<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
------------ ------------
Commission file number 0-21814
REGIONAL ACCEPTANCE CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1240678
-------------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3004 S. Memorial Drive, Greenville, North Carolina 27834
--------------------------------------------------------
(Address of principal executive offices)
919-756-2148
------------
(Issuer's telephone number)
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 preceeding 12 months (or for such shorter period that 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 the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
OUTSTANDING AT
CLASS MARCH 31, 1996
----- --------------
Common Stock, no par value 15,007,031
1
<PAGE> 2
Regional Acceptance Corporation and Subsidiaries
Consolidated Balance Sheets
March 31, 1996 and December 31, 1995
<TABLE>
<CAPTION>
March 31,
1996 December 31,
(Unaudited) 1995
------------ ------------
ASSETS
<S> <C> <C>
Cash $ 3,952,546 $ 2,915,191
Loans receivable 150,383,393 139,506,447
Less:
Allowance for loan losses (3,781,231) (3,429,923)
Non-refundable dealer holdbacks (481,583) (571,196)
------------- ------------
Loans receivable, net 146,120,579 135,505,328
Property and equipment, net 1,926,361 1,855,949
Deferred tax asset 1,183,700 1,639,700
Other assets 797,122 1,013,594
------------- ------------
Total assets $ 153,980,308 $142,929,762
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Commercial paper $ 47,252,925 $ 50,000,000
Senior debt 55,016,500 45,391,500
Subordinated debt 7,203,553 6,739,503
Other debt 2,000,000 2,000,000
Accrued expenses 2,201,231 610,940
Other liabilities 786,117 908,562
------------- ------------
Total liabilities 114,460,326 105,650,505
------------- ------------
Commitments and contingencies
Stockholders' equity:
Preferred stock. 10,000,000 shares authorized;
none issued - -
Common stock, no par value. 100,000,000 shares
authorized; 15,007,031 issued and outstanding 19,171,261 19,171,261
Retained earnings 20,348,721 18,107,996
------------- ------------
Total stockholders' equity 39,519,982 37,279,257
------------- ------------
Total liabilities and stocholders' equity $ 153,980,308 $142,929,762
============= ============
</TABLE>
See accompanying notes to consolidated financial statements
2
<PAGE> 3
Regional Acceptance Corporation and Subsidiaries
Consolidated Statements of Income
Three months ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Interest income $ 7,801,710 $ 6,306,367
Interest expense (1,958,984) (1,852,891)
----------- -----------
Net interest income before provision
for loan losses 5,842,726 4,453,476
Provision for loan losses (900,000) (640,000)
----------- -----------
Net interest income 4,942,726 3,813,476
Other income:
Insurance commissions 1,184,236 981,248
Late charges 148,985 139,288
Other service charges and fees 137,460 121,481
Other income 779 1,613
----------- -----------
1,471,460 1,243,630
----------- -----------
Operating expenses:
Salaries 1,244,725 923,985
Rent 161,444 169,933
Taxes, other than income taxes 116,939 160,993
Other 1,175,353 625,882
----------- -----------
2,698,461 1,880,793
=========== ===========
Income before provision for income taxes 3,715,725 3,176,313
Provision for income taxes (1,475,000) (1,266,000)
----------- -----------
Net income $ 2,240,725 $ 1,910,313
=========== ===========
Net income per share $ .15 $ .13
=========== ===========
Weighted average shares outstanding 15,007,031 15,007,031
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 4
Regional Acceptance Corporation and Subsidiaries
Consolidated Statements of Stockholders' Equity
Three months ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
Common stock Retained earnings Total
------------ ----------------- -----------
<S> <C> <C> <C>
Balance January 1, 1996 $19,171,261 $18,107,996 $37,279,257
Net income for three month period
ended March 31, 1996 - 2,240,725 2,240,725
----------- ----------- -----------
Balance March 31, 1996 $19,171,261 $20,348,721 $39,519,982
=========== =========== ===========
Balance January 1, 1995 $19,171,261 $ 9,899,753 $29,071,014
Net income for three month period
ended March 31, 1995 - 1,910,313 1,910,313
----------- ----------- -----------
Balance March 31, 1995 $19,171,261 $11,810,066 $30,981,327
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
Regional Acceptance Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Three months ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 2,240,725 $ 1,910,313
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 900,000 640,000
Depreciation 90,059 60,000
Interest credited to subordinated debentures 17,877 37,249
Deferred tax expense (benefit) 456,000 (19,700)
Loss on sale of property and equipment 1,362 -
Change in assets and liabilities:
Other assets 216,472 8,046
Accrued expenses and other liabilities 1,467,846 1,431,859
