<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT of 1934
For the transition period from to
Commission File Number: 0-19599
WORLD ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter.)
South Carolina 57-0425114
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
108 Frederick Street
Greenville, South Carolina 29607
(Address of principal executive offices)
(Zip Code)
(864) 298-9800
(registrant's telephone number, including area code)
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.
X Yes No
Indicate the number of shares outstanding of each of issuer's classes of common
stock, as of the latest practicable date, August 12, 1996.
Common Stock, no par value 18,949,573
(Class) (Outstanding)
1
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
PAGE
<S> <C>
Item 1. Consolidated Financial Statements (unaudited):
Consolidated Balance Sheets as of June 30,
1997 and March 31, 1997 3
Consolidated Statements of Operations for the
three months ended June 30, 1997 and June 30, 1996 4
Consolidated Statements of Shareholders' Equity for the year ended
March 31, 1997 and the three months ended
June 30, 1997 5
Consolidated Statements of Cash Flows for the
three months ended June 30, 1997 and June 30, 1996 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations for the three months
ended June 30, 1997 and June 30, 1996
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 14
</TABLE>
2
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, March 31,
1997 1997
ASSETS
<S> <C> <C>
Cash $ 2,250,757 1,486,073
Gross loans receivable 115,916,435 113,439,027
Less:
Unearned interest and fees (25,052,407) (23,899,194)
Allowance for loan losses (6,433,534) (6,283,459)
------------ -------------
Loans receivable, net 84,430,494 83,256,374
Property and equipment, net 6,248,953 6,102,125
Other assets, net 2,105,257 2,201,757
Intangible assets, net 8,768,560 9,117,033
------------ -------------
$ 103,804,021 102,163,362
============ =============
LIABILITIES & SHAREHOLDERS' EQUITY
Liabilities:
Senior notes payable 60,100,000 58,200,000
Other note payable 482,000 482,000
Accounts payable and accrued expenses 2,554,510 4,517,899
------------ -------------
Total liabilities 63,136,510 63,199,899
------------ -------------
Shareholders' equity:
Common stock, no par value - -
Additional paid-in capital 678,927 625,592
Retained earnings 39,988,584 38,337,871
------------ -------------
Total shareholders' equity 40,667,511 38,963,463
------------ -------------
$ 103,804,021 102,163,362
============ =============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
June 30,
1997 1996
<S> <C> <C>
Revenues:
Interest and fee income $ 17,030,710 15,298,781
Insurance and other income 1,952,921 2,007,685
------------ ------------
Total revenues 18,983,631 17,306,466
------------ ------------
Expenses:
Provision for loan losses 2,695,653 2,245,665
------------ ------------
General and administrative expenses:
Personnel 7,969,360 6,805,986
Occupancy and equipment 1,420,299 1,207,608
Data processing 296,062 261,065
Advertising 712,482 588,236
Amortization of intangible assets 485,473 693,443
Other 1,740,113 1,450,998
------------ ------------
12,623,789 11,007,336
Interest expense 1,181,476 879,524
----------- ------------
Total expenses 16,500,918 14,132,525
------------ ------------
Income before income taxes 2,482,713 3,173,941
Income taxes 832,000 1,110,000
-------------- --------------
Net income $ 1,650,713 2,063,941
============ ============
Net income per common share:
Primary $ ,09 .10
============ ============
Fully diluted $ .09 .10
============ ============
Weighted average common equivalent shares outstanding:
Primary 19,149,555 20,812,243
============ ============
Fully diluted 19,182,297 20,812,243
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Additional
Paid-in Retained
Capital Earnings Total
<S> <C> <C> <C>
Balances at March 31, 1996 $ 14,625,136 30,254,532 44,879,668
Proceeds from exercise of stock options (60,000 shares),
including tax benefit of $66,469 259,294 - 259,294
Common stock repurchases (1,810,000 shares) (14,258,838) (14,258,838)
Net income - 8,083,339 8,083,339
----------- ----------- -----------
Balances at March 31, 1997 $ 625,592 38,337,871 38,963,463
Proceeds from exercise of stock options (13,000 shares),
including tax benefit of $15,418 53,335 - 53,335
Net income - 1,650,713 1,650,713
----------- ----------- -----------
Balances at June 30, 1997 $ 678,927 39,988,584 40,667,511
=========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
June 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,650,713 2,063,941
Adjustments to reconcile net income
to net cash provided by operating activities:
