-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SsLEbnFXU4Ez0/zMzYaMV8yJQNTuI4P9tnnNiVDx3ea5cZR6ms3uDqlw7gbVqVf3 mI9LUNH7fPQxSMH83JB6qw== 0000950168-97-002326.txt : 19970818 0000950168-97-002326.hdr.sgml : 19970818 ACCESSION NUMBER: 0000950168-97-002326 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970815 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD ACCEPTANCE CORP CENTRAL INDEX KEY: 0000108385 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 570425114 STATE OF INCORPORATION: SC FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19599 FILM NUMBER: 97665004 BUSINESS ADDRESS: STREET 1: 108 FREDRICK STREET CITY: GREENVILLE STATE: SC ZIP: 29607 BUSINESS PHONE: 8642989800 MAIL ADDRESS: STREET 1: P O BOX 6429 CITY: GREENVILLE STATE: SC ZIP: 29606 10-Q 1 WORLD ACCEPTANCE 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT of 1934 For the transition period from to Commission File Number: 0-19599 WORLD ACCEPTANCE CORPORATION (Exact name of registrant as specified in its charter.) South Carolina 57-0425114 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 108 Frederick Street Greenville, South Carolina 29607 (Address of principal executive offices) (Zip Code) (864) 298-9800 (registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No Indicate the number of shares outstanding of each of issuer's classes of common stock, as of the latest practicable date, August 12, 1996. Common Stock, no par value 18,949,573 (Class) (Outstanding) 1 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, 1997 and March 31, 1997 3 Consolidated Statements of Operations for the three months ended June 30, 1997 and June 30, 1996 4 Consolidated Statements of Shareholders' Equity for the year ended March 31, 1997 and the three months ended June 30, 1997 5 Consolidated Statements of Cash Flows for the three months ended June 30, 1997 and June 30, 1996 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial 8 Condition and Results of Operations for the three months ended June 30, 1997 and June 30, 1996 PART II - OTHER INFORMATION Item 1. Legal Proceedings 11 Item 2. Changes in Securities 11 Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 14
2 WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED)
June 30, March 31, 1997 1997 ASSETS Cash $ 2,250,757 1,486,073 Gross loans receivable 115,916,435 113,439,027 Less: Unearned interest and fees (25,052,407) (23,899,194) Allowance for loan losses (6,433,534) (6,283,459) ------------ ------------- Loans receivable, net 84,430,494 83,256,374 Property and equipment, net 6,248,953 6,102,125 Other assets, net 2,105,257 2,201,757 Intangible assets, net 8,768,560 9,117,033 ------------ ------------- $ 103,804,021 102,163,362 ============ ============= LIABILITIES & SHAREHOLDERS' EQUITY Liabilities: Senior notes payable 60,100,000 58,200,000 Other note payable 482,000 482,000 Accounts payable and accrued expenses 2,554,510 4,517,899 ------------ ------------- Total liabilities 63,136,510 63,199,899 ------------ ------------- Shareholders' equity: Common stock, no par value - - Additional paid-in capital 678,927 625,592 Retained earnings 39,988,584 38,337,871 ------------ ------------- Total shareholders' equity 40,667,511 38,963,463 ------------ ------------- $ 103,804,021 102,163,362 ============ =============
See accompanying notes to consolidated financial statements. 3 WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended June 30, 1997 1996 Revenues: Interest and fee income $ 17,030,710 15,298,781 Insurance and other income 1,952,921 2,007,685 ------------ ------------ Total revenues 18,983,631 17,306,466 ------------ ------------ Expenses: Provision for loan losses 2,695,653 2,245,665 ------------ ------------ General and administrative expenses: Personnel 7,969,360 6,805,986 Occupancy and equipment 1,420,299 1,207,608 Data processing 296,062 261,065 Advertising 712,482 588,236 Amortization of intangible assets 485,473 693,443 Other 1,740,113 1,450,998 ------------ ------------ 12,623,789 11,007,336 Interest expense 1,181,476 879,524 ----------- ------------ Total expenses 16,500,918 14,132,525 ------------ ------------ Income before income taxes 2,482,713 3,173,941 Income taxes 832,000 1,110,000 -------------- -------------- Net income $ 1,650,713 2,063,941 ============ ============ Net income per common share: Primary $ ,09 .10 ============ ============ Fully diluted $ .09 .10 ============ ============ Weighted average common equivalent shares outstanding: Primary 19,149,555 20,812,243 ============ ============ Fully diluted 19,182,297 20,812,243 ============ ============