----------- -----------
Net cash provided by operating activities 5,390,341 3,895,497
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Loans originated (70,765,156) (36,746,739)
Loans repaid 59,249,905 31,046,107
Purchase of property and equipment, net (161,833) (389,652)
----------- -----------
Net cash used by investing activities (11,677,084) (6,090,284)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of senior debt 16,850,000 3,500,000
Principal payments on senior debt (7,225,000) -
Proceeds from issuance of commercial paper 47,252,925 -
Principal payments on commercial paper (50,000,000) -
Proceeds from issuance of subordinated debt 674,889 520,000
Principal payments on subordinated debt (228,716) (1,361,303
Proceeds from issuance of other debt, net - (65,000)
Decrease in cash overdraft, net - (398,979)
----------- -----------
Net cash provided by financing activities 7,324,098 2,194,787
----------- -----------
Net change in cash 1,037,355 -
Cash at beginning of period 2,915,191 -
----------- -----------
Cash at end of period $ 3,952,546 $ -
=========== ===========
Supplemental information, cash paid for:
Interest $1,941,1107 $ 1,735,124
Income taxes $ 142,712 $ 263,306
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE> 6
Regional Acceptance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 1996 and 1995
(Unaudited)
Note 1-Organization and summary of accounting policies
General
The Company is primarily engaged in the business of financing consumer
purchases of used motor vehicles ("sales finance loans"). Sales finance
loans are originated by the selling dealer who sells the note to the
Company. Such loans are secured by the purchased vehicle. The Company
also makes direct loans to customers ("consumer loans").
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Principles of consolidation
The consolidated financial statements of the Company include the accounts
of its wholly-owned subsidiaries, Regional Acceptance Investment
Corporation of Nevada, Greenville Funding Corporation 1994-1, Greenville
Car Mart, Inc., and REGA Insurance Services. All significant
intercompany transactions have been eliminated in consolidation.
Per share data
Income per share is computed by dividing net income by weighted average
shares outstanding.
The impact on income per share from the exercise of all outstanding stock
options would not be material.
Financial statement presentation
The interim financial statements include all adjustments which, in the
opinion of management, are necessary for a presentation of the financial
position at March 31, 1996 and the results of operations and cash flows
for the periods ended March 31, 1996 and 1995.
6
<PAGE> 7
Regional Acceptance Corporation
Notes to Consolidated Financial Statements, Continued
Note 2-Loans
Following is a summary of loans outstanding at March 31, 1996 and December 31,
1995:
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------ ------------
<S> <C> <C>
Sales finance loans $169,649,815 $153,898,972
Consumer loans 21,931,986 22,249,208
------------ ------------
Total gross loans 191,581,801 176,148,180
Unearned finance charges and insurance
commissions (41,198,408) (36,641,733)
------------ ------------
Total loans $150,383,393 $139,506,447
============ ============
</TABLE>
Consumer loans includes accrued interest receivable of $348,000 and $356,000 at
March 31, 1996 and December 31, 1995, respectively.
Note 3-Allowance for loan losses
The following table summarizes activity in the Allowance for Loan Losses for
the three month periods ended March 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
----------- ------------
<S> <C> <C>
Balance at beginning of period $ 3,429,923 $ 2,367,648
Provision charged to operations 900,000
Loans charged-off (561,836) (495,187)
Recoveries 13,144 28,685
----------- -----------
Balance at end of period $ 3,781,231 $ 2,541,146
=========== ===========
</TABLE>
Loans charged-off during the period ended March 31, 1996 are net of $1,000,000
charged to the non-refundable dealer holdback account.
Note 4-Stock options
On January 1, 1996, the Company adopted Statement of Financial Accounting
Standards ("SFAS") no. 123, Accounting for Stock Based Compensation. As
permitted by SFAS 123, the Company has chosen to apply Accounting Principles
Board Opinion No. 25 in
7
<PAGE> 8
Regional Acceptance Corporation
Notes to Consolidated Financial Statements, Continued
accounting for stock-based compensation plans. Accordingly, no compensation
cost has been recognized for its stock option plans. Had compensation cost for
the Company's stock-based compensation plans been determined based on the fair
value at the grant dates for awards under those plans consistent with the
method of SFAS 123, there would have been no material effect on the Company's
net income or net income per share for the three month periods ended March 31,
1996 or 1995.