Provision for loan losses 2,695,653 2,245,665
Amortization of intangible assets 485,473 693,443
Amortization of loan costs and discounts 26,210 8,210
Depreciation 354,622 315,190
Change in accounts:
Other assets, net 70,290 (561,300)
Accounts payable and accrued expenses (1,947,971) (838,061)
------------ ------------
Net cash provided by operating activities 3,334,990 3,927,088
----------- -----------
Cash flows from investing activities:
Increase in loans, net (3,562,509) (4,257,382)
Net assets acquired from office acquisitions,
primarily loans (307,264) (438,920)
Purchases of premises and equipment (501,450) (797,790)
Purchases of intangible assets (137,000) (398,334)
Repurchase of common stock - (7,051,910)
----------- ------------
Net cash used by investing activities (4,508,223) (12,944,336)
----------- -----------
Cash flows from financing activities:
Proceeds from senior notes payable, net 1,900,000 8,750,000
Proceeds from exercise of stock options 37,917 4,380
----------- -----------
Net cash provided by financing activities 1,937,917 8,754,380
----------- -----------
Increase (decrease) in cash 764,684 (262,868)
Cash, beginning of period 1,486,073 1,693,747
----------- -----------
Cash, end of period $ 2,250,757 1,430,879
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for interest expense $ 1,463,783 1,163,961
Cash paid for income taxes 1,699,335 1,490,618
Supplemental schedule of noncash financing activities:
Tax benefits from exercise of stock options 15,418 3,451
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of the Company at June 30, 1997, and
for the period 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, 1997, and the
results of operations and cash flows for the period then ended, have been
included. The results for the period ended June 30, 1997, are not necessarily
indicative of the results that may be expected for the full year or any other
interim period.
These consolidated financial statements do not include all disclosures
required by generally accepted accounting principles and should be read in
conjunction with the Company's audited financial statements and related notes
for the year ended March 31, 1997, included in the Company's 1997 Annual Report
to Shareholders.
NOTE 2 - ALLOWANCE FOR LOAN LOSSES
The following is a summary of the changes in the allowance for loan losses
for the periods indicated (unaudited):
<TABLE>
<CAPTION>
Three months ended June 30,
1997 1996
<S> <C> <C>
Balance at beginning of period $ 6,283,459 5,006,703
Provision for loan losses 2,695,653 2,245,665
Loan losses (2,814,649) (2,235,375)
Recoveries 253,027 189,124
Allowance on acquired loans 16,044 24,054
----------- ----------
Balance at end of period $ 6,433,534 5,230,171
=========== =========
</TABLE>
NOTE 3 - PARADATA FINANCIAL SYSTEMS (PARADATA)
On April 7, 1993, the Company completed the purchase of substantially all
of the assets of ParaData. ParaData has developed and markets a proprietary data
processing software package for use in the finance industry. The Company
converted its consumer finance offices to this system in the fourth quarter of
fiscal 1994.
The following statement of operations data for ParaData was included in the
Consolidated Statement of Operations for the three-month periods ending June 30,
1997 and 1996 (unaudited):
<TABLE>
<CAPTION>
1997 1996
--------- -------
<S> <C> <C>
Sales and system support $ 407,369 506,099
Cost of sales 88,013 126,672
--------- -------
Net margin (included in other income) 319,356 379,427
General and administrative expenses
Personnel 215,860 275,588
Occupancy and equipment 66,261 65,735
Advertising 250 4,071
Amortization of intangibles 7,189 7,189
Other 39,770 49,277
--------- ---------
329,330 401,860
Interest expense - -
--------- ------
Net loss before taxes $ 9,974 22,433
========= =========
</TABLE>
7
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The following table sets forth certain information derived from the
Company's consolidated statements of operations and balance sheets, as well as
operating data and ratios, for the periods indicated (unaudited):
<TABLE>
<CAPTION>
Three months
ended June 30,
1997 1996
(Dollars in thousands)
<S> <C> <C> <C>
Average gross loans receivable (1) $ 114,347 101,681
Average loans receivable (2) 89,072 80,144
Expenses as a % of total revenue:
Provision for loan losses 14.2% 13.0%
General and administrative 66.5% 63.6%
Total interest expense 6.2% 5.1%
Operating margin (3) 19.3% 23.4%
Return on average assets (annualized) 6.4% 9.1%
Offices opened or acquired, net 13 14
Total offices (at period end) 349 296
</TABLE>
(1) Average gross loans receivable have been determined by averaging month-end
gross loans receivable over the indicated period.