See accompanying notes to consolidated financial statements. 4 WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
Additional Paid-in Retained Capital Earnings Total Balances at March 31, 1996 $ 14,625,136 30,254,532 44,879,668 Proceeds from exercise of stock options (60,000 shares), including tax benefit of $66,469 259,294 - 259,294 Common stock repurchases (1,810,000 shares) (14,258,838) (14,258,838) Net income - 8,083,339 8,083,339 ----------- ----------- ----------- Balances at March 31, 1997 $ 625,592 38,337,871 38,963,463 Proceeds from exercise of stock options (13,000 shares), including tax benefit of $15,418 53,335 - 53,335 Net income - 1,650,713 1,650,713 ----------- ----------- ----------- Balances at June 30, 1997 $ 678,927 39,988,584 40,667,511 =========== ========== ==========
See accompanying notes to consolidated financial statements. 5 WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three months ended June 30, 1997 1996 Cash flows from operating activities: Net income $ 1,650,713 2,063,941 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 2,695,653 2,245,665 Amortization of intangible assets 485,473 693,443 Amortization of loan costs and discounts 26,210 8,210 Depreciation 354,622 315,190 Change in accounts: Other assets, net 70,290 (561,300) Accounts payable and accrued expenses (1,947,971) (838,061) ------------ ------------ Net cash provided by operating activities 3,334,990 3,927,088 ----------- ----------- Cash flows from investing activities: Increase in loans, net (3,562,509) (4,257,382) Net assets acquired from office acquisitions, primarily loans (307,264) (438,920) Purchases of premises and equipment (501,450) (797,790) Purchases of intangible assets (137,000) (398,334) Repurchase of common stock - (7,051,910) ----------- ------------ Net cash used by investing activities (4,508,223) (12,944,336) ----------- ----------- Cash flows from financing activities: Proceeds from senior notes payable, net 1,900,000 8,750,000 Proceeds from exercise of stock options 37,917 4,380 ----------- ----------- Net cash provided by financing activities 1,937,917 8,754,380 ----------- ----------- Increase (decrease) in cash 764,684 (262,868) Cash, beginning of period 1,486,073 1,693,747 ----------- ----------- Cash, end of period $ 2,250,757 1,430,879 =========== =========== Supplemental disclosure of cash flow information: Cash paid for interest expense $ 1,463,783 1,163,961 Cash paid for income taxes 1,699,335 1,490,618 Supplemental schedule of noncash financing activities: Tax benefits from exercise of stock options 15,418 3,451
See accompanying notes to consolidated financial statements. 6 WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1997 NOTE 1 - BASIS OF PRESENTATION The consolidated financial statements of the Company at June 30, 1997, and for the period then ended were prepared in accordance with the instructions for Form 10-Q and are unaudited; however, in the opinion of management, all adjustments (consisting only of items of a normal recurring nature) necessary for a fair presentation of the financial position at June 30, 1997, and the results of operations and cash flows for the period then ended, have been included. The results for the period ended June 30, 1997, are not necessarily indicative of the results that may be expected for the full year or any other interim period. These consolidated financial statements do not include all disclosures required by generally accepted accounting principles and should be read in conjunction with the Company's audited financial statements and related notes for the year ended March 31, 1997, included in the Company's 1997 Annual Report to Shareholders. NOTE 2 - ALLOWANCE FOR LOAN LOSSES The following is a summary of the changes in the allowance for loan losses for the periods indicated (unaudited):
Three months ended June 30, 1997 1996 Balance at beginning of period $ 6,283,459 5,006,703 Provision for loan losses 2,695,653 2,245,665 Loan losses (2,814,649) (2,235,375) Recoveries 253,027 189,124 Allowance on acquired loans 16,044 24,054 ----------- ---------- Balance at end of period $ 6,433,534 5,230,171 =========== =========
NOTE 3 - PARADATA FINANCIAL SYSTEMS (PARADATA) On April 7, 1993, the Company completed the purchase of substantially all of the assets of ParaData. ParaData has developed and markets a proprietary data processing software package for use in the finance industry. The Company converted its consumer finance offices to this system in the fourth quarter of fiscal 1994. The following statement of operations data for ParaData was included in the Consolidated Statement of Operations for the three-month periods ending June 30, 1997 and 1996 (unaudited):
