest, insurance and fees | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||
| Total net loans | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Percentage of period-end gross loans receivable | % | % | % | % | ||||||||||||||||||||||
The Company elected not to record an allowance for credit losses for accrued interest as outlined in ASC 326-20-30-5A. Loans are placed on nonaccrual status when management determines that the full payment of principal and collection of interest according to contractual terms is no longer likely. The accrual of interest is discontinued when a loan is 61 days or more past the contractual due date. When the interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. While a loan is on nonaccrual status, interest revenue is recognized only when a payment is received. Once a loan moves to nonaccrual status, it remains in nonaccrual status until it is paid out, charged off or refinanced. During the three months ended June 30, 2022 and June 30, 2021, the Company reversed a total of $9.0 million and $3.8 million, respectively, of unpaid accrued interest against interest income.
The following table presents the amortized cost basis of loans on nonaccrual status as of the beginning of the reporting period and the end of the reporting period, as well as year-to-date interest income recognized on nonaccrual loans for the three months ended June 30, 2022 and 2021:
| Nonaccrual Financial Assets | |||||||||||||||||||||||
| Customer Tenure | As of June 30, 2022 | As of March 31, 2022 | Interest Income Recognized for the three months ended June 30, 2022 | Interest Income Recognized for the three months ended June 30, 2021 | |||||||||||||||||||
| 0 to 5 months | $ | $ | $ | $ | |||||||||||||||||||
| 6 to 17 months | |||||||||||||||||||||||
| 18 to 35 months | |||||||||||||||||||||||
| 36 to 59 months | |||||||||||||||||||||||
| 60+ months | |||||||||||||||||||||||
| Tax advance loans | |||||||||||||||||||||||
| Unearned interest, insurance and fees | ( | ( | |||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
As of June 30, 2022 and March 31, 2022, there were no financial assets 61 days or more past due, not on nonaccrual status, and no financial assets with no related allowance for credit losses.
NOTE 6 – LEASES
19
The Company uses its effective annual interest rate, adjusted for certain assumptions, as the discount rate when evaluating leases under Topic 842. Management applies the adjusted effective annual interest rate to leases entered for the entirety of the subsequent year.
Based on its historical practice, the Company believes it is reasonably certain to exercise a given option associated with a given office space lease. Therefore, the Company classifies all lease options for office space as “reasonably certain” unless it has specific knowledge to the contrary for a given lease. The Company generally does not believe it is reasonably certain to exercise any options associated with its office equipment leases.
Periodic Disclosures
The Company's operating leases consist of real estate leases for office space as well as office equipment. Both the branch real estate and office equipment lease terms generally range from three years to five years , and generally contain options to extend which mirror the original terms of the lease. The Company's finance leases consist of IT equipment which have a three year lease term and do not contain an option to extend the lease term.
The following table reports information about the Company's lease cost for the three months ended June 30, 2022 and 2021:
| Three months ended June 30, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Lease Cost | ||||||||||||||||||||||||||
| Finance lease cost | $ | $ | ||||||||||||||||||||||||
| Amortization of right-of-use assets | ||||||||||||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||||||||||||
| Operating lease cost | $ | $ | ||||||||||||||||||||||||
| Variable lease cost | ||||||||||||||||||||||||||
| Total lease cost | $ | $ | ||||||||||||||||||||||||
The following table reports other information about the Company's leases for the three months ended June 30, 2022 and 2021:
| Three months ended June 30, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Other Lease Information | ||||||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||||||||||||||||||||
| Operating cash flows from finance leases | ||||||||||||||||||||||||||
| Operating cash flows from operating leases | ||||||||||||||||||||||||||
| Financing cash flows from finance leases | ||||||||||||||||||||||||||
| Right-of-use assets obtained in exchange for new finance lease liabilities | $ | $ | ||||||||||||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||||||||||||||||||||
| Weighted-average remaining lease term — finance leases | ||||||||||||||||||||||||||
| Weighted average remaining lease term — operating leases | ||||||||||||||||||||||||||
| Weighted-average discount rate (monthly) — finance leases | % | % | ||||||||||||||||||||||||
| Weighted-average discount rate — operating leases | % | % | ||||||||||||||||||||||||
20
| Operating | Finance | |||||||||||||||||||
| Remainder of 2023 | $ | $ | ||||||||||||||||||
| 2024 | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| Thereafter | ||||||||||||||||||||
| Total undiscounted lease liability | $ | $ | ||||||||||||||||||
| Imputed interest | ||||||||||||||||||||
| Total discounted lease liability | $ | $ | ||||||||||||||||||
The Company had no leases with related parties at June 30, 2022 or March 31, 2022.
21
NOTE 7 – AVERAGE SHARE INFORMATION
The following is a summary of the basic and diluted average common shares outstanding:
| Three months ended June 30, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Weighted average common shares outstanding (denominator) | |||||||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Dilutive potential common shares1 | |||||||||||||||||||||||
| Weighted average diluted shares outstanding (denominator) | |||||||||||||||||||||||
1 Dilutive potential common shares have been excluded from the weighted average diluted shares outstanding calculation for the three-month period ended June 30, 2022. In accordance with ASC 260-10-45, shares which would otherwise be considered dilutive are deemed anti-dilutive when the entity incurs a loss from continuing operations in the period reported.
22
NOTE 8 – STOCK-BASED COMPENSATION
Stock Incentive Plans
The Company maintains a 2008 Stock Option Plan, a 2011 Stock Option Plan and a 2017 Stock Incentive Plan for the benefit of certain non-employee directors, officers, and key employees. Under these plans, a total of 3,350,000 shares of authorized common stock have been reserved for issuance pursuant to grants approved by the Compensation Committee. Stock options granted under these plans have a maximum term of 10 years, may be subject to certain vesting requirements, which are generally to six years for officers, non-employee directors, and key employees, and are priced at the market value of the Company's common stock on the option's grant date. At June 30, 2022, there were a total of 108,736 shares of common stock available for grant under the plans.
Stock-based compensation is recognized as provided under FASB ASC Topic 718-10 and FASB ASC Topic 505-50. FASB ASC Topic 718-10 requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the requisite service period (generally the vesting period) in the Consolidated Financial Statements based on their grant date fair values. The Company has applied the Black-Scholes valuation model in determining the grant date fair value of the stock option awards. Compensation expense is recognized only for those options expected to vest.
Long-term Incentive Program and Non-Employee Director Awards
On October 15, 2018, the Compensation Committee and Board approved and adopted a new long-term incentive program that seeks to motivate and reward certain employees and to align management’s interest with shareholders’ by focusing executives on the achievement of long-term results. The program is comprised of four components: Service Options, Performance Options, Restricted Stock, and Performance Shares.
Pursuant to this program, in fiscal 2019, the Compensation Committee approved certain grants of Service Options, Performance Options, Restricted Stock and Performance Shares under the World Acceptance Corporation 2011 Stock Option Plan and the World Acceptance Corporation 2017 Stock Incentive Plan to certain employee directors, vice presidents of operations, vice presidents, senior vice presidents, and executive officers. Separately, the Compensation Committee approved certain grants of Service Options and Restricted Stock to certain of the Company’s non-employee directors.
Under the long-term incentive program, up to 100 % of the shares of restricted stock subject to the Performance Shares shall vest, if at all, based on the achievement of two trailing earnings per share performance targets established by the Compensation Committee that are based on earnings per share (measured at the end of each calendar quarter, commencing with the calendar quarter ending September 30, 2019) for the previous four calendar quarters. The Performance Shares are eligible to vest over the Performance Share Measurement Period and subject to each respective employee’s continued employment at the Company through the last day of the Performance Share Measurement Period (or as otherwise provided under the terms of the applicable award agreement or applicable employment agreement).
| Trailing 4-Quarter EPS Targets for September 30, 2018 through March 31, 2025 | Restricted Stock Eligible for Vesting (Percentage of Award) | ||||
| $ | |||||
| $ | |||||
The Restricted Stock awards vest in six equal annual installments, beginning on the first anniversary of the grant date, subject to each respective employee’s continued employment at the Company through each applicable vesting date or otherwise provided under the terms of the applicable award agreement or applicable employment agreement.