Note 5-Contingent liability
The Company has a contractual arrangement with an unrelated insurance company
for the sale of credit related insurance products. The insurer retains a fee,
pays claims, and maintains reserves for claims and unearned insurance premiums.
If the fees, claims, and reserves exceed earned premiums, the Company must
reimburse the insurer for the excess. Thus, the Company is contingently liable
to the insurance company for any claims paid in excess of the reserve retained
by the insurance company. Management periodically reviews loss experience in
relation to premiums collected. Based on historical loss experience, no
liability accrual is considered necessary at the present time. In the event
that claims experience increased significantly, a liability could exist.
Note-6 Proposed issuance of stock
On February 2, 1996, the Board of Directors approved the acquisition of three
off-shore insurance companies owned by two directors and a former director.
The insurance companies have no liabilities and their only assets are
debentures issued by the Company. The purchase price is 95% of the net assets
of the insurance companies, payable in stock of Regional Acceptance
Corporation. Assuming that the current owners of these companies accept the
Company's offer, approximately 130,000 to 135,000 shares of common stock will
be issued to acquire these entities. It is anticipated this transaction will
close early in the third quarter of 1996.
Note-7 Acquisition of company
On March 29, 1996, the Company signed a definitive merger agreement with
Southern National Corporation ("SNC") pursuant to which Regional would become a
wholly-owned subsidiary of SNC. The agreement is subject to the completion of
due diligence satisfactory to SNC and to approval by Regional's stockholders,
among other matters. Upon consummation, each share of Regional will be
exchanged for .3929 shares of SNC if the price of SNC stock is between $26 and
$30 per share. The exchange ratio changes to equal a price of $10.21 or $11.79
if the price of SNC stock ranges between $24 to $26 or $30 to $32,
respectively. The exchange ratio is subject to renegotiation if SNC stock is
less than $24 or more than $32. The price of SNC stock for exchange purposes
is based on the 10 trading days which are five days before the Regional
Acceptance Corporation stockholders meeting to vote on the proposed
transaction.
8
<PAGE> 9
Regional Acceptance Corporation
Notes to Consolidated Financial Statements, Continued
In connection with entering into the definitive agreement, and as a condition
to SNC's execution thereof, the Company granted to SNC an option to purchase
19.9 percent of the shares of Regional Acceptance Corporation outstanding as of
March 29, 1996 (2,986,399 shares) at a price of $10.21 per share. The option
could have the effect of deterring other proposals for a business combination
with the Company.
9
<PAGE> 10
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1996 AND 1995
General
The Company is primarily engaged in the business of financing consumer
purchases of used motor vehicles ("sales finance loans"). Sales finance loans
are originated by the selling dealer who sells the customer's note to the
Company. Such loans are secured by the purchased vehicle. The Company also
makes direct loans to consumers ("consumer loans").
Net income for the three month period ended March 31,1996 was $2,240,725
compared to $1,910,313 for the three months ended March 31, 1995. The 1996
results represent an increase of 17 percent over 1995 results. Per share net
income for the 1996 quarter was $.15 compared to $.13 for 1995.
Outstanding loans increased $10.9 million from December 31, 1995 to $150.4
million. Loans increased $28.8 million from March 31, 1995. These increases
represent growth rates of 31.2 percent (annualized) and 23.6 percent,
respectively. Management believes that the increase in growth is attributable
to an improvement in the competitive environment.
10
<PAGE> 11
Management's discussion and analysis of financial
condition and results of operations, continued
RESULTS OF OPERATIONS.
