NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – BASIS OF PRESENTATION
The consolidated financial statements of the Company at
June 30, 2017
, and for the
three
months 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, 2017
, and the results of operations and cash flows for the periods ended
June 30, 2017
and
2016
, have been included. The results for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period.
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.
The consolidated financial statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the fiscal year ended
March 31, 2017
, included in the Company’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2017
, as filed with the SEC.
NOTE 2 – SUMMARY OF SIGNIFICANT POLICIES
Nature of Operations
The Company is a small-loan consumer finance company headquartered in Greenville, South Carolina that offers short-term small loans, medium-term larger loans, related credit insurance products and ancillary products and services to individuals who have limited access to other sources of consumer credit. In U.S. branches, the Company offers income tax return preparation services to its loan customers and other individuals.
Seasonality
The Company's loan volume and corresponding loans receivable follow seasonal trends. The Company's highest loan demand generally occurs from October through December, its third fiscal quarter. Loan demand is generally lowest and loan repayment highest from January to March, its fourth fiscal quarter. Loan volume and average balances remain relatively level during the remainder of the year. Consequently, the Company experiences significant seasonal fluctuations in its operating results and cash needs. Operating results for the Company's third fiscal quarter are generally lower than in other quarters and operating results for its fourth fiscal quarter are generally higher than in other quarters.
Recently Adopted Accounting Standards
Improvements to Employee Share-Based Payment Accounting
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies the accounting for share-based payment transactions, income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public companies the amendments in this ASU became effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. The Company adopted ASU No. 2016-09 as of April 1, 2017. Adoption of the guidance impacted the Company's accounting practices in the following ways:
|
|
•
|
The Company elected to account for forfeitures as they occur, and, in accordance with the modified retrospective approach specified in ASU 2016-09, the Company recorded a cumulative effect reclassification between retained earnings and additional paid-in capital as of the beginning of the adoption year of approximately
$2.4 million
. The reclassification was needed to reflect deferred tax expense incurred prior to adoption, which had historically been charged to additional paid-in capital, in retained earnings.
|
|
|
•
|
The Company will recognize all excess tax benefits and deficiencies as income tax benefit or expense, respectively, in the income statement. The Company will recognize excess tax benefits or shortfalls regardless of whether the transaction reduces taxes payable in the current period. The Company did not record a cumulative adjustment related to this guidance, which is consistent with the prospective approach specified in ASU 2016-09.
|
|
|
•
|
The Company will combine excess tax benefits from equity awards with other income tax cash flows and will classify such cash flows as an operating activity. The Company will classify cash paid when directly withholding shares for tax-withholding purposes as a financing activity. The Company will apply this guidance prospectively, as specified in ASU 2016-09.
|
The adoption of this guidance did not have a significant impact on the Company's consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted
Scope of Modification Accounting
In May 2017, the FASB issued ASU No. 2017-09, Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. According to ASU No. 2017-09 an entity should account for the effects of a modification unless all the following are met:
|
|
1.
|
The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified.
|
|
|
2.
|
The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified.
|
|
|
3.
|
The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.
|
The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements.
Simplifying the Test for Goodwill Impairment
In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. ASU No. 2017-04 eliminates Step 2 from the goodwill impairment test. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU No. 2017-04 also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. The amendments in this Update are effective for public entities who are SEC filers for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements.
Clarifying the Definition of a Business
In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business. Current GAAP does not specify the minimum inputs and processes required for a "set" of assets and activities to meet the definition of a business. That lack of clarity led to broad interpretations of the definition of a business. The amendments in this Update provide a more robust framework to use in determining when a set of assets and activities is a business. For public business entities the amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements.
Restricted Cash
In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash. GAAP currently does not include specific guidance to address how to classify and present changes in restricted cash or restricted cash equivalents that occur when there are transfers between cash, cash equivalents, and restricted cash or restricted cash equivalents and when there are direct cash receipts into restricted cash or restricted cash equivalents or direct cash payments made from restricted cash or restricted cash equivalents. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. For public business entities the amendments are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted,
including adoption in an interim period. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements.
Intra-Entity Transfers of Assets Other Than Inventory
In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. This prohibition on recognition is an exception to the principle of comprehensive recognition of current and deferred income taxes in GAAP. The amendments in this Update eliminate the exception for an intra-entity transfer of an asset other than inventory. For public business entities the amendments are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements.
Classification of Certain Cash Receipts and Cash Payments
In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. The amendment addresses the following eight specific cash flow issues with the objective of reducing the existing diversity in practice:
|
|
•
|
Debt Prepayment or Debt Extinguishment Costs
|
|
|
•
|
Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing
|
|
|
•
|
Contingent Consideration Payments Made after a Business Combination
|
|
|
•
|
Proceeds from the Settlement of Insurance Claims
|
|
|
•
|
Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned Life Insurance Policies
|
|
|
•
|
Distributions Received from Equity Method Investees
|
|
|
•
|
Beneficial Interests in Securitization Transactions
|
|
|
•
|
Separately Identifiable Cash Flows and Application of the Predominance Principle
|
For public business entities the amendments are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements.
Measurement of Credit Losses on Financial Instruments
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses. The amendment seeks to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For public business entities the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements. The adoption of this ASU could have a material impact on the provision for loan losses in the consolidated statements of operations and allowance for loan losses in the consolidated balance sheets.
Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing
In April 2016, the FASB issued ASU No. 2016-10, Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements.
Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations, which clarifies the implementation of the guidance on principal versus agent considerations from ASU 2014-09, Revenue from Contracts with Customers. ASU 2016-08 does not change the core principle of the guidance in ASU 2014-09, but rather clarifies the distinction between principal versus agent considerations when implementing ASU 2014-09. As these are technical corrections and improvements only, the Company does not believe this ASU will have a material effect on its consolidated financial statements.
