x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 |
South Carolina | 57-0425114 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification 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) |
Large Accelerated Filer ¨ | Accelerated Filer x | ||
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
PART I - FINANCIAL INFORMATION | ||
Page | ||
Item 1. | Consolidated Financial Statements (unaudited): | |
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II - OTHER INFORMATION | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 5. | ||
Item 6. | ||
December 31, 2013 | March 31, 2013 | |||||
ASSETS | ||||||
Cash and cash equivalents | $ | 19,387,754 | 11,625,365 | |||
Gross loans receivable | 1,264,058,311 | 1,067,051,763 | ||||
Less: | ||||||
Unearned interest and fees | (347,333,558 | ) | (284,956,195 | ) | ||
Allowance for loan losses | (74,602,245 | ) | (59,980,842 | ) | ||
Loans receivable, net | 842,122,508 | 722,114,726 | ||||
Property and equipment, net | 24,448,543 | 23,935,439 | ||||
Deferred income taxes | 39,109,347 | 29,415,996 | ||||
Other assets, net | 11,962,243 | 11,712,319 | ||||
Goodwill | 5,967,127 | 5,896,288 | ||||
Intangible assets, net | 4,013,323 | 4,624,832 | ||||
Total assets | $ | 947,010,845 | 809,324,965 | |||
LIABILITIES & SHAREHOLDERS' EQUITY | ||||||
Liabilities: | ||||||
Senior notes payable | 583,250,000 | 400,250,000 | ||||
Income taxes payable | 6,545,270 | 13,941,632 | ||||
Accounts payable and accrued expenses | 28,645,482 | 28,737,074 | ||||
Total liabilities | 618,440,752 | 442,928,706 | ||||
Commitments and contingencies | ||||||
Shareholders' equity: | ||||||
Preferred stock, no par value Authorized 5,000,000, no shares issued or outstanding | — | — | ||||
Common stock, no par value Authorized 95,000,000 shares; issued and outstanding 10,927,826 and 12,171,075 shares at December 31, 2013 and March 31, 2013, respectively | — | — | ||||
Additional paid-in capital | 110,032,897 | 89,789,789 | ||||
Retained earnings | 222,660,011 | 277,024,787 | ||||
Accumulated other comprehensive loss, net | (4,122,815 | ) | (418,317 | ) | ||
Total shareholders' equity | 328,570,093 | 366,396,259 | ||||
Total liabilities and shareholders' equity | $ | 947,010,845 | 809,324,965 |
Three months ended December 31, | Nine months ended December 31, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Revenue: | |||||||||||||
Interest and fee income | $ | 142,213,442 | 130,311,649 | $ | 403,201,740 | 367,428,701 | |||||||
Insurance commissions and other income | 18,280,069 | 19,327,915 | 52,520,477 | 54,445,073 | |||||||||
Total revenue | 160,493,511 | 149,639,564 | 455,722,217 | 421,873,774 | |||||||||
Expenses: | |||||||||||||
Provision for loan losses | 41,115,932 | 37,394,633 | 108,006,774 | 93,411,187 | |||||||||
General and administrative expenses: | |||||||||||||
Personnel | 49,393,327 | 48,319,205 | 151,837,113 | 141,401,829 | |||||||||
Occupancy and equipment | 9,702,506 | 9,109,693 | 28,773,715 | 26,890,979 | |||||||||
Advertising | 7,316,674 | 6,535,782 | 13,089,315 | 11,981,428 | |||||||||
Amortization of intangible assets | 244,940 | 329,196 | 822,107 | 1,036,916 | |||||||||
Other | 10,640,905 | 10,503,986 | 30,001,379 | 28,803,845 | |||||||||
Total general and administrative expenses | 77,298,352 | 74,797,862 | 224,523,629 | 210,114,997 | |||||||||
Interest expense | 5,545,956 | 4,403,866 | 15,503,201 | 12,396,058 | |||||||||
Total expenses | 123,960,240 | 116,596,361 | 348,033,604 | 315,922,242 | |||||||||
Income before income taxes | 36,533,271 | 33,043,203 | 107,688,613 | 105,951,532 | |||||||||
Income taxes | 13,579,366 | 12,369,212 | 40,057,738 | 39,761,094 | |||||||||
Net income | $ | 22,953,905 | 20,673,991 | $ | 67,630,875 | 66,190,438 | |||||||
Net income per common share: | |||||||||||||
Basic | $ | 2.05 | 1.61 | $ | 5.83 | 5.04 | |||||||
Diluted | $ | 1.98 | 1.58 | $ | 5.65 | 4.93 | |||||||
Weighted average common shares outstanding: | |||||||||||||
Basic | 11,203,826 | 12,837,327 | 11,610,318 | 13,144,131 | |||||||||
Diluted | 11,592,638 | 13,100,289 | 11,970,066 | 13,431,268 |
Three months ended December 31, | Nine months ended December 31, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Net income | $ | 22,953,905 | 20,673,991 | $ | 67,630,875 | 66,190,438 | |||||||
Foreign currency translation adjustments | 320,225 | (529,375 | ) | (3,704,498 | ) | (654,864 | ) | ||||||
Comprehensive income, net | $ | 23,274,130 | 20,144,616 | $ | 63,926,377 | 65,535,574 |
Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss), net | Total Shareholders' Equity | |||||||||
Balances at March 31, 2012 | $ | 65,630,753 | 355,980,694 | (2,736,434 | ) | 418,875,013 | ||||||
Proceeds from exercise of stock options (332,665 shares), including tax benefits of $3,049,108 | 12,993,709 | — | — | 12,993,709 | ||||||||
Common stock repurchases (2,569,597 shares) | — | (183,045,655 | ) | — | (183,045,655 | ) | ||||||
Restricted common stock expense under stock option plan, net of cancellations | 3,842,674 | — | — | 3,842,674 | ||||||||
Stock option expense | 7,322,653 | — | — | 7,322,653 | ||||||||
Other comprehensive income | — | — | 2,318,117 | 2,318,117 | ||||||||
Net income | — | 104,089,748 | — | 104,089,748 | ||||||||
Balances at March 31, 2013 | $ | 89,789,789 | 277,024,787 | (418,317 | ) | 366,396,259 | ||||||
Proceeds from exercise of stock options (172,755 shares), including tax benefits of $1,940,209 | 8,646,337 | — | — | 8,646,337 | ||||||||
Common stock repurchases (1,351,699 shares) | — | (121,995,651 | ) | — | (121,995,651 | ) | ||||||