(2) Average loans receivable have been determined by averaging month-end gross
loans receivable less unearned interest and deferred fees over the
indicated period.
(3) Operating margin is computed as total revenues less provision for loan
losses and general and administrative expenses, as a percentage of total
revenue.
Comparison of Three Months Ended June 30, 1997, Versus
Three Months Ended June 30, 1996
Net income amounted to $1,651,000 for the three months ended June 30, 1997,
a 20.0% decrease from the $2,064,000 earned during the corresponding three-month
period of the previous year. This decrease resulted from a decrease in operating
income (revenues less provision for loan losses and general and administrative
expenses) of approximately $389,000, or 9.6%, and an increase in interest
expense of approximately $302,000. These reductions were partially offset by a
decrease in income tax expense.
8
<PAGE>
WORLD ACCEPTANCE CORPORATION
MANAGEMENTS' DISCUSSION AND ANALYSIS, CONTINUED
Comparison of Three Months Ended June 30, 1997, Versus
Three Months Ended June 30, 1996, continued
Interest and fee income for the quarter ended June 30, 1997, increased by
$1,732,000, or 11.3%, over the same period of the prior year. This increase
resulted from an $8.9 million, or 11.1%, increase in average loans receivable
over the two corresponding periods.
Insurance commissions and other income decreased by $55,000, or 2.7%, over
the two quarters. This decrease is due to a decrease in loan volume in those
states where credit insurance products may be marketed.
Total revenues amounted to $19.0 million during the quarter ended June 30,
1997, representing a 9.7% increase over the $17.3 million for the corresponding
quarter of the previous year. Revenues from the 275 offices open throughout both
quarters decreased by approximately 4.1%, primarily due to reduced balances of
loans receivable in those offices. At June 30, 1997, the Company had 349 offices
in operation, an increase of 13 offices from March 31, 1997.
The provision for loan losses during the quarter ended June 30, 1997
increased by $450,000, or 20.0%, from the same quarter last year. This increase
resulted from a combination of increases in both the general allowance for loan
losses and the amount of loans charged off. As a percentage of gross loans
outstanding, the allowance for loan losses increased from 5.0% at June 30, 1996
to 5.6% at June 30, 1997. Net charge-offs for the current quarter amounted to
$2,562,000, a 25.2% increase over the $2,046,000 charged off during the same
quarter of fiscal 1997, and annualized net charge-offs as a percentage of
average loans increased to 11.5% for the current quarter from 10.2% for the
previous year quarter. While these percentages represent an increase over the
corresponding quarterly periods, the current quarters charge-offs reflect
improvement over the two prior quarters. However, until delinquencies and
charge-offs return to historical levels, the results of operations of the
Company's small loan business will continue to be negatively affected.
General and administrative expenses for the quarter ended June 30, 1997,
increased by $1,616,000, or 14.7%, over the same quarter of fiscal 1997. This
increase resulted from the additional general and administrative expenses
associated with the 53 new offices opened or acquired between June 30, 1996, and
1997. Overall, general and administrative expenses, when divided by average open
offices, decreased by approximately 3.5% when comparing the two quarterly
periods; and, as a percentage of total revenue, increased from 63.6% during the
prior year quarter to 66.5% during the most recent quarter.
Interest expense increased by $302,000, or 34.3%, primarily as a result of
the additional debt incurred to fund the stock repurchase program during the
prior year.
The Company's effective income tax rate decreased to 33.5% during the
current quarter compared to 35.0% during the same quarter of the prior year. The
current 33.5% reflects a more accurate annualized rate than the prior year
quarter. The actual tax rate for fiscal 1997 was 32.8%.
Liquidity and Capital Resources
The Company's primary sources of funds are cash flow from operations and
borrowings under its revolving credit agreement. The Company's primary ongoing
cash requirements are funding the opening and operation of new offices, funding
overall growth of loans outstanding and the repayment of existing debt.