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The ASU will require lessees to recognize assets and liabilities on leases with terms greater than 12 months and to disclose information related to the amount, timing and uncertainty of cash flows arising from leases, including various qualitative and quantitative requirements. The amendments of this ASU become effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements. We expect the standard to have an impact on our assets and liabilities for the addition of right-of-use assets and lease liabilities, but we do not expect it to have a material impact to our results of operations or liquidity.
Recognition and Measurement of Financial Assets and Financial Liabilities
In January 2016, the FASB issued ASU 2016-01, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019 and early adoption is not permitted. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements.
Revenue from Contracts with Customers
In May 2014, the FASB issued ASU No. 2014-09, which supersedes the revenue recognition requirements Topic 605 (Revenue Recognition), and most industry-specific guidance. ASU No. 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU No. 2014-09, as amended by ASU 2015-14 and ASU 2016-20, is effective for fiscal years, and interim periods, beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning after December 15, 2016. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements. We believe the adoption of this update will not have a material impact on our consolidated financial statements due to our interest and fees income not being in the scope of this update.
We reviewed all other newly issued accounting pronouncements and concluded that they are either not applicable to our business or are not expected to have a material effect on the consolidated financial statements as a result of future adoption.
NOTE 3 – FAIR VALUE
Fair Value Disclosures
The Company may carry certain financial instruments and derivative assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Company determines the fair values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Financial assets and liabilities measured at fair value are grouped in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:
|
|
•
|
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.
|
The Company’s financial instruments for the periods reported consist of the following: cash and cash equivalents, loans receivable, and senior notes payable. Fair value approximates carrying value for all of these instruments. Loans receivable are originated at prevailing market rates and have an average life of approximately
eight months
. Given the short-term nature of these loans, they are continually repriced at current market rates. The Company’s revolving credit facility has a variable rate based on a margin over LIBOR and reprices with any changes in LIBOR. The Company also considers its creditworthiness in its determination of fair value.
The carrying amount and estimated fair values of the Company’s financial instruments summarized by level are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
March 31, 2017
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
ASSETS
|
|
|
|
|
|
|
|
Level 1 inputs
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
14,542,511
|
|
|
$
|
14,542,511
|
|
|
$
|
15,200,410
|
|
|
$
|
15,200,410
|
|
Level 3 inputs
|
|
|
|
|
|
|
|
Loans receivable, net
|
721,060,225
|
|
|
721,060,225
|
|
|
695,700,589
|
|
|
695,700,589
|
|
LIABILITIES
|
|
|
|
|
|
|
|
Level 3 inputs
|
|
|
|
|
|
|
|
Senior notes payable
|
300,550,000
|
|
|
300,550,000
|
|
|
295,136,200
|
|
|
295,136,200
|
|
There were no significant assets or liabilities measured at fair value on a non-recurring basis as of
June 30, 2017
or
March 31, 2017
.
NOTE 4 – FINANCE RECEIVABLES AND ALLOWANCE FOR LOAN LOSSES
The following is a summary of gross loans receivable as of:
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2017
|
|
March 31,
2017
|
|
June 30,
2016
|
|
|
|
|
|
|
Small loans (U.S.)
|
$
|
662,747,809
|
|
|
630,802,614
|
|
|
669,679,726
|
|
Large loans (U.S.)
|
318,923,824
|
|
|
312,458,275
|
|
|
315,551,585
|
|
Sales finance loans (U.S.)
(1)
|
26,049
|
|
|
54,247
|
|
|
783,520
|
|
Payroll deduct "Viva" loans (Mexico)
|
78,585,491
|
|
|
69,087,314
|
|
|
56,866,053
|
|
Traditional installment loans (Mexico)
|
50,088,812
|
|
|
47,401,682
|
|
|
44,621,298
|
|
Total gross loans
|
$
|
1,110,371,985
|
|
|
1,059,804,132
|
|
|
1,087,502,182
|
|
|
|
(1)
|
The Company decided to wind down the World Class Buying Club program during the third quarter of fiscal 2015. As of March 31, 2015, the Company is no longer financing the purchase of products through the program; however, the Company will continue to service the outstanding retail installment sales contracts.
|
The following is a summary of the changes in the allowance for loan losses for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
2017
|
|
2016
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
72,194,892
|
|
|
69,565,804
|
|
Provision for loan losses
|
|
30,840,058
|
|
|
32,014,277
|
|
Loan losses
|
|
(31,177,464
|
)
|
|
(32,694,842
|
)
|
Recoveries
|
|
4,208,634
|
|
|
3,722,398
|
|
Translation adjustment
|
|
460,128
|
|
|
(614,577
|
)
|
Balance at end of period
|
|
$
|
76,526,248
|
|
|
71,993,060
|
|
The following is a summary of loans individually and collectively evaluated for impairment for the period indicated:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