Restricted common stock expense under stock option plan, net of cancellations | 3,572,401 | — | — | 3,572,401 | ||||||||
Stock option expense | 8,024,370 | — | — | 8,024,370 | ||||||||
Other comprehensive loss | — | — | (3,704,498 | ) | (3,704,498 | ) | ||||||
Net income | — | 67,630,875 | — | 67,630,875 | ||||||||
Balances at December 31, 2013 | $ | 110,032,897 | 222,660,011 | (4,122,815 | ) | 328,570,093 |
Nine months ended December 31, | ||||||
2013 | 2012 | |||||
Cash flow from operating activities: | ||||||
Net income | $ | 67,630,875 | 66,190,438 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Amortization of intangible assets | 822,107 | 1,036,916 | ||||
Amortization of loan costs and discounts | 295,655 | 406,812 | ||||
Provision for loan losses | 108,006,774 | 93,411,187 | ||||
Depreciation | 4,708,254 | 4,683,781 | ||||
Deferred income tax benefit | (10,037,348 | ) | (9,773,789 | ) | ||
Compensation related to stock option and restricted stock plans, net of taxes | 11,596,771 | 6,735,222 | ||||
Change in accounts: | ||||||
Other assets, net | (692,803 | ) | (1,815,636 | ) | ||
Income taxes payable | (7,357,996 | ) | (6,362,166 | ) | ||
Accounts payable and accrued expenses | 27,438 | 1,458,764 | ||||
Net cash provided by operating activities | 174,999,727 | 155,971,529 | ||||
Cash flows from investing activities: | ||||||
Increase in loans receivable, net | (230,060,722 | ) | (224,259,715 | ) | ||
Net assets acquired from office acquisitions, primarily loans | (774,549 | ) | (1,263,798 | ) | ||
Increase in intangible assets from acquisitions | (281,437 | ) | (424,192 | ) | ||
Purchases of property and equipment | (5,432,662 | ) | (5,355,655 | ) | ||
Net cash used in investing activities | (236,549,370 | ) | (231,303,360 | ) | ||
Cash flow from financing activities: | ||||||
Borrowings from senior note payable | 346,140,000 | 401,600,466 | ||||
Payments on senior note payable | (163,140,000 | ) | (138,150,466 | ) | ||
Payments on junior subordinated note payable | — | (50,000,000 | ) | |||
Proceeds from exercise of stock options | 6,706,128 | 7,120,171 | ||||
Repurchase of common stock | (121,995,651 | ) | (141,020,900 | ) | ||
Excess tax benefits from exercise of stock options | 1,940,209 | 2,262,766 | ||||
Net cash provided by financing activities | 69,650,686 | 81,812,037 | ||||
Increase in cash and cash equivalents | 8,101,043 | 6,480,206 | ||||
Effects of foreign currency fluctuations on cash | (338,654 | ) | (74,029 | ) | ||
Cash and cash equivalents at beginning of period | 11,625,365 | 10,768,176 | ||||
Cash and cash equivalents at end of period | $ | 19,387,754 | 17,174,353 |
• | Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. |
• | Level 2 – Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in market that are less active. |
• | Level 3 – Unobservable inputs for assets or liabilities reflecting the reporting entity’s own assumptions. |
December 31, 2013 | March 31, 2013 | |||||
Book value and estimated fair value: | ||||||
Senior note payable | $ | 583,250 | 400,250 |
Three months ended December 31, | Nine months ended December 31, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Balance at beginning of period | $ | 67,608,005 | 61,328,777 | $ | 59,980,842 | 54,507,299 | |||||||
Provision for loan losses | 41,115,932 | 37,394,633 | 108,006,774 | 93,411,187 | |||||||||
Loan losses | (37,278,133 | ) | (34,619,123 | ) | (102,654,004 | ) | (89,537,727 | ) | |||||
Recoveries | 3,117,923 | 2,750,869 | 9,565,901 | 8,472,307 | |||||||||
Translation adjustment | 38,518 | (50,685 | ) | (297,268 | ) | (48,595 | ) | ||||||
Balance at end of period | $ | 74,602,245 | 66,804,471 | $ | 74,602,245 | 66,804,471 |
December 31, 2013 | Loans individually evaluated for impairment (impaired loans) | Loans collectively evaluated for impairment | Total | ||||||
Bankruptcy, gross loans | $ | 5,751,373 | — | 5,751,373 | |||||
91 days or more delinquent, excluding bankruptcy | 33,175,053 | — | 33,175,053 | ||||||
Loans less than 91 days delinquent and not in bankruptcy | — | 1,225,131,885 | 1,225,131,885 | ||||||
Gross loan balance | 38,926,426 | 1,225,131,885 | 1,264,058,311 | ||||||
Unearned interest and fees | (9,029,631 | ) | (338,303,927 | ) | (347,333,558 | ) | |||
Net loans | 29,896,795 | 886,827,958 | 916,724,753 | ||||||
Allowance for loan losses | (29,896,795 | ) | (44,705,450 | ) | (74,602,245 | ) | |||
Loans, net of allowance for loan losses | $ | — | 842,122,508 | 842,122,508 |
March 31, 2013 | Loans individually evaluated for impairment (impaired loans) | Loans collectively evaluated for impairment | Total | ||||||
Bankruptcy, gross loans | $ | 5,910,206 | — | 5,910,206 | |||||
91 days or more delinquent, excluding bankruptcy | 23,536,170 | — | 23,536,170 | ||||||
Loans less than 91 days delinquent and not in bankruptcy | — | 1,037,605,387 | 1,037,605,387 | ||||||
Gross loan balance | 29,446,376 | 1,037,605,387 | 1,067,051,763 | ||||||
Unearned interest and fees | (6,036,018 | ) | (278,920,177 | ) | (284,956,195 | ) | |||
Net loans | 23,410,358 | 758,685,210 | 782,095,568 | ||||||
Allowance for loan losses | (23,410,358 | ) | (36,570,484 | ) | (59,980,842 | ) | |||
Loans, net of allowance for loan losses | $ | — | 722,114,726 | 722,114,726 |
December 31, 2012 | Loans individually evaluated for impairment (impaired loans) | Loans collectively evaluated for impairment | Total | ||||||
Bankruptcy, gross loans | $ | 6,045,303 | — | 6,045,303 | |||||
91 days or more delinquent, excluding bankruptcy | 25,205,444 | — | 25,205,444 | ||||||
Loans less than 91 days delinquent and not in bankruptcy | — | 1,152,454,989 | 1,152,454,989 | ||||||