The Service Options vest in six equal annual installments, beginning on the first anniversary of the grant date, subject to each respective employee’s continued employment at the Company through each applicable vesting date or otherwise provided under the terms of the applicable award agreement or applicable employment agreement. The option price is equal to the fair market value of the common stock on the grant date and the Service Options have a 10 -year term.
The Performance Options will fully vest if the Company attains the trailing earnings per share target over four consecutive calendar quarters occurring between September 30, 2018 and March 31, 2025 described below. Such performance target was established by the Compensation Committee and will be measured at the end of each calendar quarter commencing on
23
September 30, 2019. The Performance Options are eligible to vest over the Option Measurement Period, subject to each respective employee’s continued employment at the Company through the last day of the Option Measurement Period or as otherwise provided under the terms of the applicable award agreement or applicable employment agreement. The option price is equal to the fair market value of the common stock on the grant date and the Performance Options have a 10 -year term. The Performance Option performance target is set forth below.
| Trailing 4-Quarter EPS Targets for September 30, 2018 through March 31, 2025 | Options Eligible for Vesting (Percentage of Award) | ||||
| $ | |||||
Stock Options
The weighted-average fair value at the grant date for options issued during the three months ended June 30, 2022 and 2021 was $80.87 and $84.83 , respectively.
| Three months ended June 30, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Dividend Yield | |||||||||||||||||||||||
| Expected Volatility | |||||||||||||||||||||||
| Average risk-free rate | |||||||||||||||||||||||
| Expected Life | |||||||||||||||||||||||
The expected stock price volatility is based on the historical volatility of the Company's common stock for a period approximating the expected life. The expected life represents the period of time that options are expected to be outstanding after the grant date. The risk-free rate reflects the interest rate at grant date on zero coupon U.S. governmental bonds having a remaining life similar to the expected option term.
Option activity for the three months ended June 30, 2022 was as follows:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||
| Options outstanding, beginning of period | $ | ||||||||||||||||||||||
| Granted during period | |||||||||||||||||||||||
| Exercised during period | ( | ||||||||||||||||||||||
| Forfeited during period | ( | ||||||||||||||||||||||
| Expired during period | ( | ||||||||||||||||||||||
| Options outstanding, end of period | 2 | $ | $ | ||||||||||||||||||||
| Options exercisable, end of period | $ | $ | |||||||||||||||||||||
The aggregate intrinsic value reflected in the table above represents the total pre-tax intrinsic value (the difference between the closing stock price on June 30, 2022 and the exercise price, multiplied by the number of in-the-money options) that would have been received by option holders had all option holders exercised their options as of June 30, 2022. This amount will change as the market price of the common stock changes. The total intrinsic value of options exercised during the periods ended June 30, 2022 and 2021 was as follows:
2 Of the 339,440 options outstanding, 122,299 are not yet exercisable based solely on fulfilling a service condition and another 120,684 are not yet exercisable based solely on fulfilling the performance condition described further above.
24
| June 30, 2022 | June 30, 2021 | ||||||||||
| Three months ended | $ | $ | |||||||||
As of June 30, 2022, total unrecognized stock-based compensation expense related to non-vested stock options amounted to approximately $4.9 million, which is expected to be recognized over a weighted-average period of approximately 2.0 years.
Restricted Stock
During the first three months of fiscal 2023, the Company granted 1,750 shares of restricted stock (which are equity classified) to certain vice presidents, senior vice presidents, executive officers, and non-employee directors with a grant date weighted average fair value of 148.64 per share.
During fiscal 2022, the Company granted 4,062 shares of restricted stock (which are equity classified) to certain vice presidents with a grant date weighted average fair value of $188.38 per share.
Compensation expense related to restricted stock is based on the number of shares expected to vest and the fair market value of the common stock on the grant date. The Company recognized compensation expense of $3.0 million and $3.2 million for the three months ended June 30, 2022 and 2021, respectively, which is included as a component of general and administrative expenses in the Company’s Consolidated Statements of Operations.
As of June 30, 2022, there was approximately $11.1 million of unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over the next 1.5 years based on current estimates.
A summary of the status of the Company’s restricted stock as of June 30, 2022, and changes during the three months ended June 30, 2022, are presented below:
| Shares | Weighted Average Fair Value at Grant Date | ||||||||||
| Outstanding at March 31, 2022 | $ | ||||||||||
| Granted during the period | |||||||||||
| Vested during the period | |||||||||||
| Forfeited during the period | |||||||||||
| Outstanding at June 30, 2022 | $ | ||||||||||
Total Stock-Based Compensation
Total stock-based compensation included as a component of net income during the three month periods ended June 30, 2022 and 2021 was as follows:
| Three months ended June 30, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Stock-based compensation related to equity classified awards: | |||||||||||||||||||||||
| Stock-based compensation related to stock options | $ | $ | |||||||||||||||||||||
| Stock-based compensation related to restricted stock, net of adjustments and exclusive of cancellations | |||||||||||||||||||||||
| Total stock-based compensation related to equity classified awards | $ | $ | |||||||||||||||||||||
NOTE 9 – ACQUISITIONS
25
| Three months ended June 30, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| Acquisitions: | ||||||||||||||
| Number of loan portfolios acquired through asset purchases | ||||||||||||||
| Total acquisitions | ||||||||||||||
| Purchase price | $ | $ | ||||||||||||
| Tangible assets: | ||||||||||||||
| Loans receivable, net | ||||||||||||||
| Total tangible assets | ||||||||||||||
| Purchase price amount over (below) carrying value of net tangible assets3 | $ | ( | $ | |||||||||||
| Customer lists | $ | |||||||||||||
| Non-compete agreements | $ | |||||||||||||
Acquisitions that are accounted for as business combinations typically result in one or more new branches. In such cases, the Company typically retains the existing employees and the branch location from the acquisition. The purchase price is allocated to the tangible assets and intangible assets acquired based upon their estimated fair market values at the acquisition date. The remainder is allocated to goodwill.
Acquisitions that are accounted for as asset purchases are typically limited to acquisitions of loan portfolios. The purchase price is allocated to the tangible assets and intangible assets acquired based upon their estimated fair market values at the acquisition date. In an asset purchase, no goodwill is recorded.
The Company’s acquisitions include tangible assets (generally loans and furniture and equipment) and intangible assets (generally non-compete agreements, customer lists, and goodwill), both of which are recorded at their fair values, which are estimated pursuant to the processes described below.
Acquired loans are valued at the net loan balance. Given the short-term nature of these loans, generally 8 months, and that these loans are priced at current rates, management believes the net loan balances approximate their fair value. Under CECL, acquired loans are included in the reserve calculations for all other loan types (excluding TALs). Management includes recent acquisition activity compared to historical activity when considering reasonable and supportable forecasts as it relates to assessing the adequacy of the allowance for expected credit losses. The Company did not acquire any loans that would qualify as PCDs during the period.
Furniture and equipment are valued at the specific purchase price as agreed to by both parties at the time of acquisition, which management believes approximates their fair values.
Non-compete agreements are valued at the stated amount paid to the other party for these agreements, which the Company believes approximates their fair value.