Loans individually
evaluated for
impairment
(impaired loans)
|
|
Loans collectively
evaluated for
impairment
|
|
Total
|
Gross loans in bankruptcy, excluding contractually delinquent
|
$
|
4,712,263
|
|
|
—
|
|
|
4,712,263
|
|
Gross loans contractually delinquent
|
55,434,126
|
|
|
—
|
|
|
55,434,126
|
|
Loans not contractually delinquent and not in bankruptcy
|
—
|
|
|
1,050,225,596
|
|
|
1,050,225,596
|
|
Gross loan balance
|
60,146,389
|
|
|
1,050,225,596
|
|
|
1,110,371,985
|
|
Unearned interest and fees
|
(15,137,719
|
)
|
|
(297,647,793
|
)
|
|
(312,785,512
|
)
|
Net loans
|
45,008,670
|
|
|
752,577,803
|
|
|
797,586,473
|
|
Allowance for loan losses
|
(40,496,678
|
)
|
|
(36,029,570
|
)
|
|
(76,526,248
|
)
|
Loans, net of allowance for loan losses
|
$
|
4,511,992
|
|
|
716,548,233
|
|
|
721,060,225
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
Loans individually
evaluated for
impairment
(impaired loans)
|
|
Loans collectively
evaluated for
impairment
|
|
Total
|
Gross loans in bankruptcy, excluding contractually delinquent
|
$
|
4,903,728
|
|
|
—
|
|
|
4,903,728
|
|
Gross loans contractually delinquent
|
54,310,791
|
|
|
—
|
|
|
54,310,791
|
|
Loans not contractually delinquent and not in bankruptcy
|
—
|
|
|
1,000,589,613
|
|
|
1,000,589,613
|
|
Gross loan balance
|
59,214,519
|
|
|
1,000,589,613
|
|
|
1,059,804,132
|
|
Unearned interest and fees
|
(15,336,248
|
)
|
|
(276,572,403
|
)
|
|
(291,908,651
|
)
|
Net loans
|
43,878,271
|
|
|
724,017,210
|
|
|
767,895,481
|
|
Allowance for loan losses
|
(39,182,951
|
)
|
|
(33,011,941
|
)
|
|
(72,194,892
|
)
|
Loans, net of allowance for loan losses
|
$
|
4,695,320
|
|
|
691,005,269
|
|
|
695,700,589
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2016
|
Loans individually
evaluated for
impairment
(impaired loans)
|
|
Loans collectively
evaluated for
impairment
|
|
Total
|
Gross loans in bankruptcy, excluding contractually delinquent
|
$
|
4,849,868
|
|
|
—
|
|
|
4,849,868
|
|
Gross loans contractually delinquent
|
46,926,272
|
|
|
—
|
|
|
46,926,272
|
|
Loans not contractually delinquent and not in bankruptcy
|
—
|
|
|
1,035,726,042
|
|
|
1,035,726,042
|
|
Gross loan balance
|
51,776,140
|
|
|
1,035,726,042
|
|
|
1,087,502,182
|
|
Unearned interest and fees
|
(12,655,577
|
)
|
|
(289,436,429
|
)
|
|
(302,092,006
|
)
|
Net loans
|
39,120,563
|
|
|
746,289,613
|
|
|
785,410,176
|
|
Allowance for loan losses
|
(34,476,814
|
)
|
|
(37,516,246
|
)
|
|
(71,993,060
|
)
|
Loans, net of allowance for loan losses
|
$
|
4,643,749
|
|
|
708,773,367
|
|
|
713,417,116
|
|
The average net balance of impaired loans was
$44.4 million
and
$38.7 million
, respectively, for the
three
month periods ended
June 30, 2017
, and
2016
. It is not practical to compute the amount of interest earned on impaired loans.
The following is an assessment of the credit quality for the period indicated:
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2017
|
|
March 31,
2017
|
|
June 30,
2016
|
Credit risk
|
|
|
|
|
|
Consumer loans- non-bankrupt accounts
|
$
|
1,104,398,706
|
|
|
1,053,769,654
|
|
|
1,081,650,322
|
|
Consumer loans- bankrupt accounts
|
5,973,279
|
|
|
6,034,478
|
|
|
5,851,860
|
|
Total gross loans
|
$
|
1,110,371,985
|
|
|
1,059,804,132
|
|
|
1,087,502,182
|
|
|
|
|
|
|
|
Consumer credit exposure
|
|
|
|
|
|
|
|
Credit risk profile based on payment activity, performing
|
$
|
1,026,753,933
|
|
|
977,171,570
|
|
|
1,011,083,612
|
|
Contractual non-performing, 60 or more days delinquent
(1)
|
83,618,052
|
|
|
82,632,562
|
|
|
76,418,570
|
|
Total gross loans
|
$
|
1,110,371,985
|
|
|
1,059,804,132
|
|
|
1,087,502,182
|
|
|
|
|
|
|
|
Credit risk profile based on customer type
|
|
|
|
|
|
|
|
New borrower
|
$
|
172,300,783
|
|
|
168,656,845
|
|
|
137,421,921
|
|
Former borrower
|
124,325,111
|
|
|
108,100,688
|
|
|
121,314,533
|
|
Refinance
|
795,397,267
|
|
|
765,373,325
|
|
|
810,003,062
|
|
Delinquent refinance
|
18,348,824
|
|
|
17,673,274
|
|
|
18,762,666
|
|
Total gross loans
|
$
|
1,110,371,985
|
|
|
1,059,804,132
|
|
|
1,087,502,182
|
|
|
|
(1)
|
Loans in non-accrual status.
|
The following is a summary of the past due receivables as of:
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2017
|
|
March 31,
2017
|
|
June 30,
2016
|
Contractual basis:
|
|
|
|
|
|
|
|
|
30-59 days past due
|
$
|
38,506,512
|
|
|
35,527,103
|
|
|
42,599,938
|
|
60-89 days past due
|
24,413,268
|
|
|
25,823,757
|
|
|
27,460,571
|
|
90 days or more past due
|
59,204,784
|
|
|
56,808,805
|
|
|
48,957,999
|
|
Total
|
$
|
122,124,564
|
|
|
118,159,665
|
|
|
119,018,508
|
|
|
|
|
|
|
|
Percentage of period-end gross loans receivable
|
11.0
|
%
|
|
11.1
|
%
|
|
10.9
|
%
|
NOTE 5 – AVERAGE SHARE INFORMATION
The following is a summary of the basic and diluted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
2017
|
|
2016
|
Basic:
|
|
|
|
|
Weighted average common shares outstanding (denominator)
|
|
8,687,195
|
|
|
8,721,718
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
8,687,195
|
|
|
8,721,718
|
|
Dilutive potential common shares stock options
|
|
139,400
|
|
|
48,656
|
|
Weighted average diluted shares outstanding (denominator)
|
|
8,826,595
|
|
|
8,770,374
|
|
Options to purchase
558,618
and
804,955
shares of common stock at various prices were outstanding during the
three
months ended
June 30, 2017
and
2016
respectively, but were not included in the computation of diluted EPS because the option exercise price was anti-dilutive.
