UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to
Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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July
23, 2015
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WORLD ACCEPTANCE CORPORATION
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(Exact name of registrant as specified in its charter)
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South Carolina
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0-19599
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57-0425114
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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108 Frederick Street, Greenville, South Carolina
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29607
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number, including area code
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(864) 298-9800
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n/a
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(Former name or former address, if changed since last report.)
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition; and
Item 7.01 Regulation FD Disclosure.
On July 23, 2015, World Acceptance Corporation ("WRLD") issued a press
release announcing financial information for its first quarter ended
June 30, 2015. The press release is attached as Exhibit 99.1 to this
Form 8-K and is furnished to, but not filed with, the Commission.
On July 23, 2015, World Acceptance Corporation senior management held a
conference call to discuss the results of its first quarter ended June
30, 2015. A prepared script of remarks for the conference call by the
Chairman and Chief Executive Officer of WRLD is attached hereto as
Exhibit 99.2 to this Form 8-K and is furnished to, but not filed with,
the Commission.
Item 9.01 Financial Statements and
Exhibits.
(d)
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Exhibits.
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Exhibit Number
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Description of Exhibit
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99.1
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Press Release dated July 23, 2015
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99.2
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Prepared script of Chief Executive Officer and Chairman’s remarks
for July 23, 2015 conference call
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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 hereunto duly authorized.
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WORLD ACCEPTANCE CORPORATION
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(Registrant)
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Date:
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July 23, 2015
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By:
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/s/ John Calmes
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John Calmes
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Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
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Description
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99.1
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Press Release dated July 23, 2015
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99.2
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Prepared script of Chief Executive Officer and Chairman’s remarks
for July 23, 2015 conference call
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Exhibit 99.1
World
Acceptance Corporation Reports First Quarter
First
Quarter Earnings per Diluted Share Up 16.7% to $2.71
GREENVILLE, S.C.--(BUSINESS WIRE)--July 23, 2015--World Acceptance
Corporation (NASDAQ: WRLD) today reported financial results for its
first fiscal quarter ended June 30, 2015.
Net income for the first quarter increased 4.8% to $23.6 million
compared with $22.6 million for the same quarter of the prior year. Net
income per diluted share increased 16.7% to $2.71 on 8.7 million average
weighted shares outstanding in the first quarter of fiscal 2016 compared
with $2.32 on 9.7 million average weighted shares outstanding in the
first quarter of fiscal 2015.
The Company did not repurchase any shares in the first quarter of fiscal
2016. However, the Company benefited from the 1.4 million shares
repurchased during fiscal 2015. The prior year repurchases resulted in a
reduction to the Company’s weighted average diluted shares outstanding
of 10.2% when comparing the two first quarter periods. Excluding
unvested restricted shares, there were 8.6 million shares outstanding as
of June 30, 2015.
Total revenues decreased to $137.2 million in the first quarter of
fiscal 2016, a 6.0% decrease over the revised $145.9 million reported
for first quarter last year. Interest and fee income decreased 5.5%,
from a revised $130.0 million to $122.8 million in the first quarter of
fiscal 2016 due to a decrease in average earning loans as well as lower
volumes. Insurance and other income decreased by 9.5% to $14.4 million
in the first quarter of fiscal 2016 compared with $15.9 million in the
first quarter of fiscal 2015. The decrease was related to a $770,000
decrease in insurance revenue and a $740,000 decrease in other income
compared with the first quarter of fiscal 2015.
Gross loans decreased to $1.15 billion as of June 30, 2015, a 1.2%
decrease from the $1.16 billion of loans outstanding as of June 30,
2014. Gross loans in the US decreased 0.4% and gross loans in Mexico
decreased 9.3% in US dollars due to an unfavorable move in exchange
rates. Gross loans in Mexico increased 9.6% in Mexican pesos.
The provision for loan losses decreased 15.1% to $26.2 million in the
first quarter of fiscal 2016 from $30.9 million in the first quarter of
2015. The provision decreased due to a reduction in net charge-offs,
slower loan growth, and a smaller increase in past due accounts that are
fully reserved when comparing the first quarter of 2016 to the first
quarter of 2015.
The charge-off ratio improved on a quarter-over-quarter basis.
Annualized net charge-offs as a percent of net loans were 11.9% for the
three month period ended June 30, 2015 compared to 12.7% during the
prior year quarter. The charge-off ratio benefited from two monthly
sales of accounts previously charged-off totaling approximately $1.8
million.
Total general and administrative expenses as a percent of revenue
decreased to 49.2% compared with a revised 50.2% during the first
quarter of the prior fiscal year.
Key return ratios for the first quarter included a 12.6% return on
average assets and a 36.3% return on average equity for a trailing
12-month period ended June 30, 2015. The Company opened 12 new offices
and merged 1 office into an existing location during the first fiscal
quarter.
About World Acceptance Corporation
World Acceptance Corporation is one of the largest small-loan consumer
finance companies, operating 1,331 offices in 15 states and Mexico as of
June 30, 2015. It is also the parent company of ParaData Financial
Systems, a provider of computer software solutions for the consumer
finance industry.
First Quarter Conference Call
The senior management of World Acceptance Corporation will be discussing
these results in its quarterly conference call to be held at 10:00 a.m.
Eastern time today. A script of the Chairman and Chief Executive
Officer’s prepared remarks for the conference call has been furnished as
Exhibit 99.2 to the Company’s Form 8-K filed today with the Securities
and Exchange Commission (“SEC”) in connection with this press release,
and is available via the SEC’s Edgar database at www.sec.gov,
and will also be posted to the Company’s website as soon as practicable.
A simulcast of the conference call will be available on the Internet at https://www.webcaster4.com/Webcast/Page/1118/9498.
