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, 1998
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 11, 1998.
Common Stock, no par value 19,004,573
--------------------------- -----------------------
(Class) (Outstanding)
1
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE
Item 1. Consolidated Financial Statements (unaudited):
Consolidated Balance Sheets as of June 30,
1998 and March 31, 1998 3
Consolidated Statements of Operations for the
three months ended June 30, 1998 and June 30, 1997 4
Consolidated Statements of Shareholders' Equity for the
year ended March 31, 1998 and the three months ended
June 30, 1998 5
Consolidated Statements of Cash Flows for the
three months ended June 30, 1998 and June 30, 1997 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations for the three
months ended June 30, 1998 and June 30, 1997 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 15
2
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, March 31,
1998 1998
------------ --------------
ASSETS
Cash $ 770,044 1,212,611
Gross loans receivable 136,061,347 130,559,256
Less:
Unearned interest and fees (29,000,289) (27,173,845)
Allowance for loan losses (8,799,019) (8,444,563)
------------ ------------
Loans receivable, net 98,262,039 94,940,848
Property and equipment, net 6,394,570 6,424,757
Other assets, net 6,421,957 6,193,300
Intangible assets, net 9,322,058 9,610,394
------------ ------------
Total assets $121,170,668 118,381,910
============ ============
LIABILITIES & SHAREHOLDERS' EQUITY
Liabilities:
Senior notes payable 65,300,000 63,700,000
Other note payable 482,000 482,000
Income taxes payable 2,868,331 2,795,119
Accounts payable and accrued expenses 3,059,745 4,103,511
------------ -----------
Total liabilities 71,710,076 71,080,630
------------ ----------
Shareholders' equity:
Common stock, no par value - -
Additional paid-in capital 890,831 864,968
Retained earnings 48,569,761 46,436,312
----------- ----------
Total shareholders' equity 49,460,592 47,301,280
----------- -----------
$121,170,668 118,381,910
=========== ===========
See accompanying notes to consolidated financial statements.
3
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended
June 30,
----------------------
1998 1997
Revenues:
Interest and fee income $18,445,292 16,433,263
Insurance and other income 2,288,317 1,952,921
---------- ----------
Total revenues 20,733,609 18,386,184
---------- ----------
Expenses:
Provision for loan losses 2,359,669 2,098,206
----------- ----------
General and administrative expenses:
Personnel 9,018,177 7,969,360
Occupancy and equipment 1,494,788 1,420,299
Data processing 352,051 296,062
Advertising 891,024 712,482
Amortization of intangible assets 310,686 485,473
Other 1,858,082 1,740,113
--------- ---------
13,924,808 12,623,789
--------- ---------
Interest expense 1,215,683 1,181,476
--------- ---------
Total expenses 17,500,160 15,903,471
---------- ----------
Income before income taxes 3,233,449 2,482,713
Income taxes 1,100,000 832,000
------------- ---------
Net income and comprehensive income $ 2,133,449 1,650,713
========= =========
Net income per common share:
Basic $ .11 .09
======== ========
Diluted $ .11 .09
======== ========
Weighted average common equivalent shares outstanding:
Basic 19,003,122 18,938,320
========== ==========
Diluted 19,250,197 19,149,555
========== ==========
See accompanying notes to consolidated financial statements.