NOTE 6 – STOCK-BASED COMPENSATION
Stock Option Plans
The Company has a 2002 Stock Option Plan, a 2005 Stock Option Plan, a 2008 Stock Option Plan, and a 2011 Stock Option Plan for the benefit of certain non-employee directors, officers, and key employees. Under these plans, a total of
4,100,000
shares of common stock have been authorized and reserved for issuance pursuant to grants approved by the Compensation and Stock Option Committee of the Board of Directors. Stock options granted under these plans have a maximum duration of
10 years
, may be subject to certain vesting requirements, which are generally
three
to
five years
for officers, non-employee directors, and key employees, and are priced at the market value of the Company's common stock on the option's grant date. At
June 30, 2017
, there were a total of
455,389
shares of common stock available for grant under the plans.
Stock-based compensation is recognized as provided under FASB ASC Topic 718-10 and FASB ASC Topic 505-50. FASB ASC Topic 718-10 requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the requisite service period (generally the vesting period) in the consolidated financial statements based on their grant date fair values. The Company has applied the Black-Scholes valuation model in determining the grant date fair value of the stock option awards. Compensation expense is recognized only for those options expected to vest.
The weighted-average fair value at the grant date for options issued during the
three
months ended
June 30, 2017
and
2016
was
$22.79
and
$21.64
, respectively. Fair value was estimated at grant date using the weighted-average assumptions listed below:
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
2017
|
|
2016
|
|
|
|
|
|
Dividend Yield
|
|
—%
|
|
—%
|
Expected Volatility
|
|
50.33%
|
|
56.18%
|
Average risk-free rate
|
|
1.85%
|
|
1.37%
|
Expected Life
|
|
5.0 years
|
|
5.9 years
|
The expected stock price volatility is based on the historical volatility of the Company's common stock for a period approximating the expected life. The expected life represents the period of time that options are expected to be outstanding after the grant date. The risk-free rate reflects the interest rate at grant date on zero coupon U.S. governmental bonds having a remaining life similar to the expected option term.
Option activity for the
three months ended
June 30, 2017
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted Average Exercise
Price
|
|
Weighted Average
Remaining
Contractual Term
|
|
Aggregate Intrinsic Value
|
Options outstanding, beginning of period
|
868,141
|
|
|
$
|
67.33
|
|
|
|
|
|
Granted during period
|
1,020
|
|
|
50.32
|
|
|
|
|
|
Exercised during period
|
(92,029
|
)
|
|
57.97
|
|
|
|
|
|
Forfeited during period
|
(5,710
|
)
|
|
61.48
|
|
|
|
|
|
Expired during period
|
(10,400
|
)
|
|
78.86
|
|
|
|
|
|
Options outstanding, end of period
|
761,022
|
|
|
$
|
68.33
|
|
|
6.3 years
|
|
$
|
7,560,490
|
|
Options exercisable, end of period
|
452,416
|
|
|
$
|
71.43
|
|
|
5.5 years
|
|
$
|
3,149,591
|
|
The aggregate intrinsic value reflected in the table above represents the total pre-tax intrinsic value (the difference between the closing stock price on
June 30, 2017
and the exercise price, multiplied by the number of in-the-money options) that would have been received by option holders had all option holders exercised their options as of
June 30, 2017
. This amount will change as the market price of the common stock changes. The total intrinsic value of options exercised during the periods ended
June 30, 2017
and
2016
was as follows:
|
|
|
|
|
|
|
|
|
|
June 30,
2017
|
|
June 30,
2016
|
Three months ended
|
$
|
2,224,880
|
|
|
$
|
87,477
|
|
As of
June 30, 2017
, total unrecognized stock-based compensation expense related to non-vested stock options amounted to approximately
$4.5 million
, which is expected to be recognized over a weighted-average period of approximately
1.7
years.
Restricted Stock
The Company has not granted any shares of restricted stock during fiscal
2018
.
During fiscal 2017, the Company granted
74,490
shares of restricted stock (which are equity classified), to certain executive officers, with a grant date weighted average fair value of
$51.15
per share. One-third of these awards will vest on each anniversary of the grant date over the next three years.
During fiscal 2016, the Company granted
69,950
shares of restricted stock (which are equity classified), to certain executive officers, with a grant date weighted average fair value of
$28.11
per share. One-third of these awards will vest on each anniversary of the grant date over the next three years.
During fiscal 2014 and 2013 the Company granted
8,590
and
70,800
Group A performance based restricted stock awards to certain officers. Group A awards vested on April 30, 2015 based on the Company's achievement of the following performance goals as of March 31, 2015:
|
|
|
|
EPS Target
|
|
Restricted Shares Eligible for Vesting (Percentage of Award)
|
$10.29
|
|
100%
|
$9.76
|
|
67%
|
$9.26
|
|
33%
|
Below $9.26
|
|
0%
|
During fiscal 2014 and 2013 the Company granted
56,660
and
443,700
Group B performance based restricted stock awards to certain officers. As of
June 30, 2017
, no Group B awards remain unforfeited and outstanding. Group B awards would have vested as follows, if the Company achieved the following performance goals during any successive trailing four quarters during the measurement period ending on March 31, 2017:
|
|
|
|
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%
|
During fiscal 2016 the Company determined that the earnings per share targets associated with the Group B stock awards were not achievable during the measurement period which ended on March 31, 2017. Subsequently, the Compensation and Stock Option Committee of the Board of Directors amended the awards allowing 25% of the Group B awards to vest for certain officers. The officers were required to forfeit their remaining Group B shares as a part of the amendment. FASB Topic ASC 718 defines a grant modification as a change in any of the terms or conditions of a stock-based compensation award to include accelerated vesting. The Company determined that since the Group B awards would not have otherwise vested pre-modification, the accelerated vesting qualified as a Type III modification. The Company released approximately $9.7 million of compensation expense, including $2.9 million related to the Type III modification, during the year ended March 31, 2016 associated with the Group B awards.