1997 1996 --------- ------- Sales and system support $ 407,369 506,099 Cost of sales 88,013 126,672 --------- ------- Net margin (included in other income) 319,356 379,427 General and administrative expenses Personnel 215,860 275,588 Occupancy and equipment 66,261 65,735 Advertising 250 4,071 Amortization of intangibles 7,189 7,189 Other 39,770 49,277 --------- --------- 329,330 401,860 Interest expense - - --------- ------ Net loss before taxes $ 9,974 22,433 ========= =========
7 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, 1997 1996 (Dollars in thousands) Average gross loans receivable (1) $ 114,347 101,681 Average loans receivable (2) 89,072 80,144 Expenses as a % of total revenue: Provision for loan losses 14.2% 13.0% General and administrative 66.5% 63.6% Total interest expense 6.2% 5.1% Operating margin (3) 19.3% 23.4% Return on average assets (annualized) 6.4% 9.1% Offices opened or acquired, net 13 14 Total offices (at period end) 349 296
(1) Average gross loans receivable have been determined by averaging month-end gross loans receivable over the indicated period. (2) Average loans receivable have been determined by averaging month-end gross loans receivable less unearned interest and deferred fees over the indicated period. (3) Operating margin is computed as total revenues less provision for loan losses and general and administrative expenses, as a percentage of total revenue. Comparison of Three Months Ended June 30, 1997, Versus Three Months Ended June 30, 1996 Net income amounted to $1,651,000 for the three months ended June 30, 1997, a 20.0% decrease from the $2,064,000 earned during the corresponding three-month period of the previous year. This decrease resulted from a decrease in operating income (revenues less provision for loan losses and general and administrative expenses) of approximately $389,000, or 9.6%, and an increase in interest expense of approximately $302,000. These reductions were partially offset by a decrease in income tax expense. 8 WORLD ACCEPTANCE CORPORATION MANAGEMENTS' DISCUSSION AND ANALYSIS, CONTINUED Comparison of Three Months Ended June 30, 1997, Versus Three Months Ended June 30, 1996, continued Interest and fee income for the quarter ended June 30, 1997, increased by $1,732,000, or 11.3%, over the same period of the prior year. This increase resulted from an $8.9 million, or 11.1%, increase in average loans receivable over the two corresponding periods. Insurance commissions and other income decreased by $55,000, or 2.7%, over the two quarters. This decrease is due to a decrease in loan volume in those states where credit insurance products may be marketed. Total revenues amounted to $19.0 million during the quarter ended June 30, 1997, representing a 9.7% increase over the $17.3 million for the corresponding quarter of the previous year. Revenues from the 275 offices open throughout both quarters decreased by approximately 4.1%, primarily due to reduced balances of loans receivable in those offices. At June 30, 1997, the Company had 349 offices in operation, an increase of 13 offices from March 31, 1997. The provision for loan losses during the quarter ended June 30, 1997 increased by $450,000, or 20.0%, from the same quarter last year. This increase resulted from a combination of increases in both the general allowance for loan losses and the amount of loans charged off. As a percentage of gross loans outstanding, the allowance for loan losses increased from 5.0% at June 30, 1996 to 5.6% at June 30, 1997. Net charge-offs for the current quarter amounted to $2,562,000, a 25.2% increase over the $2,046,000 charged off during the same quarter of fiscal 1997, and annualized net charge-offs as a percentage of average loans increased to 11.5% for the current quarter from 10.2% for the previous year quarter. While these percentages represent an increase over the corresponding quarterly periods, the current quarters charge-offs reflect improvement over the two prior quarters. However, until delinquencies and charge-offs return to historical levels, the results of operations of the Company's small loan business will continue to be negatively affected. General and administrative expenses for the quarter ended June 30, 1997, increased by $1,616,000, or 14.7%, over the same quarter of fiscal 1997. This increase resulted from the additional general and administrative expenses associated with the 53 new offices opened or acquired between June 30, 1996, and 1997. Overall, general and administrative expenses, when divided by average open offices, decreased by approximately 3.5% when comparing the two quarterly periods; and, as