4
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
Additional
Paid-in Retained
Capital Earnings Total
------------ ---------- -------
Balances at March 31, 1997 $ 625,592 38,337,871 38,963,463
Proceeds from exercise of stock options
(62,000 shares), including tax benefit
of $58,543 239,376 - 239,376
Net income - 8,098,441 8,098,441
------- --------- ---------
Balances at March 31, 1998 864,968 46,436,312 47,301,280
Proceeds from exercise of stock options
(6,000 shares), including tax benefit
of $8,363 25,863 - 25,863
Net income - 2,133,449 2,133,449
------- --------- ---------
Balances at June 30, 1998 $ 890,831 48,569,761 49,460,592
======= ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
<S> <C>
Three months ended
June 30,
--------------------------
1998 1997
---------- ---------
Cash flows from operating activities:
Net income $2,133,449 1,650,713
Adjustments to reconcile net income
to net cash provided by operating activities:
Provision for loan losses 2,359,669 2,098,206
Amortization of intangible assets 310,686 485,473
Amortization of loan costs and discounts 27,521 26,210
Depreciation 333,839 354,622
Change in accounts:
Other assets, net (256,178) 70,290
Accounts payable and accrued expenses (1,043,766) (1,080,636)
Income taxes payable 81,575 (867,335)
-------- ---------
Net cash provided by operating activities 3,946,795 2,737,543
-------- ---------
Cash flows from investing activities:
Increase in loans, net (5,450,310) (2,965,062)
Net assets acquired from office acquisitions,
primarily loans (230,550) (307,264)
Purchases of premises and equipment (303,652) (501,450)
Purchases of intangible assets (22,350) (137,000)
-------- ---------
Net cash used by investing activities (6,006,862) (3,910,776)
-------- ---------
Cash flows from financing activities:
Proceeds from senior notes payable, net 1,600,000 1,900,000
Proceeds from exercise of stock options 17,500 37,917
-------- ---------
Net cash provided by financing activities 1,617,500 1,937,917
--------- ---------
Increase (decrease) in cash (442,567) 764,684
Cash, beginning of period 1,212,611 1,486,073
--------- ---------
Cash, end of period $ 770,044 2,250,757
======= =========
Supplemental disclosure of cash flow information:
Cash paid for interest expense $ 1,487,490 1,437,573
Cash paid for income taxes 1,018,425 1,699,335
Supplemental schedule of noncash financing activities:
Tax benefits from exercise of stock options 8,363 15,418
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The consolidated financial statements of the Company at June 30, 1998, 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, 1998, and the
results of operations and cash flows for the period then ended, have been
included. The results for the period ended June 30, 1998, are not necessarily
indicative of the results that may be expected for the full year or any other
interim period.
Certain reclassification entries have been made for fiscal 1998 to conform
with fiscal 1999 presentationThese reclassifications had no impact on
shareholders' equity or net income.
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, 1998, included in the Company's 1998 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>
<S> <C>
Three months ended June 30,
---------------------------
1998 1997
---- ----
Balance at beginning of period $ 8,444,563 6,283,459
Provision for loan losses 2,359,669 2,098,206
Loan losses (2,347,395) (2,217,202)
Recoveries 330,823 253,027
Allowance on acquired loans 11,359 16,044
--------- -----------
Balance at end of period $ 8,799,019 6,433,534
========= ===========
</TABLE>
NOTE 3 - PARADATA FINANCIAL SYSTEMS (PARADATA)
- ----------------------------------------------
The following statement of operations data for ParaData was included in the
Company's Consolidated Statement of Operations for the three-month periods
ending June 30, 1998 and 1997 (unaudited):
1998 1997
---------- --------
Sales and system support $601,899 407,369
Cost of sales 117,408 88,013
-------- -------
Net margin (included in other
income) 484,491 319,356
General and administrative expenses
Personnel 293,967 215,860
Occupancy and equipment 28,996 66,261
Advertising 3,156 250
Amortization of intangibles - 7,189
Other 48,798 39,770
------ ------
374,917 329,330
------ ------
Net income (loss) before taxes $109,574 (9,974)
======== ======
7
<PAGE>
NOTE 4 - ADOPTION OF FINANCIAL ACCOUNTING STANDARDS BOARD'S (FASB) STATEMENT
- -----------------------------------------------------------------------------
OF FINANCIAL ACCOUNTING STANDARDS (SFAS) NO. 130
- ------------------------------------------------
In June 1997, the FASB issued SFAS No. 130. Reporting Comprehensive Income
(Statement 130). Statement 130 establishes standards for reporting and display
of comprehensive income and its components in a full set of general purpose
financial statements. Enterprises are required to classify items of "other
comprehensive income" by their nature in the financial statement and display the
balance of other comprehensive income separately in the equity section of a
statement of financial position. The Company adopted Statement 130 effective
April 1, 1998, and no adjustments were necessary.
8
<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):
Three months
ended June 30,
---------------
1998 1997
------ ------
(Dollars in thousands)
Average gross loans receivable (1) $133,009 114,347
Average loans receivable (2) 103,974 89,072
Expenses as a % of total revenue:
Provision for loan losses 11.4% 11.4%
General and administrative 67.2% 68.7%
Total interest expense 5.9% 6.4%
Operating margin (3) 21.5% 19.9%
Return on average assets (annualized) 7.1% 6.3%
Offices opened or acquired, net 6 13
Total offices (at period end) 366 349
- -------------
(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, 1998, Versus
- ------------------------------------------------------
Three Months Ended June 30, 1997
- --------------------------------
Net income amounted to $2,133,000 for the three months ended June 30, 1998, a
29.2% increase over the $1,651,000 earned during the corresponding three-month
period of the previous year. This increase resulted from an increase in
operating income (revenues less provision for loan losses and general and
administrative expenses) of approximately $785,000, or 21.4%. This increase was
partially offset by increases in interest expense and income taxes.