Customer lists are valued with a valuation model that utilizes the Company’s historical data to estimate the value of any acquired customer lists. Customer lists are allocated at a branch level and are evaluated for impairment at a branch level when a
3 As a result of the asset purchase during the first quarter of fiscal 2023, the Company recorded a $3.1 million gain, net of $917.4 thousand income tax, which is included as a component of Insurance and other income, net in the Consolidated Statements of Operations. The transaction resulted in a gain as the acquired loan portfolio was purchased at a discount. As an immediate gain would be recognized on the net loans acquired if the cost below fair value was allocated, it was not determined appropriate to reduce the basis of the net loans acquired.
26
triggering event occurs in accordance with FASB ASC Topic 360-10-05. If a triggering event occurs, the impairment loss to the customer list is generally the remaining unamortized customer list balance. In most acquisitions, the original fair value of the customer list allocated to a branch is less than $100,000, and management believes that in the event a triggering event were to occur, the impairment loss to an unamortized customer list would be immaterial.
The estimated results of all acquisitions have been included in the Company’s Consolidated Financial Statements since the respective acquisition date. The pro forma impact of these branches as though they had been acquired at the beginning of the periods presented would not have a material effect on the results of operations as reported.
NOTE 10 – DEBT
Senior Notes Payable; Revolving Credit Facility
At June 30, 2022, the Company had a $685.0 million senior revolving credit facility. The revolving credit facility was amended in connection with the Company’s Notes offering (described below) on September 27, 2021 to permit the issuance of the Notes described below and increase the amount of permitted borrowings under the accordion feature from $685.0 million to $785.0 million. On May 24, 2022, the revolving credit facility was amended ("Seventh Amendment") to, among other things, (1) reduce the required ratio for Net Income Available for Fixed Charges to Fixed Charges from 2.75 to 1.0 to 2.10 to 1.0 for each fiscal quarter from March 31, 2022 to June 30, 2023, with the ratio increasing to 2.75 to 1.0 for each fiscal quarter thereafter; (2) allow the Company to form up to two SPV Subsidiaries for purposes of an anticipated warehouse facility or securitization; and (3) transition from a benchmark rate of 1-month LIBOR to a term rate based on SOFR.
At June 30, 2022, $481.4 million was outstanding under the Company's revolving credit facility, not including a $300.0 thousand outstanding standby letter of credit related to workers compensation under a $1.5 million sub-facility. To the extent that the letter of credit is drawn upon, the disbursement will be funded by the credit facility. There are no amounts due related to the letter of credit as of June 30, 2022. The letter of credit expired on December 31, 2021; however, it automatically extends for one year on the expiration date. Subject to a borrowing base formula, the Company may borrow at the rate of one month SOFR plus .10 % and an applicable margin of 3.5 % with a minimum rate of 4.5 %. The revolving credit facility has a commitment fee of 0.50 % per annum on the unused portion of the commitment. Commitment fees on the unused portion of the borrowing totaled $0.3 million and $0.4 million for the three months ended June 30, 2022 and 2021, respectively.
For the three months ended June 30, 2022 and fiscal year ended March 31, 2022, the Company’s effective interest rate, including the commitment fee and amortization of debt issuance costs, was 5.1 % annualized and 5.0 %, respectively, and the unused amount available under the revolving credit facility at June 30, 2022 was $203.3 million. Borrowings under the revolving credit facility mature on June 7, 2024.
Substantially all of the Company’s assets are pledged as collateral for borrowings under the revolving credit agreement.
Senior Unsecured Notes Payable
On September 27, 2021, we issued $300 million in aggregate principal amount of 7.0 % senior notes due 2026 (the “Notes”). The Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the Company’s existing and certain of its future subsidiaries that guarantee the revolving credit facility. Interest on the notes is payable semi-annually in arrears on May 1 and November 1 of each year, commencing May 1, 2022. At any time prior to November 1, 2023, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100 % of the principal amount plus a make-whole premium, as described in the indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. At any time on or after November 1, 2023, the Company may redeem the Notes at redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. In addition, at any time prior to November 1, 2023, the Company may use the proceeds of certain equity offerings to redeem up to 40.0 % of the aggregate principal amount of the Notes issued under the indenture at a redemption price equal to 107.0 % of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.
We used the net proceeds from this offering to repay a portion of the outstanding indebtedness under our revolving credit facility and for general corporate purposes.
Debt Covenants
The agreement governing the Company’s revolving credit facility contains affirmative and negative covenants, including covenants that generally restrict the ability of the Company and its subsidiaries to, among other things, incur or guarantee
27
indebtedness, incur liens, pay dividends and repurchase or redeem capital stock, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, redeem or prepay subordinated debt, amend subordinated debt documents, make changes in the nature of its business, and engage in transactions with affiliates. The agreement allows the Company to incur subordinated debt that matures after the termination date for the revolving credit facility and that contains specified subordination terms, subject to limitations on amount imposed by the financial covenants under the agreement. The agreement also contains financial covenants, including (i) a minimum consolidated net worth of $325.0 million on and after December 31, 2020; (ii) a maximum ratio of total debt to consolidated adjusted net worth of 2.5 to 1.0; (iii) a maximum collateral performance indicator of 24 % as of the end of each calendar month; and (iv) a minimum fixed charges coverage ratio as further discussed below.
As further discussed in Note 13, on July 27th, 2022, the Company entered into the Eighth Amendment to its Amended and Restated Revolving Credit Agreement to, among other things, increase the required ratio for Net Income Available for Fixed Charges to Fixed Charges from 2.10 to 1.0 to 2.25 to 1.0 for each fiscal quarter from June 30, 2022 to December 30, 2022, with the ratio increasing to 2.50 to 1.0 for each fiscal quarter from March 31, 2023 to June 30, 2023, and increasing to 2.75 to 1.0 for each fiscal quarter thereafter.
The collateral performance indicator is equal to the sum of (a) a three-month rolling average rate of receivables at least sixty days past due and (b) an eight-month rolling average net charge-off rate.
The Company was in compliance with these covenants at June 30, 2022 and March 31, 2022 and does not believe that these covenants will materially limit its business and expansion strategy.
The revolving credit agreement contains events of default including, without limitation, nonpayment of principal, interest or other obligations, violation of covenants, misrepresentation, cross-default and cross-acceleration to other debt, bankruptcy and other insolvency events, judgments, certain ERISA events, actual or asserted invalidity of loan documentation, invalidity of subordination provisions of subordinated debt, certain changes of control of the Company, and the occurrence of certain regulatory events (including the entry of any stay, order, judgment, ruling or similar event related to the Company’s or any of its subsidiaries’ originating, holding, pledging, collecting or enforcing its eligible finance receivables that is material to the Company or any subsidiary) which remains unvacated, undischarged, unbonded or unstayed by appeal or otherwise for a period of 60 days from the date of its entry and is reasonably likely to cause a material adverse change. If it is determined that a violation of any applicable law has occurred, such violation may give rise to an event of default under our credit agreement if such violation were to result in a material adverse change on our business, operations, results of operations, assets, liabilities, or condition (financial or otherwise), or a material impairment of the Company’s and the subsidiaries’ ability to perform their obligations under the agreement or related documents, or if the amount of any settlement, penalties, fines, or other payments resulted in the Company failing to satisfy any financial covenants.
The indenture governing the Notes contains certain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to (i) incur additional indebtedness or issue certain disqualified stock and preferred stock; (ii) pay dividends or distributions or redeem or purchase capital stock; (iii) prepay subordinated debt or make certain investments; (iv) transfer and sell assets; (v) create or permit to exist liens; (vi) enter into agreements that restrict dividends, loans and other distributions from their subsidiaries; (vii) engage in a merger, consolidation or sell, transfer or otherwise dispose of all or substantially all of their assets; and (viii) engage in transactions with affiliates. However, these covenants are subject to a number of important detailed qualifications and exceptions.