The following table sets forth a summary of the results of operations for the
three months ended March 31, 1996 and 1995:
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1996 1995
---------- ----------
(Dollars in thousands,
except per share amounts)
<S> <C> <C>
Interest income $ 7,802 $ 6,306
Interest expense (1,959) (1,853)
---------- ----------
Net interest income before provision
for loan losses 5,843 4,453
Provision for loan losses (900) (640)
---------- ----------
Net interest income 4,943 3,813
Other income 1,471 1,244
Operating expenses (2,698) (1,881)
---------- ----------
Income before provision for income taxes 3,716 3,716
Provision for income taxes (1,475) (1,266)
---------- ----------
Net income $ 2,241 $ 1,910
========== ==========
</TABLE>
Net interest income
The principal component of the Company's profitability is its net spread, the
difference between interest received on loans receivable and interest expense
for loans payable. The
11
<PAGE> 12
Management's discussion and analysis of financial
condition and results of operations, continued
following table sets forth data on loan yields and cost of funds for the 1996
and 1995 three month periods:
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1996 (1) 1995 (1)
---------- ----------
(Dollars in thousands)
<S> <C> <C>
Average loans receivable (2) $ 143,264 $ 118,652
Average loans payable 106,565 85,430
========== ==========
Interest income $ 7,802 $ 6,306
Interest expense (1,959) (1,853)
---------- ----------
Net interest income $ 5,843 $ 4,453
========== ==========
Yield on loans 21.8% 21.3%
Cost of funds 7.4% 8.7%
---------- ----------
Net interest spread 14.4% 12.6%
========== ==========
Net interest margin (3) 16.3% 15.0%
========== ==========
</TABLE>
- - ----------------------------
(1) Percentages are annualized
(2) Non-accruing loans, net of unearned finance charges, are included in
outstanding loans
(3) Net interest margin is net interest income divided by average loans
receivable
The increase in interest income in the March 31, 1996 quarter results from an
increase in outstanding loans; combined with a modest increase in loan yield.
Interest expense for the first quarter of 1996 was higher than the comparable
1995 period. This increase results from a $21.1 million increase in average
loans payable offset by a substantial reduction in the cost of funds. The
decrease in cost of funds is attributable to the Company's commercial paper
program implemented in May 1995 and to declines in the interest rates on the
revolving line of credit negotiated in September 1995. (See "Financial
condition, liquidity, and capital resources").
Provision for loan losses
Provisions for loan losses are charged to income in amounts sufficient to
maintain the allowance for loan losses at a level considered adequate to cover
expected future losses of principal in the existing loan portfolio. Loan loss
experience, contractual delinquency of
12
<PAGE> 13
Management's discussion and analysis of financial
condition and results of operations, continued
loans receivable, the value of underlying collateral, and management's judgment
are factors used in assessing the overall adequacy of the allowance and the
resulting provision for loan losses.
The Company's charge-off policy is based on a loan-by-loan review of delinquent
loans. Losses on loans secured by motor vehicles are recognized at the time
the collateral is repossessed. Other loans are charged-off when they become
contractually past due 180 days, unless extenuating circumstances exist where
management believes the loans will be collected. Loans may be charged-off
prior to the normal charge-off period if management deems them uncollectible.
In 1995, the Company amended its dealer agreements to increase the
non-refundable discount on loans purchased by the Company to $200 from $100.
(In one office the Company charges a discount equal to a percentage of the
purchased loan). The Company allocates a portion of the discounts collected to
a reserve account. The amount allocated to the reserve account is available
for absorbing losses on loans purchased from dealers.
The following table sets forth information regarding the Company's allowance
for loan losses at March 31, 1996 and 1995:
<TABLE>
<CAPTION>
At or For the Three months
ended March 31,
--------------------------
1996 1995
--------- ---------
(Dollars in thousands)
<S> <C> <C>
Allowance for loan losses $ 3,781 $ 2,541
Non-refundable dealer holdbacks 482 46
--------- ---------
Total $ 4,263 $ 2,587
========= =========
As a percentage of period-end loans:
Allowance for loan losses 2.5% 2.1%
Non-refundable dealer holdbacks 0.3% -
--------- ---------
Total 2.8% 2.1%
========= =========
Provision for loan losses $ 900 $ 640
Charge-offs, net of recoveries $ 549 $ 467
Charge-offs as a percentage of average
loans receivable 1.5% 1.6%
</TABLE>
13
<PAGE> 14
Management's discussion and analysis of financial
condition and results of operations, continued
Loans charged-off in 1996 are net of $1,000,000 charged to the non-refundable
dealer holdback account.