Compensation expense related to restricted stock is based on the number of shares expected to vest and the fair market value of the common stock on the grant date. The Company recognized compensation expense of
$0.6 million
and
$0.2 million
for the
three
months ended
June 30, 2017
and
2016
, respectively, which is included as a component of general and administrative expenses in the Company’s Consolidated Statements of Operations.
As of
June 30, 2017
, there was approximately
$2.3 million
of unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over the next
2.1
years based on current estimates.
A summary of the status of the Company’s restricted stock as of
June 30, 2017
, and changes during the
three months ended June 30, 2017
, are presented below:
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted Average Fair Value at Grant Date
|
Outstanding at March 31, 2017
|
111,361
|
|
|
$
|
43.11
|
|
Granted during the period
|
—
|
|
|
—
|
|
Vested during the period
|
(816
|
)
|
|
43.49
|
|
Forfeited during the period
|
—
|
|
|
—
|
|
Outstanding at June 30, 2017
|
110,545
|
|
|
$
|
43.11
|
|
Total share-based compensation included as a component of net income during the
three
-month periods ended
June 30, 2017
and
2016
was as follows:
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
2017
|
|
2016
|
Share-based compensation related to equity classified awards:
|
|
|
|
|
Share-based compensation related to stock options
|
|
549,311
|
|
|
365,664
|
|
Share-based compensation related to restricted stock, net of adjustments and exclusive of cancellations
|
|
582,766
|
|
|
187,862
|
|
Total share-based compensation related to equity classified awards
|
|
1,132,077
|
|
|
553,526
|
|
NOTE 7 – ACQUISITIONS
The Company evaluates each set of assets and activities it acquires to determine if the set meets the definition of a business according to FASB ASC Topic 805-10-55. Acquisitions meeting the definition of a business are accounted for as a business combination while all other acquisitions are accounted for as asset purchases.
The following table sets forth the acquisition activity of the Company for the
three months ended June 30, 2017
.
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
2017
|
Acquisitions:
|
|
|
Number of branches acquired through business combinations
|
|
2
|
|
Number of loan portfolios acquired through asset purchases
|
|
8
|
|
Total acquisitions
|
|
10
|
|
|
|
|
Purchase price
|
|
$
|
2,830,586
|
|
|
|
|
Tangible assets:
|
|
|
|
Loans receivable, net
|
|
2,309,245
|
|
Property and equipment
|
|
—
|
|
Total tangible assets
|
|
2,309,245
|
|
|
|
|
Excess of purchase prices over carrying value of net tangible assets
|
|
521,341
|
|
|
|
|
Customer lists
|
|
471,341
|
|
Non-compete agreements
|
|
50,000
|
|
Goodwill
|
|
—
|
|
Total intangible assets
|
|
$
|
521,341
|
|
Acquisitions that are accounted for as business combinations typically result in one or more new branches. In such cases, the Company typically retains the existing employees and the branch location from the acquisition. The purchase price is allocated to the tangible assets and intangible assets acquired based upon their estimated fair market values at the acquisition date. The remainder is allocated to goodwill. During the
three months ended June 30, 2017
the Company acquired
2
branches through one business combination, as described below.
Acquisitions that are accounted for as asset purchases are typically limited to acquisitions of loan portfolios. The purchase price is allocated to the tangible assets and intangible assets acquired based upon their estimated fair market values at the acquisition date. In an asset purchase, no goodwill is recorded. During the
three months ended June 30, 2017
, the Company acquired
8
loan portfolios though one asset purchase, as described below.
The Company’s acquisitions include tangible assets (generally loans and furniture and equipment) and intangible assets (generally non-compete agreements, customer lists, and goodwill), both of which are recorded at their fair values, which are estimated pursuant to the processes described below.
Acquired loans are valued at the net loan balance. Given the short-term nature of these loans, generally
eight months
, and that these loans are priced at current rates, management believes the net loan balances approximate their fair value.
Furniture and equipment are valued at the specific purchase price as agreed to by both parties at the time of acquisition, which management believes approximates their fair values.
Non-compete agreements are valued at the stated amount paid to the other party for these agreements, which the Company believes approximates the fair value.
Customer lists are valued with a valuation model that utilizes the Company’s historical data to estimate the value of any acquired customer lists. Customer lists are allocated at a branch level and are evaluated for impairment at a branch level when a triggering event occurs in accordance with FASB ASC Topic 360-10-05. If a triggering event occurs, the impairment loss to the customer list is generally the remaining unamortized customer list balance. In most acquisitions, the original fair value of the customer list
allocated to an office is less than $100,000, and management believes that in the event a triggering event were to occur, the impairment loss to an unamortized customer list would be immaterial.
In a business combination, the remaining excess of the purchase price over the fair value of the tangible assets, customer lists, and non-compete agreements is allocated to goodwill.
On May 8, 2017, the Company completed an acquisition of two branches and eight loan portfolios from Texan Credit Corporation. The acquisition is consistent with the Company's strategy of expansion in areas where demographic profiles and state regulations are attractive. All acquired branches and loan portfolios are located in the state of Texas. Based on its evaluation of the agreement consistent with the framework described above, the Company accounted for the acquisition of the two branches as a business combination and the acquisition of the eight loan portfolios as an asset purchase. In conjunction with the acquisition, the Company allocated the purchase price and intangible assets among the acquired branches (and destination branches in the case of loan portfolios) based on the fair values of their respective acquired assets. The Company recorded no goodwill in its accounting for this acquisition.
On February 28, 2017, the Company completed an acquisition of fourteen branches from Mathes Management Enterprises, Inc. As of March 31, 2017 the accounting related to this acquisition was preliminary as allowed by FASB ASC Topic 805-10-25. During the three months ended June 30, 2017, the Company made an adjustment to the fair value of the customer lists and goodwill related to the purchase, which resulted in the Company's recording approximately
$2.4 million
of goodwill and a corresponding reduction of the amount previously allocated to customer lists. The final determination of the fair value of the goodwill and customer lists will be completed within the twelve month measurement period from the date of the acquisition as required by FASB ASC Topic 805-10-25.