a percentage of total revenue, increased from 63.6% during the prior year quarter to 66.5% during the most recent quarter. Interest expense increased by $302,000, or 34.3%, primarily as a result of the additional debt incurred to fund the stock repurchase program during the prior year. The Company's effective income tax rate decreased to 33.5% during the current quarter compared to 35.0% during the same quarter of the prior year. The current 33.5% reflects a more accurate annualized rate than the prior year quarter. The actual tax rate for fiscal 1997 was 32.8%. Liquidity and Capital Resources The Company's primary sources of funds are cash flow from operations and borrowings under its revolving credit agreement. The Company's primary ongoing cash requirements are funding the opening and operation of new offices, funding overall growth of loans outstanding and the repayment of existing debt. 9 WORLD ACCEPTANCE CORPORATION MANAGEMENTS' DISCUSSION AND ANALYSIS, CONTINUED The Company has a $50.0 million revolving credit agreement and $12.0 million of senior term notes outstanding with institutional lenders. The term notes provide for interest payments to be made semi-annually at a fixed rate of 8.5% with annual principal payments of $4.0 million to be made each year (the next payment being due on December 1, 1997). The revolving credit facility expires on November 30, 1998, and bears interest, at the Company's option, at the agent's prime rate or LIBOR plus 1.60%. At June 30, 1997, the interest rate under the revolving credit facility was 8.50%, and the Company's outstanding balance under this facility was $48.1 million, leaving $1.9 million in borrowing availability under existing borrowing base limitations, which are based on eligible loans receivable. Borrowings under the revolving credit agreement and the term notes are secured by a lien on substantially all the tangible and intangible assets of the Company and its subsidiaries pursuant to various security agreements. On July 3, 1997, through a private placement transaction, the Company issued $10 million of 10% subordinated notes. These notes mature on June 1, 2004, and have 5 annual installments of $2 million each beginning June 1, 2000. Simultaneously, with the issuance of these notes, the Company added an additional bank to its revolving credit facility and increased availability under that facility by an additional $15 million. The expiration date of this facility was also extended to September 30, 1999, at the same time. The Company believes that the cash flow from operations and borrowings under its revolving credit facility will be adequate to fund the principal payments due under the term notes and fund the expected cost of opening and operating new offices, including funding initial operating losses of new offices and loans receivable originated by those offices and the Company's other offices. Inflation The Company does not believe that inflation has a material adverse effect on its financial condition or results of operations. The primary impact of inflation on the operations of the Company is reflected in increased operating costs. While increases in operating costs would adversely affect the Company's operations, the consumer lending laws of three of the six states in which the Company currently operates allow indexing of maximum loan amounts to the Consumer Price Index. These provisions will allow the Company to make larger loans at existing interest rates, which could offset the effect of inflationary increases in operating costs. Seasonality The Company's loan volume and corresponding loans receivable follow seasonal trends. The Company's highest loan demand occurs each year from October through December, its third fiscal quarter. Loan demand is generally the lowest and loan repayment is highest from January to March, its fourth fiscal quarter. Loan volume and average balances remain relatively level during the remainder of the year. This seasonal trend causes fluctuations in the Company's cash needs and quarterly operating performance through corresponding fluctuations in interest and fee income and insurance commissions earned, since unearned interest and insurance income are accreted to income on a collection method. Consequently, operating results for the Company's third fiscal quarter are significantly lower than in other quarters and operating results for its fourth fiscal quarter are generally higher than in other quarters. 