Gross loan balance | 31,250,747 | 1,152,454,989 | 1,183,705,736 | ||||||
Unearned interest and fees | (6,447,504 | ) | (318,283,151 | ) | (324,730,655 | ) | |||
Net loans | 24,803,243 | 834,171,838 | 858,975,081 | ||||||
Allowance for loan losses | (24,803,243 | ) | (42,001,228 | ) | (66,804,471 | ) | |||
Loans, net of allowance for loan losses | $ | — | 792,170,610 | 792,170,610 |
December 31, 2013 | March 31, 2013 | December 31, 2012 | |||||||
Credit risk | |||||||||
Consumer loans- non-bankrupt accounts | $ | 1,258,306,938 | 1,061,141,557 | 1,177,660,433 | |||||
Consumer loans- bankrupt accounts | 5,751,373 | 5,910,206 | 6,045,303 | ||||||
Total gross loans | $ | 1,264,058,311 | 1,067,051,763 | 1,183,705,736 | |||||
Consumer credit exposure | |||||||||
Credit risk profile based on payment activity, performing | $ | 1,200,269,825 | 1,020,337,490 | 1,132,401,488 | |||||
Contractual non-performing, 61 or more days delinquent | 63,788,486 | 46,714,273 | 51,304,248 | ||||||
Total gross loans | $ | 1,264,058,311 | 1,067,051,763 | 1,183,705,736 | |||||
Delinquent renewals | $ | 25,549,569 | 19,799,064 | 21,701,807 | |||||
Credit risk profile based on customer type | |||||||||
New borrower | $ | 187,601,560 | 130,897,466 | 163,114,221 | |||||
Former borrower | 119,609,101 | 90,281,773 | 105,679,007 | ||||||
Refinance | 931,298,081 | 826,073,460 | 893,210,701 | ||||||
Delinquent refinance | 25,549,569 | 19,799,064 | 21,701,807 | ||||||
Total gross loans | $ | 1,264,058,311 | 1,067,051,763 | 1,183,705,736 |
December 31, 2013 | March 31, 2013 | December 31, 2012 | |||||||
Contractual basis: | |||||||||
30-60 days past due | $ | 45,956,945 | 37,674,267 | 45,193,214 | |||||
61-90 days past due | 30,224,306 | 22,773,063 | 25,758,105 | ||||||
91 days or more past due | 33,564,180 | 23,941,210 | 25,546,143 | ||||||
Total | $ | 109,745,431 | 84,388,540 | 96,497,462 | |||||
Percentage of period-end gross loans receivable | 8.7 | % | 7.9 | % | 8.2 | % |
Three months ended December 31, | Nine months ended December 31, | ||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||
Basic: | |||||||||||
Weighted average common shares outstanding (denominator) | 11,203,826 | 12,837,327 | 11,610,318 | 13,144,131 | |||||||
Diluted: | |||||||||||
Weighted average common shares outstanding | 11,203,826 | 12,837,327 | 11,610,318 | 13,144,131 | |||||||
Dilutive potential common shares stock options | 388,812 | 262,962 | 359,748 | 287,137 | |||||||
Weighted average diluted shares outstanding (denominator) | 11,592,638 | 13,100,289 | 11,970,066 | 13,431,268 |
Three months ended | Nine months ended | |||
December 31, | December 31, | |||
2013 | 2012 | 2013 | 2012 | |
Dividend yield | —% | —% | —% | —% |
Expected Volatility | 54.62% | 56.15% | 54.62% | 56.15% |
Average risk-free interest rate | 1.52% | 0.80% | 1.52% | 0.80% |
Expected life | 5.5 years | 5.6 years | 5.5 years | 5.6 years |
Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||
Options outstanding, beginning of period | 1,249,585 | $ | 54.90 | |||||||||
Granted during period | 196,860 | 89.03 | ||||||||||
Exercised during period | (172,755 | ) | 38.82 | |||||||||
Forfeited during period | (60,220 | ) | 66.73 | |||||||||
Expired during period | (740 | ) | 32.62 | |||||||||
Options outstanding, end of period | 1,212,730 | $ | 62.16 | 7.80 | $ | 31,076,373 | ||||||
Options exercisable, end of period | 329,000 | $ | 44.12 | 5.75 | $ | 14,280,979 |
December 31, 2013 | December 31, 2012 | ||||||
Three months ended | $ | 6,821,396 | $ | 5,377,474 | |||
Nine months ended | $ | 8,972,609 | $ | 10,327,163 |
EPS Target | Restricted Shares Eligible for Vesting (Percentage of Award) | |
$10.29 | 100% | |
$9.76 | 67% | |
$9.26 | 33% | |
Below $9.26 | 0% |
Trailing 4 quarter EPS Target | Restricted Shares Eligible for Vesting (Percentage of Award) | |
$13.00 | 25% | |
$14.50 | 25% | |
$16.00 | 25% | |
$18.00 | 25% |
Trailing 4 quarter EPS Target | Restricted Shares Eligible for Vesting (Percentage of Award) | |
$13.00 | 25% | |
$14.50 | 25% | |
$16.00 | 25% | |
$18.00 | 25% |
EPS Target | Restricted Shares Eligible for Vesting (Percentage of Award) | |
$10.29 | 100% | |
$9.76 | 67% | |
$9.26 | 33% | |
Below $9.26 | 0% |
Trailing 4 quarter EPS Target | Restricted Shares Eligible for Vesting (Percentage of Award) | |
$13.00 | 25% | |
$14.50 | 25% | |
$16.00 | 25% | |
$18.00 | 25% |
Vesting Percentage | Compounded Annual EPS Growth | |
100% | 15% or higher | |
67% | 12% - 14.99% | |
33% | 10% - 11.99% | |
0% | Below 10% |
Shares | Weighted Average Fair Value at Grant Date | |||||
Outstanding at March 31, 2013 | 562,456 | $ | 73.32 | |||
Granted during the period | 35,250 | 87.66 | ||||
Vested during the period | (27,106 | ) | 53.26 | |||
Forfeited during the period | (90,589 | ) | 74.93 | |||
Outstanding at December 31, 2013 | 480,011 | $ | 75.20 |
Three months ended December 31, | Nine months ended December 31, | ||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Share-based compensation related to equity classified awards: | |||||||||||||
Share-based compensation related to stock options | $ | 2,884,602 | 2,370,084 | $ | 8,024,370 | 4,863,099 | |||||||
Share-based compensation related to restricted stock units | 257,758 | 1,012,904 | 4,364,474 | 2,848,405 | |||||||||
Total share-based compensation related to equity classified awards | $ | 3,142,360 | 3,382,988 | $ | 12,388,844 | 7,711,504 |
2013 | 2012 | |||||
Number of business combinations | 1 | 3 | ||||
Number of asset purchases | 6 | 6 | ||||
Total acquisitions | 7 | 9 | ||||
Purchase Price | $ | 1,055,986 | 1,687,990 | |||