The following table presents an analysis of loan charge-offs and recoveries, by
type, for the three month periods ended March 31, 1996 and 1995:
<TABLE>
<CAPTION>
At and For the Three Months
Ended March 31,
---------------------------
(Dollars in thousands)
1996 1995
---- ----
<S> <C> <C>
Allowance for loan losses at beginning of period $ 3,430 $ 2,368
Loans charged-off
Sales Finance 181 280
Consumer 381 216
---------- -----------
562 496
---------- -----------
Recoveries
Sales Finance 3 18
Consumer 10 11
---------- -----------
13 29
---------- -----------
Net charge-offs 549 467
Provisions charged to operations 900 640
---------- -----------
Allowance for loan losses at end of period $ 3,781 $ 2,541
========== ===========
</TABLE>
The following table sets forth an analysis of the Company's delinquent accounts
at March 31, 1996 and 1995:
14
<PAGE> 15
Management's discussion and analysis of financial
condition and results of operations, continued
<TABLE>
<CAPTION>
March 31,
--------------------------------------------
(Dollars in thousands)
1996(1) 1995(1)
------------------- -------------------
Days Delinquent Amount % Amount %
- - --------------- --------- ------- --------- -------
<S> <C> <C> <C> <C>
30 to 59 days $ 4,924 2.6% $ 1,420 0.9%
60 to 89 days 2,076 1.0% 715 0.5%
90 days and more 4,692 2.5% 1,896 1.2%
--------- ------- --------- -------
Total delinquent loans $ 11,692 6.1% $ 4,031 2.6%
========= ======= ========= =======
</TABLE>
(1) Delinquency ratios are based on gross loans outstanding
Management attributes the increase in delinquent accounts in the 1996 period
compared to 1995 to the difficulties arising from a computer conversion and to
increased repossessed assets on hand. The Company includes repossessed assets
in its delinquency data. At March 31, 1996 repossessed assets were $3,674,000,
2.4 percent of loans, compared to $2,240,000, 1.8 percent of loans, at March 31,
1995.
Management reviewed its past due loans and repossessed collateral and, in
management's opinion, the allowance for loan losses is adequate to absorb
losses in the loan portfolio.
Other income
Other income declined slightly as a percentage of average loans receivable to
4.1 percent for the quarter ended March 31, 1996. The ratio for the comparable
1995 period was 4.2 percent. The decline is attributable to a decline in
insurance commission income as a percentage of average loans receivable.
Management expects insurance penetration to increase; however, the increase is
not likely to equal the percentage growth in loans outstanding. Further, as
the size of the average new loan increases, the Company does not want to sell
insurance products that might increase the customer's payment to an imprudent
level.
Operating expenses
Other operating expenses increased to 7.5 percent of average loans receivable
in the 1996 period from 6.3 percent in 1995. The principal increases are
attributable to salaries (3.5 percent of average receivables in 1996 versus 3.1
percent in 1995), and other operating expenses (3.3 percent in 1996 compared to
2.1 percent in 1995). The increases in both salaries and other operating
expenses are primarily attributable to payroll and other costs associated with
opening new offices.
15
<PAGE> 16
Management's discussion and analysis of financial
condition and results of operations, continued
FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES
The Company's loans increased by $10.9 million from December 31, 1995, to March
31, 1996. This increase equals an annualized growth rate of 31.2 percent. In
the first quarter of 1995, loans increased at an annualized rate of 18.0
percent. Sales finance loans accounted for all the growth as there was a
slight decline in consumer loans in both years. Additionally, the Company
opened two offices in the first quarter of 1996. Management attributes the
lower growth rate in 1995 to increased competition. In the Company's opinion,
much of its competitors' loan volume was being underwritten in a manner that
was likely to result in higher loan losses than the Company was willing to
undertake. Management believes that the increase in growth in 1996 is at least
partially attributable to a change in the competitive environment. The Company
intends to maintain a reasonable rate of loan growth. If the unfavorable
competitive environment returns, management will maintain loan growth by
opening additional offices.
The Company finances its loan growth with cash flow from operations, principal
repayments on loans, sales of commercial paper, subordinated debt, and bank
borrowings.
In May 1995, the Company closed a $50 million commercial paper facility through
BA Securities, Inc., a subsidiary of BankAmerica Corporation. The Company
converted $52 million of its $130 million senior revolving line of credit to a
liquidity backup line to assure repayment of outstanding commercial paper;
reducing the amount available under the revolving line to $78 million. At
March 31, 1996, $47.3 million was outstanding on the commercial paper facility
and $55.0 million was outstanding on the revolving line of credit, leaving
approximately $23.0 million available for borrowing.