9
<PAGE>
WORLD ACCEPTANCE CORPORATION
MANAGEMENTS' DISCUSSION AND ANALYSIS, CONTINUED
The Company has a $50.0 million revolving credit agreement and $12.0
million of senior term notes outstanding with institutional lenders. The term
notes provide for interest payments to be made semi-annually at a fixed rate of
8.5% with annual principal payments of $4.0 million to be made each year (the
next payment being due on December 1, 1997). The revolving credit facility
expires on November 30, 1998, and bears interest, at the Company's option, at
the agent's prime rate or LIBOR plus 1.60%. At June 30, 1997, the interest rate
under the revolving credit facility was 8.50%, and the Company's outstanding
balance under this facility was $48.1 million, leaving $1.9 million in borrowing
availability under existing borrowing base limitations, which are based on
eligible loans receivable. Borrowings under the revolving credit agreement and
the term notes are secured by a lien on substantially all the tangible and
intangible assets of the Company and its subsidiaries pursuant to various
security agreements.
On July 3, 1997, through a private placement transaction, the Company
issued $10 million of 10% subordinated notes. These notes mature on June 1,
2004, and have 5 annual installments of $2 million each beginning June 1, 2000.
Simultaneously, with the issuance of these notes, the Company added an
additional bank to its revolving credit facility and increased availability
under that facility by an additional $15 million. The expiration date of this
facility was also extended to September 30, 1999, at the same time.
The Company believes that the cash flow from operations and borrowings
under its revolving credit facility will be adequate to fund the principal
payments due under the term notes and fund the expected cost of opening and
operating new offices, including funding initial operating losses of new offices
and loans receivable originated by those offices and the Company's other
offices.
Inflation
The Company does not believe that inflation has a material adverse effect
on its financial condition or results of operations. The primary impact of
inflation on the operations of the Company is reflected in increased operating
costs. While increases in operating costs would adversely affect the Company's
operations, the consumer lending laws of three of the six states in which the
Company currently operates allow indexing of maximum loan amounts to the
Consumer Price Index. These provisions will allow the Company to make larger
loans at existing interest rates, which could offset the effect of inflationary
increases in operating costs.
Seasonality
The Company's loan volume and corresponding loans receivable follow
seasonal trends. The Company's highest loan demand occurs each year from October
through December, its third fiscal quarter. Loan demand is generally the lowest
and loan repayment is highest from January to March, its fourth fiscal quarter.
Loan volume and average balances remain relatively level during the remainder of
the year. This seasonal trend causes fluctuations in the Company's cash needs
and quarterly operating performance through corresponding fluctuations in
interest and fee income and insurance commissions earned, since unearned
interest and insurance income are accreted to income on a collection method.
Consequently, operating results for the Company's third fiscal quarter are
significantly lower than in other quarters and operating results for its fourth
fiscal quarter are generally higher than in other quarters.
10
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its Georgia subsidiary are named as co-defendants
with a number of other finance companies, jewelry and furniture
retailers, and insurance companies in a consolidated action,
currently pending in U.S. District Court in Alabama under the caption
In re Consolidated "Non-filing Insurance" Fee Litigation
(Multidistrict Litigation Docket No. 1130, U. S. District Court,
Middle District of Alabama, Northern Division). The consolidated
action involves the defendants' non-file insurance practices. The
complaint alleges, among other things, that the defendants' non-file
insurance coverages do not constitute true insurance, and that the
defendants' practices with respect to non-file insurance constitute
alleged federal truth-in-lending, RICO and antitrust violations. The
complaint has been certified as a nationwide class action and seeks
to recover money damages and injunctive relief. The complaint was
filed on April 18, 1995, the Company has filed an answer and the
parties are in the discovery process. The Company has been advised
that certain of the defendants in the case have agreed to settle the
claims made against them by paying money damages to the plaintiffs.
The Company has also been advised that certain of the settling
defendants' has agreed to change their non-file insurance practices.
If the Company's non-file insurance practices are found to be
improper, the Company could be required to refund non-file insurance
fees, pay other significant damages to the plaintiffs, and change its
non-file insurance practices going forward, and, as a result, the
Company could experience a reduction in future income.