Tangible assets: | ||||||
Net loans | 773,049 | 1,255,798 | ||||
Furniture, fixtures & equipment | 1,500 | 8,000 | ||||
774,549 | 1,263,798 | |||||
Excess of purchase prices over carrying value of net tangible assets | $ | 281,437 | 424,192 | |||
Customer lists | 175,598 | 173,838 | ||||
Non-compete agreements | 35,000 | 45,000 | ||||
Goodwill | 70,839 | 205,354 | ||||
Total intangible assets | $ | 281,437 | 424,192 |
Three months ended December 31, | Nine months ended December 31, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
(Dollars in thousands) | ||||||||||||
Average gross loans receivable ¹ | $ | 1,202,204 | 1,124,333 | 1,149,554 | 1,063,557 | |||||||
Average net loans receivable ² | 869,542 | 816,671 | 834,004 | 774,896 | ||||||||
Expenses as a % of total revenue: | ||||||||||||
Provision for loan losses | 25.6 | % | 25.0 | % | 23.7 | % | 22.1 | % | ||||
General and administrative | 48.2 | % | 50.0 | % | 49.3 | % | 49.8 | % | ||||
Total interest expense | 3.5 | % | 2.9 | % | 3.4 | % | 2.9 | % | ||||
Operating income ³ | 26.2 | % | 25.0 | % | 27.0 | % | 28.1 | % | ||||
Return on average assets (trailing 12 months) | 12.1 | % | 13.0 | % | 12.1 | % | 13.0 | % | ||||
Offices opened or acquired, net | 18 | 13 | 45 | 49 | ||||||||
Total offices (at period end) | 1,248 | 1,186 | 1,248 | 1,186 |
(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 income is computed as total revenue less provision for loan losses and general and administrative expenses, as a percentage of total revenue. |
Foreign Exchange Sensitivity Analysis of Loans Receivable, Net of Unearned Amounts | ||||||||||||
As of December 31, 2013 | ||||||||||||
Foreign exchange spot rate, U.S. dollars to Mexican pesos | -10% | 0% | 10% | |||||||||
Loans receivable, net of unearned | $ | 837,546,247 | $ | 842,122,508 | $ | 847,715,734 | ||||||
% change from base amount | (0.55 | )% | — | % | 0.66 | % | ||||||
$ change from base amount | $ | (4,576,261 | ) | $ | — | $ | 5,593,226 |
As of December 31, 2012 | ||||||||||||
Foreign exchange spot rate, U.S. dollars to Mexican pesos | -10% | 0% | 10% | |||||||||
Loans receivable, net of unearned | $ | 788,639,560 | $ | 792,170,610 | $ | 796,486,332 | ||||||
% change from base amount | (0.45 | )% | — | % | 0.55 | % | ||||||
$ change from base amount | $ | (3,531,050 | ) | $ | — | $ | 4,315,722 |
Foreign Exchange Sensitivity Analysis of Net Income | ||||||||||||
For the nine months ended December 31, 2013 | ||||||||||||
Foreign exchange spot rate, U.S. dollars to Mexican pesos | -10% | 0% | 10% | |||||||||
Net Income | $ | 67,170,370 | $ | 67,630,875 | $ | 68,193,711 | ||||||
% change from base amount | (0.69 | )% | — | % | 0.83 | % | ||||||
$ change from base amount | $ | (460,505 | ) | $ | — | $ | 562,836 |
For the nine months ended December 31, 2012 | ||||||||||||
Foreign exchange spot rate, U.S. dollars to Mexican pesos | -10% | 0% | 10% | |||||||||
Net Income | $ | 65,973,675 | $ | 66,190,438 | $ | 66,455,372 | ||||||
% change from base amount | (0.33 | )% | — | % | 0.40 | % | ||||||
$ change from base amount | $ | (216,763 | ) | $ | — | $ | 264,934 |
• | The Company has enhanced its documented process for addressing the establishment of the allowance for loan losses, including the assumptions underlying the allowance for loan losses and how management reviews and concludes on the appropriateness of the allowance for loan losses; and |
• | The Company has established a control to assess whether the accounting treatment of renewals are in accordance with U.S. generally accepted accounting principles and the impact, if any, renewals have on the estimate of the allowance for loan losses. |
Total Number of Shares Purchased | Average Price Paid per Share | Total Dollar Value of Shares Purchased as part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs | |||||||||||
October 1 through October 31, 2013 | 3,900 | $ | 102.89 | 401,261 | $ | 51,917,246 | ||||||||
November1 through November 30, 2013 | 539,500 | 92.40 | 49,849,553 | 27,067,693 | * | |||||||||
December 1 through December 31, 2013 | 75,000 | 89.15 | 6,686,153 | 20,381,540 | ||||||||||
Total for the quarter | 618,400 | 92.07 | 56,936,967 |
Exhibit Number | Description | Previous Exhibit Number | Company Registration No. or Report |
3.1 | Second Amended and Restated Articles of Incorporation of the Company, as amended | 3.1 | 333-107426 |
3.2 | Fourth Amended and Restated Bylaws of the Company | 99.1 | 8-03-07 8-K |
4.1 | Specimen Share Certificate | 4.1 | 33-42879 |
4.2 | Articles 3, 4 and 5 of the Form of Company's Second Amended and Restated Articles of Incorporation (as amended) | 3.1 | 333-107426 |
4.3 | Article II, Section 9 of the Company’s Fourth Amended and Restated Bylaws | 99.1 | 8-03-07 8-K |
4.4 | Amended and Restated Revolving Credit Agreement, dated September 17, 2010 | 10.1 | 9-21-10 8-K |
4.5 | First Amendment to the Amended and Restated Revolving Credit Agreement dated September 17, 2010 | 10.1 | 9-1-11 8-K |
4.6 | Second Amendment to the Amended and Restated Revolving Credit Agreement dated September 17, 2010 | 10.1 | 5-1-12 8-K |
4.7 | Third Amendment to the Amended and Restated Revolving Credit Agreement dated September 17, 2010 | 10.1 | 11-20-12 8-K |
4.8 | Fourth Amendment to the Amended and Restated Revolving Credit Agreement dated September 6, 2013 | 10.1 | 9-9-13 8-K |
4.9 | Amended and Restated Company Security Agreement, Pledge and Indenture of Trust, dated as of September 17, 2010 | 10.2 | 9-21-10 8-K |