Debt Maturities
The aggregate annual maturities of the Company's debt arrangements as of June 30, 2022 are as follows:
| Remainder of 2023 | $ | ||||||||||
| 2024 | |||||||||||
| 2025 | |||||||||||
| 2026 | |||||||||||
| 2027 | |||||||||||
| Total future debt payments | $ | ||||||||||
NOTE 11 – INCOME TAXES
28
As of June 30, 2022 and March 31, 2022, the Company had $2.2 million and $2.2 million, respectively, of total gross unrecognized tax benefits including interest. Approximately $2.1 million and $2.0 million, respectively, represent the amount of net unrecognized tax benefits that are permanent in nature and, if recognized, would affect the annual effective tax rate. At June 30, 2022, approximately $1.3 million of gross unrecognized tax benefits are expected to be resolved during the next twelve months through the expiration of the statute of limitations and settlement with taxing authorities. The Company’s continuing practice is to recognize interest and penalties related to income tax matters in income tax expense. As of June 30, 2022, the Company had approximately $576.8 thousand accrued for gross interest, of which $21.4 thousand was accrued during the three months ended June 30, 2022.
The Company is subject to U.S. income taxes, as well as taxes in various other state and local jurisdictions. With the exception of a few states, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2018, although carryforward attributes that were generated prior to 2018 may still be adjusted upon examination by the taxing authorities if they either have been or will be used in a future period.
The Company’s effective income tax rate totaled 28.2 % for the quarter ended June 30, 2022 compared to 23.2 % for the prior year quarter. The increase is primarily due to the effects of pretax book earnings relative to the effects of various permanent items including an increase in the disallowed executive compensation under Section 162(m) in the current quarter and partially offset by the recognition of additional Federal Historic Tax Credits when compared to the prior year quarter.
NOTE 12 – COMMITMENTS AND CONTINGENCIES
Derivative Litigation
On September 25, 2020, a shareholder filed a derivative complaint in South Carolina state court, Paul Parshall v. World Acceptance et al., against the Company as the nominal defendant and certain current and former directors and officers as defendants. Pointing to the Company’s resolution with the SEC and DOJ of the Mexico investigation previously disclosed, the complaint alleges violations of South Carolina law, including breaches of fiduciary duties and corporate waste, and that the Company has suffered damages as a result of those alleged breaches. The complaint seeks unspecified monetary damages from the individual defendants, equitable and/or injunctive relief, disgorgement of compensation from the individual defendants, and attorneys’ fees and costs. Because the complaint is derivative in nature, it does not seek monetary damages from the Company. However, the Company may be required to advance, and ultimately be responsible for, the legal fees and costs incurred by the individual defendants.
General
In addition, from time to time the Company is involved in litigation matters relating to claims arising out of its operations in the normal course of business.
Estimating an amount or range of possible losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve fines, penalties or damages that are discretionary in amount, involve a large number of claimants or significant discretion by regulatory authorities, represent a change in regulatory policy or interpretation, present novel legal theories, are in the early stages of the proceedings, are subject to appeal or could result in a change in business practices. In addition, because most legal proceedings are resolved over extended periods of time, potential losses are subject to change due to, among other things, new developments, changes in legal strategy, the outcome of intermediate procedural and substantive rulings and other parties’ settlement posture and their evaluation of the strength or weakness of their case against us. However, in light of the inherent uncertainties involved, an adverse outcome in one or more of these matters could materially and adversely affect the Company’s financial condition, results of operations or cash flows in any particular reporting period.
NOTE 13 – SUBSEQUENT EVENTS
Eighth Amendment to Amended and Restated Revolving Credit Facility
On July 27, 2022, the Company entered into the Eighth Amendment to its Amended and Restated Revolving Credit Agreement, among the Company, the lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent. The Eighth Amendment amends its Amended and Restated Revolving Credit Agreement to, among other things:
29
•Amends the definition of Net Income Available for Fixed Charges for any period means Consolidated Adjusted Net Income during such period plus, to the extent deducted in determining Consolidated Adjusted Net Income, positive or negative non-cash provisions for “current expected loan losses” (under ASU 2016-13 or CECL) made by Borrower and its Restricted Subsidiaries during such period (which, for the avoidance of doubt, would be the total provision expense less actual net charge offs).
•Increase the required ratio for Net Income Available for Fixed Charges to Fixed Charges to 2.25 to 1.0 for the fiscal quarters ending June 30, 2022; September 30, 2022; December 31, 2022; and 2.50 to 1.0 for March 31, 2023 and June 30, 2023, with the ratio increasing to 2.75 to 1.0 for each fiscal quarter thereafter.
Management is not aware of any other significant events occurring subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.
30
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Information
This report on Form 10-Q, including "Management’s Discussion and Analysis of Financial Condition and Results of Operations," contains various "forward-looking statements," within the meaning of The Private Securities Litigation Reform Act of 1995, that are based on management’s beliefs and assumptions, as well as information currently available to management. Statements other than those of historical fact, including those identified by words such as “anticipate,” “estimate,” “intend,” “plan,” “expect,” “believe,” “may,” “will,” “should,” "would," "could," "continue," "forecast," and any variation of the foregoing and similar expressions are forward-looking statements. Although the Company believes that the expectations reflected in any such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Any such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company’s actual financial results, performance or financial condition may vary materially from those anticipated, estimated or expected. Therefore, you should not rely on any of these forward-looking statements.
Among the key factors that could cause our actual financial results, performance or condition to differ from the expectations expressed or implied in such forward-looking statements are the following: the ongoing impact of the COVID-19 pandemic and the mitigation efforts by governments and related effects on our financial condition, business operations and liquidity, our customers, our employees, and the overall economy; recently enacted, proposed or future legislation and the manner in which it is implemented; changes in the U.S. tax code; the nature and scope of regulatory authority, particularly discretionary authority, that may be exercised by regulators, including, but not limited to, the Securities and Exchange Commission (SEC), Department of Justice, U.S. Consumer Financial Protection Bureau, and individual state regulators having jurisdiction over the Company; the unpredictable nature of regulatory proceedings and litigation, employee misconduct or misconduct by third parties, uncertainties associated with management turnover and the effective succession of senior management; media and public characterization of consumer installment loans, labor unrest the impact of changes in accounting rules and regulations, or their interpretation or application, which could materially and adversely affect the Company’s reported consolidated financial statements or necessitate material delays or changes in the issuance of the Company’s audited consolidated financial statements; the Company's assessment of its internal control over financial reporting; changes in interest rates; risks relating to the acquisition or sale of assets or businesses or other strategic initiatives, including increased loan delinquencies or net charge-offs, the loss of key personnel, integration or migration issues, the failure to achieve anticipated synergies, increased costs of servicing, incomplete records, and retention of customers; risks inherent in making loans, including repayment risks and value of collateral; cybersecurity threats, including the potential misappropriation of assets or sensitive information, corruption of data or operational disruption; our dependence on debt and the potential impact of limitations in the Company’s amended revolving credit facility or other impacts on the Company's ability to borrow money on favorable terms, or at all; the timing and amount of revenues that may be recognized by the Company; changes in current revenue and expense trends (including trends affecting delinquency and charge-offs); the impact of extreme weather events and natural disasters; changes in the Company’s markets and general changes in the economy (particularly in the markets served by the Company). These and other risks are discussed in more detail in Part I, Item 1A “Risk Factors” in the Company's most recent annual report on Form 10-K for the fiscal year ended March 31, 2022 filed with the SEC, and in the Company’s other reports filed with, or furnished to, the SEC from time to time. The Company does not undertake any obligation to update any forward-looking statements it may make.