The Company has been named as a defendant in an action, Turner v.
World Acceptance Corp. pending in District Court for the Fourteenth
Judicial District, Tulsa County, Oklahoma (No. CJ-97-1921). The
action was commenced against the company on May 20, 1997, names
numerous other consumer finance companies as defendants, and seeks
certification as a statewide class action. The action alleges that
World and other consumer finance defendants collected excess finance
charges in connection with refinancing certain consumer loans in
Oklahoma and seeks money damages and an injunction against further
collection of such charges. The Company has filed an answer in the
action denying liability, and discovery has not commenced. The
plaintiff's claim is based on a recent opinion of the Oklahoma
Attorney General interpreting a provision of the Oklahoma Consumer
Credit Code with respect to the permitted amount of certain loan
refinance charges in a manner contrary to prior regulatory practice
in Oklahoma. Enforcement of the Oklahoma Attorney General's opinion
has been enjoined, and such action is currently pending before the
Oklahoma Supreme Court. In addition, the State of Oklahoma has
recently enacted legislation to clarify the interpretation of the
disputed provision of the Oklahoma Consumer Credit Code consistent
with prior regulatory practice. World intends to vigorously defend
this action.
From time to time the Company is involved in other routine litigation
relating to claims arising out of its operations in the normal course
of business. The Company believes that it is not presently a party to
any such other pending legal proceedings that would have a material
adverse effect on its financial condition.
Management's statement of expectation with respect to litigation may
be deemed a forward-looking statement, within the meaning of Section
21E of the Securities Exchange Act of 1934 (the "Exchange Act"), and
no assurance can be given that management's expectation will prove
correct, as such expectation is subject to certain risks,
uncertaintities and assumptions based on the preliminary nature of
the actions and the vagaries of litigation generally. Should one or
more of these risks materialize or should underlying assumptions
prove incorrect, the actual outcome of this litigation could differ
materially from management's expectation.
Item 2. Changes in Securities
None. The Company's credit agreements contain certain restrictions on
the payment of cash dividends on its capital stock.
11
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
PART II. OTHER INFORMATION, CONTINUED
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
Previous Company
Exhibit Exhibit Registration
Number Description Number No. or Report
<S> <C> <C> <C>
3.1 Second Amended and Restated Articles of Incorporation of the 3.1 1992 10-K
Company
3.2 First Amendment to Second Amended and Restated Articles 3.2 1995 10-K
of Incorporation
3.3 Amended Bylaws of the Company 3.4 33-42879
4.1 Specimen Share Certificate 4.1 33-42879
4.2 Articles 3, 4 and 5 of the Form of Company's Second 3.1, 3.2 1995 10-K
Amended and Restated Articles of Incorporation
4.3 Article II, Section 9 of the Company's Second Amended 3.2 1995 10-K
and Restated Bylaws
4.4 Revolving Credit Agreement, dated as of December 1, 1992, 4.6 33-61524
between Harris Trust and Savings Bank, the Banks signatory
thereto from time to time and the Company
4.5 First Amendment re: Note Agreements, Revolving Credit 4.5 1994 10-K
Agreement and Security Agreement, Pledge and Indenture of Trust,
dated as of April 2, 1993, between the Company and the Banks
signatory thereto
4.6 Second Amendment to Revolving Credit Agreement, dated as 4.6 1994 10-K
of September 1, 1993, between the Company and the Banks
signatory thereto
4.7 Third Amendment to Credit Agreement/Second Amendment to 4.7 1995 10-K
Revolving Credit Notes, dated as of November 1, 1994, between
the Company and the Banks signatory thereto
4.8 Third (sic) Amendment to Credit Agreement, dated as of March 4.8 1995 10-K
13, 1995, between the Company and the Banks signatory thereto