4.10 | Amended and Restated Subsidiary Security Agreement, Pledge and Indenture of Trust, dated as of September 17, 2010 (i.e. Subsidiary Security Agreement) | 10.3 | 9-21-10 8-K |
4.11 | Amended and Restated Guaranty Agreement, dated as of September 17, 2010 (i.e., Subsidiary Guaranty Agreement) | 10.4 | 9-21-10 8-K |
10.1 | Letter Agreement between Mark C. Roland and the Company Re: Separation and release of claims, dated November 1, 2013 | 99.1 | 11-20-13 8-K |
10.2 | Letter Agreement between Kelly M. Malson and the Company Re: Separation and release of claims, dated February 3, 2013 | * |
Exhibit Number | Description | Previous Exhibit Number | Company Registration No. or Report | |
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | * | ||
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | * | ||
32.1 | Section 1350 Certification of Chief Executive Officer | * | ||
32.2 | Section 1350 Certification of Chief Financial Officer | * | ||
101.1 | The following materials from the Company’s Quarterly Report For the fiscal quarter ended December 31, 2013, formatted in XBLR: | * | ||
(i) | Consolidated Balance Sheets as of December 31, 2013 and March 31, 2013; | |||
(ii) | Consolidated Statements of Operations for the three and nine months ended December 31, 2013 and December 31, 2012; | |||
(iii) | Consolidated Statements of Comprehensive Income for the three and nine months ended December 31, 2013 and December 31, 2012; | |||
(iv) | Consolidated Statements of Shareholder’s Equity for the year ended March 31, 2013 and the nine months ended December 31, 2013; | |||
(v) | Consolidated Statements of Cash Flows for the nine months ended December 31, 2013 and December 31; and | |||
(vi) | Notes to the Consolidated Financial Statements. |
* | Filed or furnished herewith. |
WORLD ACCEPTANCE CORPORATION | |||
By: /s/ A. Alexander McLean, III | |||
A. Alexander McLean, III | |||
Chief Executive Officer | |||
Date: | February 5, 2014 | ||
By: /s/ John L. Calmes, Jr. | |||
John L. Calmes, Jr. | |||
Vice President and Chief Financial Officer | |||
Date: | February 5, 2014 |
1. | I have reviewed this quarterly report on Form 10-Q of World Acceptance Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated: | February 5, 2014 | /s/ A. A. McLean III |
A. A. McLean III | ||
Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of World Acceptance Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated: | February 5, 2014 | /s/ John L. Calmes, Jr. |
John L. Calmes, Jr. | ||
Vice President and Chief Financial Officer |
(1) | the Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2013, (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: | February 5, 2014 | /s/ A. A. McLean III |
A. A. McLean III | ||
Chief Executive Officer |
(1) | the Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2013, (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: | February 5, 2014 | /s/ John L. Calmes, Jr. |
John L. Calmes, Jr. | ||
Vice President and Chief Financial Officer |
1. | Consideration: In return for your agreement to the release provisions of this letter, World Acceptance will: |
a. | All stock options that have vested prior to the Termination Date will be exercisable for one (1) year from the Termination Date; and |
b. | Pay you a lump sum, pro-rated bonus for the Fiscal Year ending March 31, 2014, less FICA, state, and federal income tax withholding, provided the Company meets the corporate goals established by the Company’s Board of Directors for any bonus payments. The prorated bonus, if any, depending on meeting the corporate goals, will be paid on or before May 31, 2014; and |
c. | Allow you to purchase your Company-furnished automobile at World Acceptance’s calculated value; and |
d. | Allow you to keep your Company-furnish cellular telephone and to transfer the number to you, provided you pay the continuing costs of maintaining cell telephone service, following your Termination Date |
2. | Excess Benefits: This Agreement provides benefits in excess of benefits to which you would be entitled under any other WORLD ACCEPTANCE policies or severance plans, and these benefits are provided in lieu of any other payments not in addition to them. The benefits set forth in this Agreement are all the benefits you will receive as a result of your employment with and separation from WORLD ACCEPTANCE. |
3. | No Representations on Taxes: You agree and acknowledge that WORLD ACCEPTANCE has made no representations or warranties to you regarding the tax consequences of any funds received pursuant to this |
4. | Payment Schedule: No payments will be made hereunder until the expiration of the seven (7)-day Revocation Period described in paragraph twenty-six (26), provided that you have not exercised your right of revocation, as provided in paragraph twenty-six (26). |
5. | Release of All Claims: In return for the foregoing severance pay and except as stated in this paragraph 5, you do hereby release and forever discharge World Acceptance Corporation, its predecessors, successors, partners, joint ventures, affiliates, related corporations or companies, assigns, board members, officers, employees, agents, servants, insurers, and attorneys (herein “WORLD ACCEPTANCE” or “COMPANY”), from all manner of actions, causes of action, suits, debts, accounts, judgments, claims and demands whatsoever, legal, equitable, or administrative, including all claims for attorneys' fees, and including, but not limited to, any claim you have made or might have made under any state or federal law or regulation related to or arising either directly or indirectly from your relationship with WORLD ACCEPTANCE as an employee as of the date of this release based on any act or omission of the Company as of the execution of this agreement. Without limiting the broadness of the foregoing language, you agree to release WORLD ACCEPTANCE from claims under: |