Results of Operations
The following table sets forth certain information derived from the Company's consolidated statements of operations and balance sheets (unaudited), as well as operating data and ratios, for the periods indicated:
31
| Three months ended June 30, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| Gross loans receivable | $ | 1,641,798 | $ | 1,223,139 | |||||||||||||||||||
Average gross loans receivable (1) | 1,575,548 | 1,144,425 | |||||||||||||||||||||
Net loans receivable (2) | 1,194,508 | 900,385 | |||||||||||||||||||||
Average net loans receivable (3) | 1,152,981 | 849,175 | |||||||||||||||||||||
| Expenses as a percentage of total revenue: | |||||||||||||||||||||||
| Provision for credit losses | 54.5 | % | 23.3 | % | |||||||||||||||||||
| General and administrative | 46.2 | % | 56.6 | % | |||||||||||||||||||
| Interest expense | 7.1 | % | 4.2 | % | |||||||||||||||||||
Operating income (loss) as a % of total revenue (4) | (0.7) | % | 20.1 | % | |||||||||||||||||||
Loan volume (5) | 932,379 | 754,209 | |||||||||||||||||||||
| Net charge-offs as percent of average net loans receivable on an annualized basis | 22.3 | % | 11.4 | % | |||||||||||||||||||
| Return on average assets (trailing 12 months) | 2.5 | % | 9.1 | % | |||||||||||||||||||
| Return on average equity (trailing 12 months) | 7.5 | % | 23.0 | % | |||||||||||||||||||
| Branches opened or acquired (merged or closed), net | (21) | — | |||||||||||||||||||||
| Branches open (at period end) | 1,146 | 1,205 | |||||||||||||||||||||
_______________________________________________________
(1) Average gross loans receivable has been determined by averaging month-end gross loans receivable over the indicated period, excluding tax advances.
(2) Net loans receivable is defined as gross loans receivable less unearned interest and deferred fees.
(3) Average net loans receivable has been determined by averaging month-end gross loans receivable less unearned interest and deferred fees over the indicated period, excluding tax advances.
(4) Operating income (loss) is computed as total revenue less provision for credit losses and general and administrative expenses.
(5) Loan volume includes all loan balances originated by the Company. It does not include loans purchased through acquisitions.
Comparison of three months ended June 30, 2022 versus three months ended June 30, 2021
Gross loans outstanding increased to $1.64 billion as of June 30, 2022, a 34.2% increase from the $1.22 billion of gross loans outstanding as of June 30, 2021. During the three months ended June 30, 2022 our unique borrowers increased by 0.2% compared to a decrease of 1.0% during the three months ended June 30, 2021.
Net income (loss) for the three months ended June 30, 2022 decreased to a net loss of $8.8 million, a 155.8% decrease from a net income of $15.8 million for the same period of the prior year. Operating income (loss), which is revenue less provision for credit losses and general and administrative expenses, decreased by $27.1 million, or 104.1%, compared to the same period of the prior fiscal year. Net loss for three months ended June 30, 2022 was significantly impacted by an increase in the provision for credit losses under CECL that is directly related to the growth and the impact of seasonality on the expected loss rates.
Revenues for the three months ended June 30, 2022 increased by $27.9 million, or 21.5%, to $157.6 million from $129.7 million for the same period of the prior year. The increase was primarily due to a 29.7% increase in average gross earning loans (total gross loans less gross loans 60 days contractually past due and tax advances).
32
Interest and fee income for the three months ended June 30, 2022 increased by $21.0 million, or 19.3%, from the same period of the prior year due to an increase in loans outstanding. Net loans outstanding at June 30, 2022 increased by 32.7% over the balance at June 30, 2021. Average net loans outstanding increased by 35.8% for the three months ended June 30, 2022 compared to the three-month period ended June 30, 2021.
Insurance commissions and other income for the three months ended June 30, 2022 increased by $6.9 million, or 33.7%, from the same period of the prior year. Insurance commissions increased by approximately $4.6 million, or 37.2%, during the three months ended June 30, 2022 when compared to the three months ended June 30, 2021. Insurance revenue increased due to a shift to larger loans during the quarter. The sale of insurance products are limited to large loans in several of our states. The large loan portfolio increased from 46.0% of the overall portfolio as of June 30, 2021 to 53.4% as of June 30, 2022. Other income increased by $2.3 million. Other income includes a $3.1 million bargain purchase gain, net of $917.4 thousand income tax, during the current quarter.
The provision for credit losses increased $55.6 million, or 183.6%, to $85.8 million from $30.3 million when comparing the first quarter of fiscal 2023 to the first quarter of fiscal 2022. The table below itemizes the key components of the CECL allowance and provision impact during the quarter.
| CECL Allowance and Provision (Dollars in millions) | FY 2023 | FY 2022 | Difference | |||||||||||||||||
| Beginning Allowance - March 31 | $134.2 | $91.7 | $42.5 | |||||||||||||||||
| Change due to Growth | $10.5 | $9.8 | $0.7 | |||||||||||||||||
| Change due to Expected Loss Rate on Performing Loans | $16.8 | $2.5 | $14.3 | |||||||||||||||||
| Change due to 90 day past due | $(5.9) | $(6.2) | $0.3 | |||||||||||||||||
| Ending Allowance - June 30 | $155.6 | $97.8 | $57.8 | |||||||||||||||||
| Net Charge-offs | $64.4 | $24.1 | $40.3 | |||||||||||||||||
| Provision | $85.8 | $30.3 | $55.5 | |||||||||||||||||
Note: The change in allowance for the quarter plus net charge-offs for the quarter equals the provision for the quarter. | ||||||||||||||||||||
The change in the allowance during the quarter was significantly impacted by both growth and changes in expected loss rates on our performing loans. The three most important factors impacting the expected loss rates on performing loans are recent actual loss performance, changes in mix of the portfolio tenure, and a seasonality factor. The seasonality factor had the most significant impact on the expected loss rates during the quarter, resulting in a 14.5% increase in the portfolio expected loss rates or approximately $13.4 million. The table below includes the seasonality factor for each quarter end.
| Quarter End | Seasonality Factor | ||||
| March 31 | 0.943738 | ||||
| June 30 | 1.080301 | ||||
| September 30 | 1.047518 | ||||
| December 31 | 0.938281 | ||||
Expected loss rates by tenure bucket also increased due to actual loss rates increasing as credit normalizes. This was offset to some degree by a shift in portfolio mix to more tenured customers.
Net charge-offs for the quarter increased $40.3 million, from $24.1 million in the first quarter of fiscal 2022 to $64.4 million in the first quarter of fiscal 2023. Net charge-offs as a percentage of average net loan receivables on an annualized basis increased from 11.4% in the first quarter of fiscal 2022 to 22.3% in the first quarter of fiscal 2023. Annualized net charge-offs were 18.3% for the first quarter of fiscal 2021. The increase in delinquency and charge-offs were expected due to the increase in new and shorter tenured customers over the last twelve months.
The Company's allowance for credit losses as a percentage of net loans was 13.0% at June 30, 2022 compared to 10.9% at June 30, 2021. Accounts that were 61 days or more past due on a recency basis were 6.9% of the portfolio at June 30, 2022 and 4.0% of the portfolio at June 30, 2021. Accounts that were 61 days or more past due on a contractual basis were 8.5% of the portfolio at June 30, 2022 compared to 5.2% of the portfolio at June 30, 2021.
G&A expenses for the three months ended June 30, 2022 decreased by $0.5 million, or 0.7%, from the corresponding period of the previous year. As a percentage of revenues, G&A expenses decreased from 56.6% during the three months ended June 30,
33
2021 to 46.2% during the three months ended June 30, 2022. G&A expenses per average open branch increased by 3.3% when comparing the two three-month periods. The change in G&A expense is explained in greater detail below.