The results of all acquisitions have been included in the Company’s Consolidated Financial Statements since the respective acquisition date. The pro forma impact of these branches as though they had been acquired at the beginning of the periods presented would not have a material effect on the results of operations as reported.
NOTE 8 – DEBT
At
June 30, 2017
the Company's notes payable consisted of a
$480.0 million
senior revolving credit facility with borrowings of
$300.6 million
outstanding and
$550.0 thousand
outstanding in standby letters of credit related to workers compensation. To the extent that the letters of credit are drawn upon, the disbursement will be funded by the credit facility. There are no amounts due related to the letters of credit as of
June 30, 2017
, and they expire on December 31, 2017. The letters of credit are automatically extended for one year on the expiration date. Subject to a borrowing base formula, the Company may borrow at the rate of
LIBOR
plus
4.0%
with a minimum rate of
5.0%
. For the
three
months ended
June 30, 2017
and fiscal year ended
March 31, 2017
, the Company’s effective interest rate, including the commitment fee and amortization of debt issuance costs, was
5.6%
and
5.8%
, respectively, and the unused amount available under the revolver at
June 30, 2017
was
$178.9 million
. The revolving credit facility has a commitment fee of
0.50%
per annum on the unused portion of the commitment. Borrowings under the revolving credit facility mature on
June 15, 2019
.
Substantially all of the Company’s assets, excluding the assets of the Company's Mexican subsidiaries, are pledged as collateral for borrowings under the revolving credit agreement.
The revolving credit agreement contains events of default including, without limitation, nonpayment of principal, interest or other obligations, violation of covenants, misrepresentation, cross-default to other debt, bankruptcy and other insolvency events, judgments, certain ERISA events, actual or asserted invalidity of loan documentation, invalidity of subordination provisions of subordinated debt, certain changes of control of the Company, and the occurrence of certain regulatory events (including the entry of any stay, order, judgment, ruling or similar event related to the Company’s or any of its subsidiaries’ originating, holding, pledging, collecting or enforcing its eligible finance receivables that is material to the Company or any subsidiary) which remains unvacated, undischarged, unbonded or unstayed by appeal or otherwise for a period of 60 days from the date of its entry and is reasonably likely to cause a material adverse change. If it is determined that a violation of the FCPA or other laws has occurred, as described in Note 10, such violation may give rise to an event of default under the revolving credit agreement if such violation were to have a material adverse effect on the Company’s business, operations, properties, assets, or condition (financial or otherwise) or if the amount of any settlement resulted in the Company failing to satisfy any financial covenants.
NOTE 9 – INCOME TAXES
The Company is required to assess whether the earnings of its
two
Mexican foreign subsidiaries, Servicios World Acceptance Corporation de México, S. de R.L. de C.V. (“SWAC”) and WAC de México, S.A. de C.V., SOFOM ENR (“WAC de Mexico”), will be permanently reinvested in the respective foreign jurisdiction or if previously untaxed foreign earnings of the Company will no longer be permanently reinvested and thus become taxable in the United States. If these earnings were ever repatriated to the United States, the Company would be required to accrue and pay taxes on the cumulative undistributed earnings. As of
June 30, 2017
, the Company has determined that approximately
$1.9 million
of cumulative undistributed net earnings of SWAC and approximately
$26.5 million
of cumulative undistributed net earnings of WAC de México, as well as the future net earnings and losses of both foreign subsidiaries, will be permanently reinvested. At
June 30, 2017
, there was an unrecognized deductible temporary difference in the amount of
$11,565,678
related to investment in the Mexican subsidiaries.
As of
June 30, 2017
and
March 31, 2017
, the Company had
$9.0 million
and
$8.9 million
, respectively, of total gross unrecognized tax benefits including interest. Approximately
$7.3 million
and
$7.2 million
, respectively, represent the amount of net unrecognized tax benefits that are permanent in nature and, if recognized, would affect the annual effective tax rate.
At
June 30, 2017
, approximately
$4.4 million
of gross unrecognized tax benefits are expected to be resolved during the next twelve months through the expiration of the statute of limitations and settlement with taxing authorities. The Company’s continuing practice is to recognize interest and penalties related to income tax matters in income tax expense. As of
June 30, 2017
, the Company had approximately
$1.7 million
accrued for gross interest, of which
$102,994
was a current period-end expense for the
three
months ended
June 30, 2017
.
The Company is subject to U.S. and Mexican income taxes, as well as various other state and local jurisdictions. With the exception of a few states, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2013, although carryforward attributes that were generated prior to 2013 may still be adjusted upon examination by the taxing authorities if they either have been or will be used in a future period.
The Company’s effective income tax rate increased to
37.5%
for the quarter ended
June 30, 2017
compared to
37.4%
for the prior year quarter.
NOTE 10 – COMMITMENTS AND CONTINGENCIES
See Part 1, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Regulatory Matters - CFPB Investigation,” for information regarding the Company’s previously disclosed receipt of a Civil Investigative Demand (“CID”) from the Consumer Financial Protection Bureau (“CFPB”) on March 12, 2014 and receipt of a Notice and Opportunity to Respond and Advise letter from the CFPB on August 7, 2015 and the Company’s responses thereto.
Internal Investigation
As previously disclosed, the Company is conducting an internal investigation of its operations in Mexico, focusing on the legality under the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), and certain local laws of certain payments related to loans, the maintenance of the Company’s books and records associated with such payments, and the treatment of compensation matters for certain employees.
The internal investigation continues to address whether and to what extent improper payments, which may violate the FCPA and other local laws, were made approximately between 2010 and 2017 by or on behalf of WAC de Mexico to government officials in Mexico relating to loans made to unionized employees. The Company has voluntarily contacted the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”) to advise both agencies that an internal investigation is underway and that the Company intends to cooperate with both agencies. The SEC has issued a formal order of investigation. A conclusion cannot be drawn at this time as to what potential remedies these agencies may seek. In addition, although management will seek to avoid disruption to its operations in Mexico, the Company cannot determine at this time the ultimate effect that the investigation or any remedial measures will have on such operations.