• | local, state, or federal common law, statute, regulation, ordinance, or treaty; |
• | Title VII of the Civil Rights Act of 1964; |
• | Section 1981 of the Civil Rights Act of 1866; |
• | the Age Discrimination in Employment Act of 1967; |
• | the Americans with Disabilities Act of 1990; |
• | the Employee Retirement Income Security Act of 1974; |
• | the Health Insurance Portability and Accountability Act; |
• | the Occupational and Safety Health Act; |
• | the Fair Labor Standards Act; |
• | the Equal Pay Act; |
• | Executive Orders 11246 and 11141; |
• | the Worker Adjustment and Retraining Notification Act; |
• | the Rehabilitation Act of 1973; |
• | the South Carolina Constitution; |
6. | Covenant Not To Sue: You specifically agree not to attempt to institute any proceedings or pursue any action pursuant to any laws (state, local, or federal) with any agency or in any jurisdiction (state, local, or federal) based on your employment with or termination from WORLD ACCEPTANCE, except as required or protected by law or as excepted from the releases in paragraph 5 above. You covenant that you shall not, in any way, encourage or assist any person or entity (including, but not limited to, any past, present or future employee(s) of WORLD ACCEPTANCE) to take or participate in any such legal or administrative action against WORLD ACCEPTANCE, except as otherwise required or protected by law or as excepted from the releases in paragraph 5 above. Nothing in the Agreement shall be interpreted or applied in a manner that affects or limits your otherwise lawful ability to bring an administrative charge with the Equal Employment Opportunity Commission or other appropriate state or local comparable administrative agency; however, the parties agree that Your releases set forth in paragraph 5 mean that you are not, and will not, be entitled to any monetary or other comparable relief on your own behalf. Nothing in this Agreement shall be interpreted or applied in a manner that affects or limits your ability to challenge (with a lawsuit or administrative charge) the validity of your release of WORLD ACCEPTANCE in this Agreement. |
7. | Remedies For Your Breach: You agree that should you breach any part of this Agreement, you will forfeit and repay WORLD ACCEPTANCE for any payment made, or other consideration offered, pursuant to paragraph 1, and WORLD ACCEPTANCE’S obligation to make such payments or provide such consideration will be forever extinguished. In the event a challenge is made to the enforceability of some or all of the language in this Release, and a suit, demand, or claim is brought by you against any party released, the released party will be entitled to a set-off in the full amount of payments made upon this Release in any action brought. |
8. | Ongoing Indemnification and Insurance Coverage: Following the Termination Date, WORLD ACCEPTANCE shall provide You with directors’ and officers’ insurance coverage to the same extent as provided to other senior executives and directors of the Company. WORLD ACCEPTANCE shall also indemnify and hold You harmless and advance litigation expenses to You for acts and omissions in Your capacity as an officer or employee of the Company commensurate with the terms of such directors’ and officers’ insurance as may be in effect from time to time for other senior executives and directors of the Company. All such rights extended to You in Your capacity as an officer or employee shall continue following the Termination Date and shall inure to the benefit of Your heirs, executors and administrators. |
9. | Nonadmission: You agree and acknowledge that WORLD ACCEPTANCE does not admit, but expressly denies, any violation of any statute, regulation, or common law doctrine concerning your relationship with WORLD ACCEPTANCE and that this Release is not an admission or indication of any violation. |
10. | Nondisclosure of Settlement Terms: You agree that you will not disclose the terms of paragraph 1.a. and 1.b. of this Agreement to anyone, except those who need to know of its terms for the purpose of administering the Agreement, or unless you are compelled to do so by a court of competent jurisdiction. |
11. | Continuing Cooperation: You agree to provide continuing cooperation to WORLD ACCEPTANCE in the defense of any asserted or unasserted claims, charges, or lawsuits pending against WORLD ACCEPTANCE. |
12. | Restrictive Covenants: You agree to respect the confidentiality of WORLD ACCEPTANCE, its trademarks, trade secrets, and Confidential Information, and not to use or disclose them to anyone. You agree not to solicit World Acceptance’s Customers and/or Employees. The following definitions apply: |
a. | "Business of the Company" means offering short-term small loans, medium-term larger loans, related credit insurance products, ancillary products and services to individuals who have limited access to other sources of credit and offering income tax preparation services to World Acceptance’s customers and others. |
b. | “Competing Business” means any individual (including you), corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or other entity, regardless of form, that is directly engaged, in whole or in relevant part, in any business or enterprise which is the same as, or substantially the same as, the Business of the Company. |