Personnel expense totaled $45.2 million for the three months ended June 30, 2022, a $1.1 million, or 2.3%, decrease over the three months ended June 30, 2021. Benefit expense decreased approximately $0.4 million, or 4.0%, when comparing the quarterly periods ended June 30, 2022 and 2021. Incentive expense decreased $2.1 million, or 17.4%. This was offset by a $1.6 million, or 5.6%, increase in salary expense when comparing the two quarterly periods ended June 30, 2022 and 2021. Our headcount as of June 30, 2022, increased 3.3% compared to June 30, 2021.
Occupancy and equipment expense totaled $13.2 million for the three months ended June 30, 2022, a $0.4 million, or 2.7%, decrease over the three months ended June 30, 2021. Occupancy and equipment expense is generally a function of the number of branches the Company has open throughout the period. For the three months ended June 30, 2022, the average open branches decreased 3.8% compared to the three months ended June 30, 2021
Advertising expense decreased $1.6 million, or 41.3%, in the first quarter of fiscal 2023 compared to the first quarter of fiscal 2022 due to decreased spending on new customer acquisition programs.
Amortization of intangible assets totaled $1.1 million for the three months ended June 30, 2022, an $82.7 thousand, or 6.8%, decrease over the three months ended June 30, 2021.
Other expense totaled $11.1 million for the three months ended June 30, 2022, a $2.6 million, or 30.0%, increase over the three months ended June 30, 2021. Other expense increased $0.9 million due to an increase in software subscriptions and $0.6 million due to an increase in office supplies.
Interest expense for the three months ended June 30, 2022 increased by $5.7 million, or 103.1%, from the corresponding three months of the previous year. The increase in interest expense was due to a 76.5% increase in the average debt outstanding, from $420.2 million to $741.7 million, and a 20.0% increase in the effective interest rate from 5.0% to 6.0%. The Company’s senior debt-to-equity ratio increased from at 1.2:1 at June 30, 2021 to 2.2:1 at June 30, 2022.
Other key return ratios for the three months ended June 30, 2022 included a 2.5% return on average assets and a return on average equity of 7.5% (both on a trailing 12-month basis), as compared to a 9.1% return on average assets and a return on average equity of 23.0% (both on a trailing 12-month basis) for the three months ended June 30, 2021.
The Company’s effective income tax rate increased to 28.2% for the three months ended June 30, 2022 compared to 23.2% for the corresponding period of the previous year. The increase is primarily due to the effects of pretax book earnings relative to the effects of various permanent items including an increase in the disallowed executive compensation under Section 162(m) in the current quarter and partially offset by the recognition of additional Federal Historic Tax Credits when compared to the prior year quarter.
Regulatory Matters
CFPB Rulemaking Initiatives
On October 5, 2017, the CFPB issued a final rule (the "Rule") imposing limitations on (i) short-term consumer loans, (ii) longer-term consumer installment loans with balloon payments, and (iii) higher-rate consumer installment loans repayable by a payment authorization. The Rule originally required lenders originating short-term loans and longer-term balloon payment loans to evaluate whether each consumer has the ability to repay the loan along with current obligations and expenses (“ability to repay requirements”), however the ability to repay requirements were rescinded in July 2020. The Rule also curtails repeated unsuccessful attempts to debit consumers’ accounts for short-term loans, balloon payment loans, and installment loans that involve a payment authorization and an annual percentage rate over 36% (“payment requirements”); however, there is an appeal pending that is challenging the payments requirements, and the Fifth Circuit Court of Appeals has granted a stay of the compliance date for until 286 days after resolution of the appeal. Implementation of the Rule’s payment requirements may require changes to the Company’s practices and procedures for such loans, which could materially and adversely affect the Company’s ability to make such loans, the cost of making such loans, the Company’s ability to, or frequency with which it could, refinance any such loans, and the profitability of such loans.
Unless rescinded or otherwise amended, the Company will have to comply with the Rule’s payment requirements if it continues to allow consumers to set up future recurring payments online for certain covered loans such that it meets the definition of
34
having a “leveraged payment mechanism” under the Rule. If the payment provisions of the Rule apply, the Company will have to modify its loan payment procedures to comply with the required notices and mandated timeframes set forth in the final rule.
In its Fall 2015 rulemaking agenda, the CFPB stated that it expected to conduct a rulemaking to identify larger participants in the installment lending market for purposes of its supervision program. However, this initiative was classified as “inactive” on the CFPB’s Spring 2018 rulemaking, and its Spring 2022 rulemaking agenda showed no planned activity in this area. Though the likelihood and timing of any such rulemaking is uncertain, the Company believes that the implementation of such rules would likely bring the Company’s business under the CFPB’s supervisory authority which, among other things, would subject the Company to reporting obligations to, and on-site compliance examinations by, the CFPB.
See Part I, Item 1, “Business - Government Regulation - Federal legislation,” for a further discussion of these matters and the federal regulations to which the Company’s operations are subject and Part I, Item 1A, “Risk Factors,” in the Company’s Form 10-K for the year ended March 31, 2021 for more information regarding these regulatory and related risks.
Liquidity and Capital Resources
The Company has historically financed and continues to finance its operations, acquisitions and branch expansion primarily through a combination of cash flows from operations and borrowings from its institutional lenders. As discussed below, the Company has also issued debt securities to finance its operations and repay a portion of its outstanding indebtedness. The Company has generally applied its cash flows from operations to fund its loan volume, fund acquisitions, repay long-term indebtedness, and repurchase its common stock. Net cash provided by operating activities for the three months ended June 30, 2022 was $58.2 million.
The Company believes that attractive opportunities to acquire new branches or receivables from its competitors or to acquire branches in communities not currently served by the Company will continue to become available as conditions in local economies and the financial circumstances of owners change.
On September 27, 2021, we issued $300 million in aggregate principal amount of 7.0% senior notes due 2026 (the “Notes”). The Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the Company’s existing and certain of its future subsidiaries that guarantee the revolving credit facility. Interest on the notes is payable semi-annually in arrears on May 1 and November 1 of each year, commencing May 1, 2022. At any time prior to November 1, 2023, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium, as described in the indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. At any time on or after November 1, 2023, the Company may redeem the Notes at redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. In addition, at any time prior to November 1, 2023, the Company may use the proceeds of certain equity offerings to redeem up to 40% of the aggregate principal amount of the Notes issued under the indenture at a redemption price equal to 107.0% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.
We used the net proceeds from this offering to repay a portion of the outstanding indebtedness under our revolving credit facility and for general corporate purposes.
The indenture governing the Notes contains certain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to (i) incur additional indebtedness or issue certain disqualified stock and preferred stock; (ii) pay dividends or distributions or redeem or purchase capital stock; (iii) prepay subordinated debt or make certain investments; (iv) transfer and sell assets; (v) create or permit to exist liens; (vi) enter into agreements that restrict dividends, loans and other distributions from their subsidiaries; (vii) engage in a merger, consolidation or sell, transfer or otherwise dispose of all or substantially all of their assets; and (viii) engage in transactions with affiliates. However, these covenants are subject to a number of important detailed qualifications and exceptions.
The Company continues to believe stock repurchases are a viable component of the Company’s long-term financial strategy and an excellent use of excess cash when the opportunity arises. However, our revolving credit facility and the Notes limit share repurchases to $90.0 million from March 26, 2021 through June 30, 2022 plus up to 50% of consolidated adjusted net income for the period commencing January 1, 2019. As of June 30, 2022, subject to further approval from our Board of Directors, we could repurchase approximately $14.2 million of shares under the terms of our debt facilities. Additional share repurchases can be made subject to compliance with, among other things, applicable restricted payment covenants under the revolving credit facility and the Notes.
35
The Company has a revolving credit facility with a syndicate of banks. The revolving credit facility provides for revolving borrowings of up to the lesser of (a) the aggregate commitments under the facility and (b) a borrowing base, and it includes a $300.0 thousand letter of credit under a $1.5 million subfacility.