9
<PAGE>
WORLD ACCEPTANCE CORPORATION
MANAGEMENTS' DISCUSSION AND ANALYSIS, CONTINUED
-----------------------------------------------
Comparison of Three Months Ended June 30, 1998, Versus
- ------------------------------------------------------
Three Months Ended June 30, 1997, continued
- -------------------------------------------
Interest and fee income for the quarter ended June 30, 1998, increased by
$2,012,000, or 12.2%, over the same period of the prior year. This increase
resulted from a $14.9 million increase, or 16.7%, in average loans receivable
over the two corresponding periods.
Insurance commissions and other income increased by $335,000, or 17.2%, over
the two quarters. This increase resulted primarily from an increase of $165,000
in revenues from the Company's ParaData subsidiary, together with an increase of
approximately $278,000 in gross profit from sales of merchandise in the
Company's World Class Buying Club program.
Total revenues rose to $20.7 million during the quarter ended June 30, 1998,
a 12.8% increase over the $18.4 million for the corresponding quarter of the
previous year. Revenues from the 336 offices open throughout both quarters
increased by approximately 4.1%, primarily due to increased balances of loans
receivable in those offices. At June 30, 1998, the Company had 366 offices in
operation, an increase of 6 offices from March 31, 1998.
The provision for loan losses during the quarter ended June 30, 1998
increased by $261,000, or 12.5%, 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 5.6% at June 30, 1997
to 6.5% at June 30, 1998. Net charge-offs for the current quarter amounted to
$2,017,000, a 2.7% increase over the $1,964,000 charged off during the same
quarter of fiscal 1998. However, annualized net charge-offs as a percentage of
average loans showed a decrease from the corresponding quarter of the prior
fiscal year for the third consecutive quarter and declined to 7.8% for the
current quarter compared to 8.8% for the three months ended June 30, 1997. The
continuing improvement in the Company's charge-off ratios has greatly
contributed to the Company's enhanced earnings during the past two quarters.
There can be no assurance that this trend will continue. Effective with the
beginning of the current fiscal year, the Company changed its method of
accounting for charge-offs to a net of unearned income basis. Prior to April 1,
1998, all loans were charged-off for the gross amount with any remaining
unearned income recognized as interest and fee income. There is no net income
effect of the change, but a reclassification between the provision for loan
losses and interest and fee income has been made. All prior year numbers have
been restated to reflect the change making the corresponding numbers comparable.
General and administrative expenses for the quarter ended June 30, 1998,
increased by $1,301,000, or 10.3%, over the same quarter of fiscal 1998. This
increase resulted from the additional general and administrative expenses
associated with the 17 net new offices opened or acquired between June 30, 1997
and 1998, offset partially by a decrease in intangible amortization when
comparing the two quarterly periods. Overall, general and administrative
expenses, when divided by average open offices, increased by approximately 4.7%
when comparing the two periods; and, as a percentage of total revenue, decreased
from 68.7% during the prior year quarter to 67.2% during the most recent
quarter.
Interest expense increased by $34,000, or 2.9%, primarily as a result of the
additional debt incurred to fund the increase in loans receivable during the
prior year.
The Company's effective income tax rate increased to 34.0% during the current
quarter compared to 33.5% during the same quarter of the prior year. The current
34.0% reflects the estimated annualized rate for fiscal 1999.
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 (including acquisitions) and the repayment
of existing debt.
The Company has a $65.0 million revolving credit agreement, $8.0 million of
senior term notes, and $10.0 million of subordinated notes.
The revolving credit facility expires on September 30, 1999, and bears
interest, at the Company's option, at the agent's prime rate or LIBOR plus
1.60%. At June 30, 1998, the interest rate under the facility was 7.37%, and the
Company's outstanding balance was $47.3 million, leaving $17.7 million in
borrowing availability under existing borrowing base limitations (based on
eligible loans receivable).
10
<PAGE>
WORLD ACCEPTANCE CORPORATION
MANAGEMENTS' DISCUSSION AND ANALYSIS, CONTINUED
-----------------------------------------------
The senior 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, 1998).
The subordinated notes provide for interest payments to be made quarterly at
a fixed rate of 10.0%. Annual principal payments of $2.0 million will be due
beginning June 1, 1999, with a final maturity date of June 1, 2004.