10 WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company and its Georgia subsidiary are named as co-defendants with a number of other finance companies, jewelry and furniture retailers, and insurance companies in a consolidated action, currently pending in U.S. District Court in Alabama under the caption In re Consolidated "Non-filing Insurance" Fee Litigation (Multidistrict Litigation Docket No. 1130, U. S. District Court, Middle District of Alabama, Northern Division). The consolidated action involves the defendants' non-file insurance practices. The complaint alleges, among other things, that the defendants' non-file insurance coverages do not constitute true insurance, and that the defendants' practices with respect to non-file insurance constitute alleged federal truth-in-lending, RICO and antitrust violations. The complaint has been certified as a nationwide class action and seeks to recover money damages and injunctive relief. The complaint was filed on April 18, 1995, the Company has filed an answer and the parties are in the discovery process. The Company has been advised that certain of the defendants in the case have agreed to settle the claims made against them by paying money damages to the plaintiffs. The Company has also been advised that certain of the settling defendants' has agreed to change their non-file insurance practices. If the Company's non-file insurance practices are found to be improper, the Company could be required to refund non-file insurance fees, pay other significant damages to the plaintiffs, and change its non-file insurance practices going forward, and, as a result, the Company could experience a reduction in future income. The Company has been named as a defendant in an action, Turner v. World Acceptance Corp. pending in District Court for the Fourteenth Judicial District, Tulsa County, Oklahoma (No. CJ-97-1921). The action was commenced against the company on May 20, 1997, names numerous other consumer finance companies as defendants, and seeks certification as a statewide class action. The action alleges that World and other consumer finance defendants collected excess finance charges in connection with refinancing certain consumer loans in Oklahoma and seeks money damages and an injunction against further collection of such charges. The Company has filed an answer in the action denying liability, and discovery has not commenced. The plaintiff's claim is based on a recent opinion of the Oklahoma Attorney General interpreting a provision of the Oklahoma Consumer Credit Code with respect to the permitted amount of certain loan refinance charges in a manner contrary to prior regulatory practice in Oklahoma. Enforcement of the Oklahoma Attorney General's opinion has been enjoined, and such action is currently pending before the Oklahoma Supreme Court. In addition, the State of Oklahoma has recently enacted legislation to clarify the interpretation of the disputed provision of the Oklahoma Consumer Credit Code consistent with prior regulatory practice. World intends to vigorously defend this action. From time to time the Company is involved in other routine litigation relating to claims arising out of its operations in the normal course of business. The Company believes that it is not presently a party to any such other pending legal proceedings that would have a material adverse effect on its financial condition. Management's statement of expectation with respect to litigation may be deemed a forward-looking statement, within the meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), and no assurance can be given that management's expectation will prove correct, as such expectation is subject to certain risks, uncertaintities and assumptions based on the preliminary nature of the actions and the vagaries of litigation generally. Should one or more of these risks materialize or should underlying assumptions prove incorrect, the actual outcome of this litigation could differ materially from management's expectation. Item 2. Changes in Securities None. The Company's credit agreements contain certain restrictions on the payment of cash dividends on its capital stock. 11 WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES PART II. OTHER INFORMATION, CONTINUED Item 6. Exhibits and Reports on Form 8-K (a) Exhibits:
Previous Company Exhibit Exhibit Registration Number Description Number No. or Report 3.1 Second Amended and Restated Articles of Incorporation of the 3.1 1992 10-K Company 3.2 First Amendment to Second Amended and Restated Articles 3.2 1995 10-K of Incorporation 3.3 Amended Bylaws of the Company 3.4 33-42879 4.1 Specimen Share Certificate 4.1 33-42879 4.2 Articles 3, 4 and 5 of the Form of Company's Second 3.1, 3.2 1995 10-K Amended and Restated Articles of Incorporation 4.3 Article II, Section 9 of the Company's Second Amended 3.2 1995 10-K and Restated Bylaws 4.4 Revolving Credit Agreement, dated as of December 1, 1992, 4.6 33-61524 between Harris Trust and Savings Bank, the Banks signatory thereto from time to time and the Company 4.5 First Amendment re: Note Agreements, Revolving Credit 4.5 1994 10-K Agreement and Security Agreement, Pledge and Indenture of Trust, dated as of April 2, 1993, between the Company and the Banks signatory thereto 4.6 Second Amendment to Revolving Credit Agreement, dated as 4.6 1994 10-K of September 1, 1993, between the Company and the Banks signatory thereto 4.7 Third Amendment to Credit Agreement/Second Amendment to 4.7 1995 10-K Revolving Credit Notes, dated as of November 1, 1994, between the Company and the Banks signatory thereto 4.8 Third (sic) Amendment to Credit Agreement, dated as of March 4.8 1995 10-K 13, 1995, between the Company and the Banks signatory thereto 4.9 Fifth Amendment to Credit Agreement, dated as of June 30, 1995 4.9 1996 10-K 4.10 Sixth Amendment to Credit Agreement, dated as of September 4.10 1996 10-K 1, 1995 4.11 Seventh Amendment to Credit Agreement, dated as of November 4.11 1996 10-K 1, 1995 4.12 Eighth Amendment to Credit Agreement, dated as of June 4.12 1996 10-K 1, 1996 4.13 Ninth Amendment to Credit Agreement, dated as of December 4.13 1997 10-K 2, 1996 4.14 Tenth Amendment to Credit Agreement, dated as of March 4.14 1997 10-K 31, 1997 12 4.15 Term Note Agreement, dated as of December 1, 1992, between 4.7 33-61524 Jefferson-Pilot Life Insurance Company and the Company 4.16# Term Note Agreement, dated as of December 1, 1992, between NA NA Principal Mutual Life Insurance Company and the Company 4.17 First Amendment to Note Agreements, dated November 1, 1994, 4.11 1995 10-K between Principal Mutual Life Insurance Company, Jefferson- Pilot Life Insurance Company and the Company 4.18 Third Amendment to Note Agreements, dated June 30, 1995, 4.18 1997 10-K among the Company and Principal Mutual Life Insurance Company and Jefferson Pilot Life Insurance Company 4.19 Security Agreement, Pledge and Indenture of Trust, dated as 4.9 33-61524 of December 1, 1992, between the Company and Harris Trust and Savings Bank, as Security Trust 4.20 Second Amendment to Security Agreement, Pledge and Indenture 4.10 1994 10-K of Trust, dated as of September 1, 1993, between the Company and Harris Trust and Savings Bank, as Security Trustee 4.21 Third Amendment to Security Agreement, Pledge and Indenture 4.18 1996 10-K of Trust, dated as of June 30, 1995 4.22 Fourth Amendment to Security Agreement, Pledge and Indenture 4.19 1996 10-K of Trust, dated as of November 1, 1995 4.23 Fifth Amendment to Security Agreement, Pledge and Indenture 4.20 1996 10-K of Trust, dated as of June 1, 1996 4.24 Sixth Amendment to Security Agreement, Pledge and Indenture 4.24 1997 10-K of Trust, dated as of December 2, 1996 10.1+ Employment Agreement of Charles D. Walters, effective April 1, 10.1 1994 10-K 1994 10.2+ Employment Agreement of A. Alexander McLean, III, effective 10.2 1994 10-K April 1, 1994 10.3+ Employment Agreement of R. Harold Owens, effective June 26, 10.3 1995 10-K 1995 10.4 Securityholders' Agreement, dated as of September 19, 1991, 10.5 33-42879 between the Company and certain of its securityholders 10.5+ 1992 Stock Option Plan of the Company 4 33-52166 10.6+ 1994 Stock Option Plan of the Company, as amended 10.6 1995 10-K 10.7+ The Company's Executive Incentive Plan 10.6 1994 10-K 10.8+ The Company's Executive Strategic Incentive Plan 10.8 1995 10-K 10.9+ Amendment No. 1, dated as of April 1, 1996, to the Executive 10.9 1996 10-K Strategic Incentive Plan
# Omitted from filing -- substantially identical to immediately preceding exhibits, except for the parties thereto and the principal amount involved. + Management contract or other compensatory plan required to be filed under Item 14(c) of this report and Item 601 of Regulation S-K. (b) Reports on Form 8-K. There were no reports filed on Form 8-K during the quarter ended June 30, 1996. 13 WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WORLD ACCEPTANCE CORPORATION Dated: August 12, 1997 /s/ C. D. Walters --------------------- C. D. Walters, Chairman, and Chief Executive Officer Dated: August 12, 1997 /s/ A. A. McLean III ------------------------ A. A. McLean III, Executive Vice President and Chief Financial Officer 14 EX-27 2 EXHIBIT 27
5 1,000 3-MOS MAR-31-1998 APR-01-1997 JUN-30-1997 2,251 0 90,864 6,434 0 86,681 6,249 0 103,804 2,554 60,582 0 0 40,668 0 103,804 0 18,984 0 0 12,624 2,696 1,181 2,483 832 1,651 0 0 0 1,651 .09 .09
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