Subject to a borrowing base formula, the Company may borrow at the rate of one month SOFR plus .10% and an applicable margin of 3.5% with a minimum rate of 4.5%. At June 30, 2022, the aggregate commitments under the revolving credit facility were $685.0 million. The $300.0 thousand letter of credit outstanding under the subfacility expired on December 31, 2021; however, it automatically extends for one year on the expiration date. The borrowing base limitation is equal to the product of (a) the Company’s eligible finance receivables, less unearned finance charges, insurance premiums and insurance commissions applicable to such eligible finance receivables, and (b) an advance rate percentage that ranges from 74% to 80% based on a collateral performance indicator, as more completely described below. Further, under the amended and restated revolving credit agreement, the administrative agent has the right to set aside reasonable reserves against the available borrowing base in such amounts as it may deem appropriate, including, without limitation, reserves with respect to certain regulatory events or any increased operational, legal, or regulatory risk of the Company and its subsidiaries.
For the three months ended June 30, 2022 and fiscal year ended March 31, 2022, the Company’s effective interest rate, including the commitment fee and amortization of debt issuance costs, was 6.0% annualized and 5.0%, respectively, and the unused amount available under the revolving credit facility at June 30, 2022 was $203.3 million. Borrowings under the revolving credit facility mature on June 7, 2024.
The Company’s obligations under the revolving credit facility, together with treasury management and hedging obligations owing to any lender under the revolving credit facility or any affiliate of any such lender, are required to be guaranteed by each of the Company’s wholly-owned domestic subsidiaries. The obligations of the Company and the subsidiary guarantors under the revolving credit facility, together with such treasury management and hedging obligations, are secured by a first-priority security interest in substantially all assets of the Company and the subsidiary guarantors.
The agreement governing the Company’s revolving credit facility contains affirmative and negative covenants, including covenants that restrict the ability of the Company and its subsidiaries to, among other things, incur or guarantee indebtedness, incur liens, pay dividends and repurchase or redeem capital stock, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, redeem or prepay subordinated debt, amend subordinated debt documents, make changes in the nature of its business, and engage in transactions with affiliates. The agreement allows the Company to incur subordinated debt that matures after the termination date for the revolving credit facility and that contains specified subordination terms, subject to limitations on the amount incurred that are imposed by the financial covenants under the agreement. The agreement also contains financial covenants, including (i) a minimum consolidated net worth of $325.0 million on and after December 31, 2020; (ii) a maximum ratio of total debt to consolidated adjusted net worth of 2.5 to 1.0; (iii) a maximum collateral performance indicator of 24% as of the end of each calendar month; and (iv) a minimum fixed charges coverage ratio as further discussed below.
As further discussed in Note 13 to the Consolidated Financial Statements, on July 27th, 2022, the Company entered into the Eighth Amendment to its Amended and Restated Revolving Credit Agreement to, among other things, increase the required ratio for Net Income Available for Fixed Charges to Fixed Charges from 2.10 to 1.0 to 2.25 to 1.0 for each fiscal quarter from June 30, 2022 to December 30, 2022, with the ratio increasing to 2.50 to 1.0 for each fiscal quarter from March 31, 2023 to June 30, 2023, and increasing to 2.75 to 1.0 for each fiscal quarter thereafter.
The collateral performance indicator is equal to the sum of (a) a three-month rolling average rate of receivables at least sixty days past due and (b) an eight-month rolling average net charge-off rate. The Company was in compliance with these covenants at June 30, 2022 and does not believe that these covenants will materially limit its business and expansion strategy.
The agreement contains events of default including, without limitation, nonpayment of principal, interest or other obligations, violation of covenants, misrepresentation, cross-default and cross-acceleration to other debt, bankruptcy and other insolvency events, judgments, certain ERISA events, actual or asserted invalidity of loan documentation, invalidity of subordination provisions of subordinated debt, certain changes of control of the Company, and the occurrence of certain regulatory events (including the entry of any stay, order, judgment, ruling or similar event related to the Company’s or any of its subsidiaries’ originating, holding, pledging, collecting or enforcing its eligible finance receivables that is material to the Company or any subsidiary) which remains unvacated, undischarged, unbonded or unstayed by appeal or otherwise for a period of 60 days from the date of its entry and is reasonably likely to cause a material adverse change.
The Company believes that cash flow from operations and borrowings under its revolving credit facility or other sources will be adequate to fund the expected cost of opening or acquiring new branches, including funding initial operating losses of new branches and funding loans receivable originated by those branches and the Company's other branches (for the next 12 months
36
and for the foreseeable future beyond that). Except as otherwise discussed in this report including, but not limited to, any discussions in Part 1, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K (as supplemented by any subsequent disclosures in information the Company files with or furnishes to the SEC from time to time), management is not currently aware of any trends, demands, commitments, events or uncertainties that it believes will or could result in, or are or could be reasonably likely to result in, any material adverse effect on the Company’s liquidity.
Share Repurchase Program
On February 24, 2022, the Board of Directors authorized the Company to repurchase up to $30.0 million of the Company’s outstanding common stock, inclusive of the amount that remained available for repurchase under prior repurchase authorizations. As of June 30, 2022 the Company had $1.1 million in aggregate remaining repurchase capacity under its current share repurchase program. The timing and actual number of shares repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements, available funds, alternative uses of capital, restrictions under the revolving credit agreement, and other market and economic conditions. The Company’s stock repurchase program may be suspended or discontinued at any time.
The Company continues to believe stock repurchases are a viable component of the Company’s long-term financial strategy and an excellent use of excess cash when the opportunity arises. Additional share repurchases can be made subject to compliance with, among other things, applicable restricted payment covenants under the revolving credit facility and the Notes. Our first priority is to ensure we have enough capital to fund loan growth. As of June 30, 2022, subject to further approval from our Board of Directors, we could repurchase approximately $14.2 million of shares under the terms of our debt facilities. To the extent we have excess capital, we may repurchase stock, if appropriate and as authorized by our Board of Directors. As of June 30, 2022, the Company's debt outstanding was $777.0 million, net of $4.4 million unamortized debt issuance costs related to the unsecured senior notes payable, and its shareholders' equity was $354.1 million resulting in a debt-to-equity ratio of 2.2:1.0. Management will continue to monitor the Company's debt-to-equity ratio and is committed to maintaining a debt level that will allow the Company to continue to execute its business objectives, while not putting undue stress on its consolidated balance sheet.
Inflation
The Company does not believe that inflation, within reasonably anticipated rates, will have a material, adverse effect on its financial condition. Although inflation would increase the Company’s operating costs in absolute terms, the Company expects that the same decrease in the value of money would result in an increase in the size of loans demanded by its customer base. It is reasonable to anticipate that such a change in customer preference would result in an increase in total loans receivable and an increase in absolute revenue to be generated from that larger amount of loans receivable. The Company believes that this increase in absolute revenue should offset any increase in operating costs. In addition, because the Company’s loans have a relatively short contractual term and average life, it is unlikely that loans made at any given point in time will be repaid with significantly inflated dollars.
Quarterly Information and Seasonality
See Note 3 to the unaudited Consolidated Financial Statements.
Recently Adopted Accounting Pronouncements
See Note 3 to the unaudited Consolidated Financial Statements.
Critical Accounting Policies
The Company’s accounting and reporting policies are in accordance with GAAP and conform to general practices within the finance company industry. Certain accounting policies involve significant judgment by the Company’s management, including the use of estimates and assumptions which affect the reported amounts of assets, liabilities, revenue, and expenses. As a result, changes in these estimates and assumptions could significantly affect the Company’s financial position and results of operations. The Company considers its policies regarding the allowance for credit losses, share-based compensation and income taxes to be its most critical accounting policies due to the significant degree of management judgment involved.