c. | "Confidential Information" means information and the compilation of information created or gathered by the Company and related to the operation of the Company that derives economic value, actual or potential, from not being generally known to or readily available or ascertainable by other persons, companies, and competitors who can obtain economic value from its disclosure or use and which the Company endeavors to protect from disclosure or use. Assuming the foregoing criteria are met, Confidential Information includes, but is not limited to, information about the Company’s operations, products and services, research and development of the Company’s products or services, including all Company processes, the names and other listings of current or prospective Customers and Vendors (including contact information), proposals made to current or prospective Customers and Vendors or other information contained in offers or proposals to such Customers, the terms of any arrangements or agreements with Customers and Vendors, including the amounts paid for such services or how pricing was developed by the Company, the implementation of Customer-specific projects, the identity of Vendors and Vendor pricing information, the composition or description of future services that are or may be provided by the Company, the Company’s financial, marketing, and sales information, and technical expertise and know-how developed by the Company, including the unique manner in which the Company conducts its business. Confidential Information shall also include any information disclosed to the Company by a third party (including, but not limited to, current or prospective Customers) that the Company is obliged to treat as confidential. |
(1) | Is already known to the disclosed-to party prior to such disclosure, and is not obtained or derived, directly or indirectly, from the disclosing party; |
(2) | Is or becomes known or generally available in the public domain, other than through the Employee's act or default; or |
(3) | Is obtained from a third party lawfully in possession of the information, which is not subject to any non-disclosure or non-use obligations owed to the disclosing party or any third party. |
d. | "Customers" means those individuals, companies, or government entities for whom the Company has provided, or does provide, products or services in connection with the Business of the Company or whom the Company has solicited in connection with the Business of the Company. |
e. | “Material Business Contact” means contact that is intended to establish a new, or strengthen an existing, business relationship for the Company. |
f. | “Vendor” means any individual, company, or government entity that supplies materials or services to the Company in furtherance of the Business of the Company. |
13. | Current Outside Director Positions: Current outside director positions held by You do not constitute a breach of this Agreement. |
14. | Non-Solicitation of Customers: You agree that while employed by the Company, and for one (1) year following the termination of your employment, you will not, either on behalf of yourself or for any Competing Business, directly or indirectly solicit, divert, or appropriate, or attempt to solicit, divert, or appropriate any Customer with whom you have had Material Business Contact in the five (5)-year period preceding the termination of your employment for the purposes of providing products or services that are the same as or substantially similar to the Business of the Company. |
15. | Non-Solicitation of Employees: You agree that while employed by the Company and for two (2) years following the termination of your employment, you will not directly or indirectly solicit, recruit, or encourage current employees of the Company or any person who was an employee of the Company at any time when you were employed by the Company to provide to a Competing Business the same or substantially similar services they provided to the Company, where doing so would violate that person’s contractual obligations to the Company. |
16. | Non-Disclosure and Non-Use of Confidential Information and Trade Secrets: For a period of seven (7) years from the Termination Date, you will not disclose, use, reproduce, distribute, or otherwise disseminate the Company’s Confidential Information or take any action causing, or fail to take any action necessary, in order to prevent any such information to lose its character or cease to qualify as Confidential Information. You agree never to disclose, use, reproduce, distribute, or otherwise disseminate the Company’s trade secrets, as that term is defined under the South Carolina Trade Secrets Act, S.C. Code §39-8-10, et seq., or take any action causing or fail to take any action necessary in order to prevent any such information to lose its character or cease to qualify as a trade secret. You agree to report immediately to the Company any attempts by any other employees or third parties to improperly obtain Confidential Information. You agree to immediately notify the Company of any subpoenas or other legal process that requests Confidential Information or Trade Secrets, provide the Company with a copy of the legal documents, and consult with the Company’s legal department regarding the appropriate response. As set forth in paragraph 1(a), you agree to immediately return to the Company all property belonging to the Company, such as keys, credit cards, telephones, computers, and pagers, as well as all originals, copies, or other physical embodiments of the Company’s Confidential and Trade Secret Information (regardless of whether it is in paper, electronic, or other form), including any such information in any programs, business forms, manuals, correspondence, files, databases, or on computer disks or any other storage medium. |