4.9 Fifth Amendment to Credit Agreement, dated as of June 30, 1995 4.9 1996 10-K
4.10 Sixth Amendment to Credit Agreement, dated as of September 4.10 1996 10-K
1, 1995
4.11 Seventh Amendment to Credit Agreement, dated as of November 4.11 1996 10-K
1, 1995
4.12 Eighth Amendment to Credit Agreement, dated as of June 4.12 1996 10-K
1, 1996
4.13 Ninth Amendment to Credit Agreement, dated as of December 4.13 1997 10-K
2, 1996
4.14 Tenth Amendment to Credit Agreement, dated as of March 4.14 1997 10-K
31, 1997
12
<PAGE>
4.15 Term Note Agreement, dated as of December 1, 1992, between 4.7 33-61524
Jefferson-Pilot Life Insurance Company and the Company
4.16# Term Note Agreement, dated as of December 1, 1992, between NA NA
Principal Mutual Life Insurance Company and the Company
4.17 First Amendment to Note Agreements, dated November 1, 1994, 4.11 1995 10-K
between Principal Mutual Life Insurance Company, Jefferson-
Pilot Life Insurance Company and the Company
4.18 Third Amendment to Note Agreements, dated June 30, 1995, 4.18 1997 10-K
among the Company and Principal Mutual Life Insurance
Company and Jefferson Pilot Life Insurance Company
4.19 Security Agreement, Pledge and Indenture of Trust, dated as 4.9 33-61524
of December 1, 1992, between the Company and Harris Trust
and Savings Bank, as Security Trust
4.20 Second Amendment to Security Agreement, Pledge and Indenture 4.10 1994 10-K
of Trust, dated as of September 1, 1993, between the Company
and Harris Trust and Savings Bank, as Security Trustee
4.21 Third Amendment to Security Agreement, Pledge and Indenture 4.18 1996 10-K
of Trust, dated as of June 30, 1995
4.22 Fourth Amendment to Security Agreement, Pledge and Indenture 4.19 1996 10-K
of Trust, dated as of November 1, 1995
4.23 Fifth Amendment to Security Agreement, Pledge and Indenture 4.20 1996 10-K
of Trust, dated as of June 1, 1996
4.24 Sixth Amendment to Security Agreement, Pledge and Indenture 4.24 1997 10-K
of Trust, dated as of December 2, 1996
10.1+ Employment Agreement of Charles D. Walters, effective April 1, 10.1 1994 10-K
1994
10.2+ Employment Agreement of A. Alexander McLean, III, effective 10.2 1994 10-K
April 1, 1994
10.3+ Employment Agreement of R. Harold Owens, effective June 26, 10.3 1995 10-K
1995
10.4 Securityholders' Agreement, dated as of September 19, 1991, 10.5 33-42879
between the Company and certain of its securityholders
10.5+ 1992 Stock Option Plan of the Company 4 33-52166
10.6+ 1994 Stock Option Plan of the Company, as amended 10.6 1995 10-K
10.7+ The Company's Executive Incentive Plan 10.6 1994 10-K
10.8+ The Company's Executive Strategic Incentive Plan 10.8 1995 10-K
10.9+ Amendment No. 1, dated as of April 1, 1996, to the Executive 10.9 1996 10-K
Strategic Incentive Plan
</TABLE>
# Omitted from filing -- substantially identical to immediately preceding
exhibits, except for the parties thereto and the principal amount involved.
+ Management contract or other compensatory plan required to be filed under Item
14(c) of this report and Item 601 of Regulation S-K.
(b) Reports on Form 8-K.
There were no reports filed on Form 8-K during the quarter ended June 30,
1996.
13
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
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
Dated: August 12, 1997 /s/ C. D. Walters
---------------------
C. D. Walters, Chairman, and
Chief Executive Officer
Dated: August 12, 1997 /s/ A. A. McLean III
------------------------
A. A. McLean III, Executive Vice President
and Chief Financial Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,251
<SECURITIES> 0
<RECEIVABLES> 90,864
<ALLOWANCES> 6,434
<INVENTORY> 0
<CURRENT-ASSETS> 86,681
<PP&E> 6,249
<DEPRECIATION> 0
<TOTAL-ASSETS> 103,804
<CURRENT-LIABILITIES> 2,554
<BONDS> 60,582
0
0
<COMMON> 40,668
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 103,804
<SALES> 0
<TOTAL-REVENUES> 18,984
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,624
<LOSS-PROVISION> 2,696
<INTEREST-EXPENSE> 1,181
<INCOME-PRETAX> 2,483
<INCOME-TAX> 832
<INCOME-CONTINUING> 1,651
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,651
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