37
Allowance for Credit Losses
Accounting policies related to the allowance for credit losses are considered to be critical as these policies involve considerable subjective judgement and estimation by management. In the case of loans, the allowance for credit losses is a contra-asset valuation account, calculated in accordance with ASC 326 that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the allowance account represents management’s best estimate of current expected credit losses on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. Relevant available information includes historical credit loss experience, current conditions, and reasonable and supportable forecasts.
Share-Based Compensation
The Company measures compensation cost for share-based awards at fair value and recognizes compensation over the service period for awards expected to vest. The fair value of restricted stock is based on the number of shares granted and the quoted price of the Company’s common stock at the time of grant, and the fair value of stock options is determined using the Black-Scholes valuation model. The Black-Scholes model requires the input of highly subjective assumptions, including expected volatility, risk-free interest rate and expected life, changes to which can materially affect the fair value estimate. Actual results and future changes in estimates may differ substantially from the Company’s current estimates.
Income Taxes
Management uses certain assumptions and estimates in determining income taxes payable or refundable, deferred income tax liabilities and assets for events recognized differently in its financial statements and income tax returns, and income tax expense. Determining these amounts requires analysis of certain transactions and interpretation of tax laws and regulations. Management exercises considerable judgment in evaluating the amount and timing of recognition of the resulting income tax liabilities and assets. These judgments and estimates are re-evaluated on a periodic basis as regulatory and business factors change.
No assurance can be given that either the tax returns submitted by management or the income tax reported on the Consolidated Financial Statements will not be adjusted by either adverse rulings, changes in the tax code, or assessments made by the IRS, state, or foreign taxing authorities. The Company is subject to potential adverse adjustments, including but not limited to: an increase in the statutory federal or state income tax rates, the permanent non-deductibility of amounts currently considered deductible either now or in future periods, and the dependency on the generation of future taxable income in order to ultimately realize deferred income tax assets.
Under FASB ASC Topic 740, the Company will include the current and deferred tax impact of its tax positions in the financial statements when it is more likely than not (likelihood of greater than 50%) that such positions will be sustained by taxing authorities, with full knowledge of relevant information, based on the technical merits of the tax position. While the Company supports its tax positions by unambiguous tax law, prior experience with the taxing authority, and analysis of what it considers to be all relevant facts, circumstances and regulations, management must still rely on assumptions and estimates to determine the overall likelihood of success and proper quantification of a given tax position.
38
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
The Company’s outstanding debt under its revolving credit facility was $481.4 million at June 30, 2022. Interest on borrowing under this facility is based on the greater of 4.5% or one month SOFR plus .10% and an applicable margin of 3.5%. Based on the outstanding balance at June 30, 2022, a change of 1.0% in the interest rate would cause a change in interest expense of approximately $4.8 million on an annual basis.
Item 4. Controls and Procedures
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Based on management’s evaluation, with the participation of our CEO and CFO, as of the end of the period covered by this report, our CEO and CFO have concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
39
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Note 12 to the unaudited Consolidated Financial Statements included in this report for information regarding legal proceedings.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company's credit agreements contain certain limits on share repurchases. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources."
On February 24, 2022, the Board of Directors authorized the Company to repurchase up to $30.0 million of the Company’s outstanding common stock, inclusive of the amount that remained available for repurchase under prior repurchase authorizations. As of June 30, 2022 the Company had $1.1 million in aggregate remaining repurchase capacity under its current share repurchase program. The timing and actual number of shares repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements, available funds, alternative uses of capital, restrictions under the revolving credit agreement, and other market and economic conditions. The Company’s stock repurchase program may be suspended or discontinued at any time.
The repurchase authorization does not have a stated expiration date. The following table details purchases of the Company's common stock, if any, made by the Company during the three months ended June 30, 2022:
| (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(1) | ||||||||||||||||||||
| April 1 through April 30, 2022 | 56,394 | $ | 195.03 | 56,394 | $ | 4,437,003 | |||||||||||||||||
| May 1 through May 31, 2022 | 17,249 | 192.10 | 17,249 | 1,123,544 | |||||||||||||||||||
| June 1 through June 30, 2022 | — | — | — | 1,123,544 | |||||||||||||||||||
| Total for the quarter | 73,643 | $ | 194.34 | 73,643 | |||||||||||||||||||
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The exhibits listed in the accompanying exhibit index are filed as part of the Quarterly Report on Form 10-Q.
40
EXHIBIT INDEX
| Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference | |||||||||||||||||
| Form or Registration Number | Exhibit | Filing Date | ||||||||||||||||||
| 3.01 | S-8 | 3.1 | 07-29-03 | |||||||||||||||||
| 3.02 | 10-Q | 3.01 | 11-08-18 | |||||||||||||||||
| 3.03 | 8-K | 10.1 | 05-02-22 | |||||||||||||||||
| 3.04 | 8-K | 10.1 | 07-27-22 | |||||||||||||||||
| 31.01 | * | |||||||||||||||||||
| 31.02 | * | |||||||||||||||||||
| 32.01 | * | |||||||||||||||||||
| 32.02 | * | |||||||||||||||||||
| 101.01 | The following materials from the Company's Quarterly Report for the fiscal quarter ended June 30, 2022, formatted in Inline XBRL: | * | ||||||||||||||||||
| (i) | Consolidated Balance Sheets as of June 30, 2022 and March 31, 2022; | |||||||||||||||||||
| (ii) | Consolidated Statements of Operations for the three months ended June 30, 2022 and June 30, 2021; | |||||||||||||||||||
| (iii) | Consolidated Statements of Shareholders' Equity for the three months ended June 30, 2022 and June 30, 2021; | |||||||||||||||||||
| (iv) | Consolidated Statements of Cash Flows for the three months ended June 30, 2022 and June 30, 2021; and | |||||||||||||||||||
| (v) | Notes to the Consolidated Financial Statements. | |||||||||||||||||||
| 104.01 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||||||||||||||||
| * | Filed herewith. | ||||
| + | 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. | ||||
41
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WORLD ACCEPTANCE CORPORATION | |||||||||||
| By: /s/ Scott McIntyre | |||||||||||
| Scott McIntyre | |||||||||||
| Senior Vice President of Accounting | |||||||||||
| Signing on behalf of the registrant and as principal accounting officer | |||||||||||
| Date: | August 5, 2022 | ||||||||||
42
EXHIBIT 31.01
CERTIFICATION
I, R. Chad Prashad, certify that:
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 (the registrant's fourth fiscal quarter in the case of an annual report) 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: | August 5, 2022 | /s/ R. Chad Prashad | ||||||
| R. Chad Prashad | ||||||||
| President and Chief Executive Officer | ||||||||
EXHIBIT 31.02
CERTIFICATION
I, John L. Calmes, Jr., certify that:
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 (the registrant's fourth fiscal quarter in the case of an annual report) 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: | August 5, 2022 | /s/ John L. Calmes, Jr. | ||||||
| John L. Calmes, Jr. | ||||||||
| Executive Vice President and Chief Financial and Strategy Officer | ||||||||
EXHIBIT 32.01
CERTIFICATION OF PERIODIC REPORT
I, R. Chad Prashad, President and Chief Executive Officer of World Acceptance Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to my knowledge:
(1)the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2022, (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: | August 5, 2022 | /s/ R. Chad Prashad | ||||||
| R. Chad Prashad | ||||||||
| President and Chief Executive Officer | ||||||||
EXHIBIT 32.02
CERTIFICATION OF PERIODIC REPORT
I, John L. Calmes, Jr., Executive Vice President and Chief Financial and Strategy Officer of World Acceptance Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to my knowledge:
(1)the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2022, (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: | August 5, 2022 | /s/ John L. Calmes, Jr. | ||||||
| John L. Calmes, Jr. | ||||||||
| Executive Vice President and Chief Financial and Strategy Officer | ||||||||