17. | Order to Disclose: In the event that you are required by law or court order to reveal any Confidential Information or Trade Secrets, you agree to give prompt notice thereof to the Company and shall use your best efforts to disclose: (a) only such Confidential Information or Trade Secrets pursuant to a protective order which provides measures to maintain the confidential nature of the Confidential Information or Trade Secrets; (b) only that portion of the Confidential Information or Trade Secrets as is necessary to meet the requirements of such law or court order; and (c) such Confidential Information or Trade Secrets to only those persons, as required by such law or court order. |
18. | Mutual Non-Disparagement: Unless compelled to do so by a court of competent jurisdiction and, after giving notice to the Company by communicating with Marilyn M. Messer, Senior Vice President of Human, or her successor, you agrees that you will not, in any way, disparage the Company, any of its subsidiaries, or related companies, or any of its officers, directors, or employees. WORLD ACCEPTANCE agrees that its officers and directors will not make any statements that disparage You. |
19. | Assignment and Successorship: This Agreement, and the rights and obligations of the Company hereunder, may be assigned by the Company and shall inure to the benefit of and shall be enforceable by any such assignee, as well as any of the Company’s successors in interest or nominees. This Agreement, and the rights and obligations you have hereunder, may not be assigned by you. |
20. | Severability and Reformation: You and the Company agree that if any particular terms, paragraphs, subparagraphs, or portions of this Agreement are determined by an appropriate court to be invalid or unenforceable as written, they shall be modified, as necessary, and as permitted under the law to be made valid or enforceable, and such modification shall not affect the remaining provisions of this Agreement, or if they cannot be modified to be made valid or enforceable, then they shall be severed from this Agreement, and all remaining terms and provisions shall remain enforceable. |
21. | Choice of Law, Venue, and Jurisdiction: This Agreement shall be governed by the laws of the State of South Carolina, and any disputes under or challenges to this Agreement must be decided by an appropriate state or federal court in Greenville, South Carolina. You expressly consent to the personal jurisdiction of the South Carolina state and federal courts in Greenville for purposes of challenging or enforcing this Agreement and waive any objections or defenses to personal or subject matter jurisdiction or venue in any such proceeding before any such court. |
22. | Entire Agreement: This Agreement constitutes the entire understanding of the parties on the subject hereof and supersedes all prior understandings and instruments on such subjects. This Agreement may not be modified, other than by a written instrument executed by duly authorized representatives of the parties. |
23. | Waiver: The Waiver by the Company of any breach of this Agreement by you shall not be effective, unless in writing, and no such waiver with regards to you or any other person under a similar agreement shall operate or be construed as a waiver of the same type of breach or any other breach on a subsequent occasion by you or any other person or entity. |
24. | Binding on Successors: This Release is binding on your heirs, executors, administrators, successors, and assigns. |
25. | Attorneys’ Fees and Costs: This Release is in full settlement of any claim of attorneys' fees, costs and expenses. |
26. | Counterparts: This Agreement may be executed in Counterparts, any one of which need not contain the signatures of more than one party, but all of which, taken together, shall constitute one and the same Agreement. |
27. | YOU HAVE THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS RELEASE AND YOU ARE EXPECTED TO DO SO. YOU HAVE UP TO TWENTY-ONE (21) DAYS TO CONSIDER WHETHER YOU WANT TO ACCEPT THIS PROPOSAL. IF YOU AGREE, ON THE ADVICE OF COUNSEL, TO SIGN THIS RELEASE YOU MAY REVOKE THE RELEASE UP TO SEVEN (7) DAYS AFTER SIGNING IT (THE “REVOCATION PERIOD”) BY DELIVERING WRITTEN NOTICE OF YOUR REVOCATION IN PERSON TO SENIOR VICE PRESIDENT OF HUMAN RESOURCES, MARILYN M. MESSER, AT THE FOLLOWING ADDRESS: 108 FREDERICK STREET, GREENVILLE, SOUTH CAROLINA 29607. ANY REVOCATION SHALL NOT BE EFFECTIVE UNLESS ACTUALLY RECEIVED BY MARILYN M. MESSER WITHIN SEVEN (7) DAYS FOLLOWING THE DATE THAT YOU SIGN THE RELEASE. |
28. | Choice of Law: The terms of this Agreement shall be interpreted and governed by the laws of the State of South Carolina. |
29. | Internal Revenue Code Section 409A Compliance. The Agreement is intended to comply with the requirements of Code Section 409A and the Treasury Regulations and other guidance issued thereunder, as in effect from time to time. To the extent a provision of the Agreement is contrary to or fails to address the requirements of Code Section 409A and related Treasury Regulations, the Agreement shall be construed and administered as necessary to comply with such requirements to the extent allowed under applicable Treasury Regulations until the Agreement is appropriately amended to comply with such requirements. |
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