The Company will need to increase its revolving line of credit or otherwise
obtain additional funds to finance the growth in loans which is exceeding
original estimates for 1996. The Company believes its two primarily
alternatives for increasing funding sources are requesting an increase in the
revolving line of credit from the lead bank, Bank of America, or funding from
Southern National Corporation in advance of the proposed acquisition (see
below). Based on preliminary discussions with both parties, management is
confident that increased funding will be available when needed.
PROPOSED ISSUANCE OF STOCK
On February 2, the Board of Directors approved the acquisition of three
off-shore insurance companies owned by two directors and a former director.
The insurance companies have no liabilities and their only assets are
debentures issued by the Company. The purchase price is 95% of the net assets
of the insurance companies, payable in stock of Regional Acceptance Corporation.
Assuming that the current owners of these companies accept the Company's offer,
approximately 130,000 to 135,000 shares of
16
<PAGE> 17
Management's discussion and analysis of financial
condition and results of operations, continued
common stock will be issued to acquire these entities. It is anticipated
this transaction will close early in the third quarter of 1996.
ACQUISITION OF COMPANY
On March 29, 1996, the Company signed a definitive merger agreement with
Southern National Corporation ("SNC") pursuant to which Regional would become a
wholly-owned subsidiary of SNC. The agreement is subject to the completion of
due diligence satisfactory to SNC and to approval by Regional's stockholders,
among other matters. Upon consummation, each share of Regional will be
exchanged for .3929 shares of SNC if the price of SNC stock is between $26 and
$30 per share. The exchange ratio changes to equal a price of $10.21 or $11.79
if the price of SNC stock ranges between $24 to $26 or $30 to $32,
respectively. The exchange ratio is subject to renegotiation if SNC stock is
less than $24 or more than $32. The price of SNC stock for exchange purposes
is based on the 10 trading days which are five days before the Regional
Acceptance Corporation stockholders meeting to vote on the proposed
transaction.
In connection with entering into the definitive agreement, and as a condition
to SNC's execution thereof, the Company granted to SNC an option to purchase
19.9 percent of the shares of Regional Acceptance Corporation outstanding as of
March 29, 1996 (2,986,399 shares) at a price of $10.21 per share. The option
could have the effect of deterring other proposals for a business combination
with the Company.
17
<PAGE> 18
PART II
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27.1 Financial Data Schedule for the quarter ended
March 31, 1996 (filed in electronic format only)
(b) Reports on Form 8-K
The Company filed a Form 8-K on April 3, 1996 with the
Commission reporting, pursuant to Item 5-Other Events of such
Form, the Company's entering into the Agreement and Plan of
Reorganization dated March 29, 1996 with Southern National
Corporation.
18
<PAGE> 19
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report be signed on its behalf by the undersigned, thereunto duly
authorized.
Regional Acceptance Corporation
(Registrant)
Date: May 13, 1996 By: /s/ W. R. Stallings, Sr.
-------------------------------------
W. R. Stallings, Sr.
President and Chief Executive Officer
Date: May 13, 1996 By: /s/ Robert D. Barry
-------------------------------------
Robert D. Barry
Vice President, Secretary, and
Chief Financial Officer
19
<PAGE> 20
REGIONAL ACCEPTANCE CORPORATION
REPORT ON FORM 10-Q
MARCH 31, 1996
COMMISSION FILE NO. 0-21814
INDEX TO EXHIBITS
Exhibit No Description
- - ---------- -----------
27.1 Financial Data Schedule for the quarter ended March 31, 1996
(filed in electronic format only)
20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF REGIONAL ACCEPTANCE CORPORATION FOR THE THREE MONTHS
ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,952,546
<SECURITIES> 0
<RECEIVABLES> 150,383,393
<ALLOWANCES> 4,262,814
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,216,339
<DEPRECIATION> 1,289,978
<TOTAL-ASSETS> 153,980,308
<CURRENT-LIABILITIES> 0
<BONDS> 111,472,978
19,171,261
0
<COMMON> 0
<OTHER-SE> 20,348,721
<TOTAL-LIABILITY-AND-EQUITY> 153,980,308
<SALES> 0
<TOTAL-REVENUES> 9,273,170
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,698,461
<LOSS-PROVISION> 900,000
<INTEREST-EXPENSE> 1,958,984
<INCOME-PRETAX> 3,715,725
<INCOME-TAX> 1,475,000
<INCOME-CONTINUING> 2,240,725
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,240,725
<EPS-PRIMARY> .15
<EPS-DILUTED> .15
</TABLE>