If violations of the FCPA or other local laws occurred, the Company could be subject to fines, civil and criminal penalties, equitable remedies, including profit disgorgement and related interest, and injunctive relief. In addition, any disposition of these matters could adversely impact our ability to collect on outstanding loans and result in modifications to our business practices and compliance programs, including significant restructuring or curtailment of our operations in Mexico. Any disposition could also potentially require that a monitor be appointed to review future business practices with the goal of ensuring compliance with the FCPA and other applicable laws. The Company could also face fines, sanctions, and other penalties from authorities in Mexico, as well as third-party claims by shareholders and/or other stakeholders of the Company. In addition, disclosure of the investigation
could adversely affect the Company’s reputation and its ability to obtain new business or retain existing business from its current clients and potential clients, to attract and retain employees, and to access the capital markets. If it is determined that a violation of the FCPA has occurred, such violation may give rise to an event of default under the Company’s credit agreement if such violation were to have a material adverse effect on the Company’s business, operations, properties, assets, or condition (financial or otherwise) or if the amount of any settlement resulted in the Company failing to satisfy any financial covenants. Additional potential FCPA violations or violations of other laws or regulations may be uncovered through the investigation.
In June 2017, we held discussions with the DOJ and SEC regarding the potential resolution of this matter. The discussions with the government are at an early stage, and the Company is currently unable to assess whether the government will accept voluntary settlement terms that would be acceptable to the Company.
In addition to the ultimate liability for disgorgement and related interest, the Company believes that it could be further liable for fines and penalties as part of any settlement. At this time, the Company is not able to reasonably estimate the amount of any fine or penalty that it may have to pay as a part of any possible settlement. Furthermore, the Company cannot currently assess the potential liability that might be incurred if a settlement is not reached and the government were to litigate the matter. As such, based on the information available at this time, any additional liability related to this matter is not reasonably estimable. The Company will continue to evaluate the amount of its liability pending final resolution of the investigation and any related settlement discussions with the government.
Shareholder Complaints
As previously disclosed, on April 22, 2014, a shareholder filed a putative class action complaint, Edna Selan Epstein v. World Acceptance Corporation et al., in the United States District Court for the District of South Carolina (case number 6:14-cv-01606) (the "Edna Epstein Putative Class Action"), against the Company and certain of its current and former officers on behalf of all persons who purchased or otherwise acquired the Company’s common stock between April 25, 2013 and March 12, 2014. Two amended complaints have been filed by the plaintiffs, and several other motions have been filed in the proceedings. The complaint, as currently amended, alleges that (i) the Company made false and misleading statements in various SEC reports and other public statements in violation of federal securities laws preceding the Company’s disclosure in a Form 8-K filed March 13, 2014 that it had received the above-referenced CID from the CFPB (ii) the Company’s loan growth and volume figures were inflated because of a weakness in the Company’s internal controls relating to its accounting treatment of certain small-dollar loan re-financings and (iii) additional allegations regarding, among other things, the Company's receipt of a Notice and Opportunity to Respond and Advise letter from the CFPB on August 7, 2015. The complaint seeks class certification for a class consisting of all persons who purchased or otherwise acquired the Company's common stock between January 30, 2013 and August 10, 2015, unspecified monetary damages, costs and attorneys' fees. The Company denied that the claims had any merit and opposed certification of the proposed class.
On June 7, 2017, during a court-ordered mediation, the parties reached an agreement in principle to settle the Edna Epstein Putative Class Action. The settlement will resolve the claims asserted against all defendants in the action. The terms agreed upon by the parties contemplate a settlement payment to the class of $16 million, all of which will be funded by the Company’s directors and officers (D&O) liability insurance carriers. The settlement is subject to formal documentation and court approval. Neither the Company nor any of its present or former officers have admitted any wrongdoing or liability in connection with the settlement.
As previously disclosed, on July 15, 2015, a shareholder filed a putative derivative complaint, Irwin J. Lipton, et al. v. McLean, et al., in the United States District Court for the District of South Carolina (case number 6:15-cv-02796-MGL) (the “Lipton Derivative Action”), on behalf of the Company against certain of its current and former officers and directors. On September 21, 2015, another shareholder filed a putative derivative complaint, Paul Parshall, et al. v. McLean, et al., in the United States District Court for the District of South Carolina (case number 6:15-cv-03779-MGL) (the “Parshall Derivative Action”), asserting substantially similar claims on behalf of the Company against certain of its current and former officers and directors. On October 14, 2015, the Court entered an order consolidating the Lipton Derivative Action and the Parshall Derivative Action as In re World Acceptance Corp. Derivative Litigation (Lead Case No. 6:15-cv-02796-MGL). The plaintiffs subsequently filed an amended consolidated complaint, and the amended consolidated complaint alleges, among other things: (i) that the defendants breached their fiduciary duties by disseminating false and misleading information to the Company’s shareholders regarding the Company’s loan growth, loan renewals, allowances for loan losses, revenue sources, revenue growth, compliance with GAAP, and the sufficiency of the Company’s internal controls and accounting procedures; (ii) that the defendants breached their fiduciary duties by failing to ensure that the Company maintained adequate internal controls; (iii) that the defendants breached their fiduciary duties by failing to exercise prudent oversight and supervision of the Company’s officers and other employees to ensure conformity with all applicable laws and regulations; (iv) that the defendants were unjustly enriched as a result of the compensation they received while allegedly breaching their fiduciary duties owed to the Company; (v) that the defendants wasted corporate assets by paying excessive compensation to certain of the Company’s executive officers, awarding self-interested stock options to certain of the Company’s officers and directors, incurring legal liability and legal costs to defend the defendants’ unlawful actions, and authorizing the repurchase of Company stock at artificially inflated prices; (vi) that certain of the defendants breached their fiduciary duty to the Company by selling shares of the Company’s stock at artificially inflated prices while in the possession of material, nonpublic information regarding the Company’s financial condition; (vii) that the defendants violated Section 10(b) of the Securities Exchange Act of 1934 by making false and misleading statements regarding the Company’s practices regarding loan renewals, loan modifications, and accounting for loans; (viii) that the defendants violated Section 14(a) of the Securities Exchange Act of 1934 by failing to disclose alleged material facts in the Company’s 2014 and 2015 proxy statements; and (ix) allegations similar to those made in connection with the Edna Epstein Putative Class Action described above. The amended consolidated complaint seeks, among other things, unspecified monetary damages and an order directing the Company to take steps to reform and improve its corporate governance and internal procedures to comply with applicable laws and to protect the Company and its shareholders from future wrongdoing such as that described in the consolidated complaint. On February 28, 2017, the Court entered an order dismissing the derivative litigation. The plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Fourth Circuit on March 27, 2017.