Borrowings under the revolving credit agreement, the senior term notes, and
the subordinated 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.
The Company believes that cash flow from operations and borrowings under its
revolving credit facility will be adequate to fund the continuing growth of the
Company's loan portfolio, 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 nine 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 partially offset the effect of
inflationary increases in operating costs.
Quarterly Information and 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.
11
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Company and several of its subsidiaries are named as co-defendants
with a number of other finance companies, jewelry and furniture
retailers, and insurance companies in a purported nationwide class
action that has been consolidated with similar lawsuits in the 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 Act and RICO
violations. The complaint is seeking certification 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,
the discovery process is largely completed, and the court is considering
the plaintiffs' motion for class certification and motion for partial
summary judgment on the Truth-in-Lending Act claims. 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 have 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 the Company's future
earnings could be affected. The Company disputes the allegations made in
the complaint, and intends to continue to defend itself vigorously.
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 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 the Company and other consumer
finance defendants collected excess finance charges in connection with
refinancing certain consumer finance 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 is proceeding. 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 existence in Oklahoma since 1969. 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. The Company intends to
defend this action vigorously.
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.
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.
Item 2. Changes in Securities
---------------------
The Company's credit agreements contain certain restrictions on the
payment of cash dividends on its capital stock.
12
<PAGE>
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
PART II. OTHER INFORMATION, CONTINUED
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
<TABLE>
<CAPTION>
<S> <C>
Previous Company
Exhibit Exhibit Registration
Number Description Number No. or Report
- -------------------------------------------------------------------------------------
3.1 Second Amended and Restated Articles of Incorporation
of the Company 3.1 1992 10-K
3.2 First Amendment to Second Amended and Restated
Articles of Incorporation 3.2 1995 10-K
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
(as amended)
4.3 Article II, Section 9 of the Company's Second Amended 3.2 1995 10-K
and Restated Bylaws
4.4 Amended and restated Revolving Credit Agreements, 4.4 9-30-97 10-Q
dated as of June 30, 1997, between Harris Trust and
Savings Bank, the Banks signatory thereto from time
to time and the Company
4.5 Amended and Restated Note Agreements, dated as of 4.5 9-30-97 10-Q
June 30, 1997, between Jefferson-Pilot Life
Insurance Company and the Company
4.6# Amended and Restated Note Agreement, dated as of 4.6 9-30-97 10-Q
June 30, 1997, between Principal Mutual Life
Insurance Company and the Company
4.7 Note Agreement, dated as of June 30, 1997, between 4.7 9-30-97 10-Q
Principal Mutual Life Insurance Company and the
Company re: 10% Senior Subordinated Secured Notes
4.8 Amended and Restated Security Agreement, Pledge 4.8 9-30-97 10-Q
and Indenture of Trust, dated as of June 30, 1997,
between the Company and Harris Trust and
Savings Bank, as Security Trustee
10.1 Employment Agreement of Charles D. Walters, 10.1 1994 10-K
effective April 1, 1994
10.2 Employment Agreement of A. Alexander McLean, III, 10.2 1994 10-K
effective April 1, 1994
10.3 Employment Agreement of R. Harold Owens, 10.3 1995 10-K
effective June 26, 1995
10.4 Securityholders' Agreement, dated as of 10.5 33-42879
September 19, 1991, between the Company and certain
of its securityholders
13
<PAGE>
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 10.9 1996 10-K
Executive Strategic Incentive Plan
27 Financial Data Schedules (for SEC purposes only)
# Omitted from filing - substantially identical to immediately preceding
exhibits, except for the parties thereto and the principal amount involved.
(b) Reports on Form 8-K.
There were no reports filed on Form 8-K during the quarter ended June 30,
1998.
</TABLE>
14
<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 11, 1998
/s/ C. D. Walters
----------------------------------------
C. D. Walters, Chairman, and
Chief Executive Officer
Dated: August 11, 1998 /s/ A. A. McLean III
----------------------------------------
A. A. McLean III, Executive Vice
President and Chief Financial Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS 12-MOS
<FISCAL-YEAR-END> MAR-31-1998 MAR-31-1998 MAR-31-1998 MAR-31-1998
<PERIOD-START> APR-01-1997 APR-01-1997 APR-01-1997 APR-01-1997
<PERIOD-END> JUN-30-1997 SEP-30-1997 DEC-31-1997 MAR-31-1998
<CASH> 2,251 2,283 1,302 1,213
<SECURITIES> 0 0 0 0
<RECEIVABLES> 90,864 98,819 111,649 103,385
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