On June 14, 2017, following mediation, the parties reached an agreement in principle to settle the derivative litigation. The settlement will resolve the claims asserted against all defendants in the action. The settlement provides that the Company will adopt certain corporate governance practices and pay plaintiffs’ attorney’s fees and expenses in an amount approved by the court not to exceed $475,000, which fees and expenses will be funded by the Company’s directors and officers (D&O) liability insurance carriers. The settlement is subject to formal documentation and court approval. Neither the Company nor any of its present or former directors and officers have admitted any wrongdoing or liability in connection with the settlement.
General
In addition, from time to time the Company is involved in routine litigation matters relating to claims arising out of its operations in the normal course of business, including matters in which damages in various amounts are claimed.
Estimating an amount or range of possible losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve fines, penalties or damages that are discretionary in amount, involve a large number of claimants or significant discretion by regulatory authorities, represent a change in regulatory policy or interpretation, present novel legal theories, are in the early stages of the proceedings, are subject to appeal or could result in a change in business practices. In addition, because most legal proceedings are resolved over extended periods of time, potential losses are subject to change due to, among other things, new developments, changes in legal strategy, the outcome of intermediate procedural and substantive rulings and other parties’ settlement posture and their evaluation of the strength or weakness of their case against us. For these reasons, we are currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, the matters described above. Based on information currently available, the Company does not believe that any reasonably possible losses arising from currently pending legal matters will be material to the Company’s results of operations or financial condition. However, in light of the inherent uncertainties involved in such matters, an adverse outcome in one or more of these matters could materially and adversely affect the Company’s financial condition, results of operations or cash flows in any particular reporting period.
NOTE 11 – SEGMENTS
At
March 31, 2017
only the U.S. operating segment met one or more of the quantitative thresholds that trigger separately disclosed reporting as outlined in FASB Accounting Standards Codification 280, Segment Reporting. However, management believes separately disclosed information about the Mexico operating segment would be useful to readers of the financial statements. Therefore, the Company has two reportable segments, which are the U.S. and Mexico components.
The following table presents operating results for the Company’s two reportable segments:
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Three months ended June 30,
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2017
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2016
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Revenues:
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U.S.
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$
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116,638,366
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117,065,967
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Mexico
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12,271,057
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10,014,129
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Consolidated revenues
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128,909,423
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127,080,096
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Provision for loan losses:
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U.S.
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$
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27,709,627
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28,918,494
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Mexico
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3,130,431
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3,095,783
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Consolidated provision for loan losses
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30,840,058
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32,014,277
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General and administrative expenses:
(1)
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U.S.
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$
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66,208,186
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57,106,384
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Mexico
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6,708,903
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5,842,121
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Consolidated general and administrative expenses
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72,917,089
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62,948,505
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Interest expense:
(2)
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U.S.
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$
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4,246,702
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5,586,319
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Mexico
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—
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—
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Consolidated interest expense
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4,246,702
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5,586,319
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Income tax expense:
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U.S.
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$
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7,265,396
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9,483,112
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Mexico
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572,492
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429,929
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Consolidated income tax expense
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7,837,888
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9,913,041
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Net income:
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U.S.
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$
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11,208,455
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15,971,658
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Mexico
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1,859,231
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646,296
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Consolidated net income
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13,067,686
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16,617,954
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(1)
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In accordance with transfer pricing agreements between the segments, the Mexico segment reimburses the U.S. segment for personnel-related and other administrative costs incurred by the U.S. segment for the benefit of the Mexico segment. For the
three months ended June 30, 2017
and
2016
these charges totaled $0.3 million, and -$0.6 million ($0.5 million in charges net of approximately $1.1 million of expense reversal related to the retirement of the previous Senior Vice President of Mexico), respectively.
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(2)
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In accordance with the Company's revolving credit facility, substantially all of the Company’s assets, excluding the Company’s Mexico subsidiaries, are pledged as collateral. Any working capital contributions made by the U.S. segment to the Mexico segment are treated as contributions of capital. Therefore, the Mexico segment incurs no interest expense.
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The following table presents long-lived assets (other than financial instruments, long-term customer relationships of a financial institution, mortgage and other servicing rights, deferred policy acquisition costs, and deferred tax assets) for the Company’s two reportable segments:
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June 30, 2017
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March 31, 2017
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Total long-lived assets
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U.S.
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$
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20,948,200
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20,724,777
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Mexico
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3,452,425
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3,459,430
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Consolidated total long-lived assets
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24,400,625
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24,184,207
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The following table presents total assets for the Company’s two reportable segments:
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June 30, 2017
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March 31, 2017
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Total assets
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U.S.
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$
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752,065,326
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730,985,558
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Mexico
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74,698,544
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69,603,217
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Consolidated total assets
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826,763,870
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800,588,775
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NOTE 12 – SUBSEQUENT EVENTS
Management is not aware of any significant events occurring subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.