The call will be available for replay on the Internet for approximately
30 days.
This press release may contain various “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of
1995, that represent the Company’s expectations or beliefs concerning
future events. Statements other than those of historical fact, as well
as those identified by the words “anticipate,” “estimate,” ”intend,”
“plan,” “expect,” ”project,” “believe,” “may,” “will,” “should,”
“would,” “could” and any variation of the foregoing and similar
expressions are forward-looking statements. Such forward-looking
statements are about matters that are inherently subject to risks and
uncertainties. Factors that could cause actual results or performance to
differ from the expectations expressed or implied in such
forward-looking statements include the following: recently enacted,
proposed or future legislation and the manner in which it is
implemented; the nature and scope of regulatory authority, particularly
discretionary authority, that may be exercised by regulators, including,
but not limited to, the Consumer Financial Protection Bureau (the
“CFPB”), having jurisdiction over the Company’s business or consumer
financial transactions generically; the unpredictable nature of
regulatory proceedings and litigation; any determinations, findings,
claims or actions made or taken by the CFPB, other regulators or third
parties in connection with or resulting from the previously disclosed
civil investigative demand from the CFPB that assert or establish that
the Company’s lending practices or other aspects of its business violate
applicable laws or regulations; the impact of changes in accounting
rules and regulations, or their interpretation or application, which
could materially and adversely affect the Company’s reported financial
statements or necessitate material delays or changes in the issuance of
the Company’s audited financial statements; the Company's assessment of
its internal control over financial reporting, and the timing and
effectiveness of the Company's efforts to remediate any reported
material weakness in its internal control over financial reporting;
changes in interest rates; risks related to expansion and foreign
operations; risks inherent in making loans, including repayment risks
and value of collateral; the timing and amount of revenues that may be
recognized by the Company; changes in current revenue and expense trends
(including trends affecting delinquencies and charge-offs); the
potential impact of limitations in the Company’s amended revolving
credit facility; whether the Company can successfully implement its CEO
succession and transition plans; and changes in the Company’s markets
and general changes in the economy (particularly in the markets served
by the Company). These and other factors are discussed in greater detail
in Part I, Item 1A, “Risk Factors” in the Company’s most recent annual
report on Form 10-K for the fiscal year ended March 31, 2015 filed with
the Securities and Exchange Commission (“SEC”) and the Company’s other
reports filed with, or furnished to, the SEC from time to time. World
Acceptance Corporation does not undertake any obligation to update any
forward-looking statements it makes. The Company is also not responsible
for updating the information contained in this press release beyond the
publication date, or for changes made to this document by wire services
or Internet services.
World Acceptance Corporation
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Condensed Consolidated Statements of Operations
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(unaudited and in thousands, except per share amounts)
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Three Months Ended
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June 30,
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2015
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2014
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Interest & fees
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$
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122,839
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$
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130,030
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Insurance & other
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14,386
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15,896
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Total revenues
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137,225
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145,926
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Expenses:
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Provision for loan losses
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26,228
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30,893
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General and administrative expenses
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Personnel
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43,220
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50,641
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Occupancy & equipment
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10,393
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10,064
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Advertising
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3,168
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3,162
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Intangible amortization
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140
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202
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Other
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10,647
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9,256
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67,568
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73,325
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Interest expense
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5,472
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5,564
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Total expenses
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99,268
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109,782
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Income before taxes
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37,957
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36,144
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Income taxes
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14,325
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13,588
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Net income
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$
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23,632
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$
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22,556
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Diluted earnings per share
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$
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2.71
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$
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2.32
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Weighted average shares outstanding (diluted)
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8,712
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9,705
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Condensed Consolidated Balance Sheets
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(unaudited and in thousands)
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June 30,
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March 31,
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June 30,
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2015
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2015
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2014
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ASSETS
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Cash
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$
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17,211
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$
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38,339
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$
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16,045
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Gross loans receivable
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1,150,669
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1,110,145
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1,164,368
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Less: Unearned interest & fees
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(314,170)
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(297,402)
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(315,506)
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Allowance for loan losses
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(71,960)
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(70,438)
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(67,885)
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Loans receivable, net
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764,539
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742,305
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780,977
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Property and equipment, net
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25,704
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25,907
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25,637
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Deferred tax benefit
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37,482
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37,345
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34,495
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Goodwill
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6,121
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6,121
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5,967
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Intangibles
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3,223
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3,364
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3,638
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Other assets
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17,429
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12,750
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12,107
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$
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871,709
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$
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866,131
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$
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878,866
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Liabilities:
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Notes payable
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488,950
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501,150
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548,100
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Income tax payable
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18,589
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18,204
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20,013
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Accounts payable and accrued expenses
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27,915
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31,209
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26,458
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Total liabilities
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535,454
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550,563
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594,571
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Shareholders' equity
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336,255
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315,568
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284,295
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$
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871,709
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$
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866,131
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$
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878,866
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Selected Consolidated Statistics
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(dollars in thousands)
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Three Months Ended
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June 30,
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2015
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2014
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Expenses as a percent of total revenues:
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Provision for loan losses
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19.1
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%
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21.2
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%
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General and administrative expenses
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49.2
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%
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50.2
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%
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Interest expense
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4.0
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%
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3.8
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%
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Average gross loans receivable
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$
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1,127,525
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$
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1,135,815
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Average net loans receivable
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$
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822,270
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$
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829,116
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Loan volume
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$
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698,241
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$
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731,565
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Net charge-offs as percent of average loans
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11.9
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%
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12.7
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%
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Return on average assets (trailing 12 months)
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12.6
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%
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12.1
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%
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Return on average equity (trailing 12 months)
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36.3
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%
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32.6
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%
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Offices opened (closed) during the period, net
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11
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0
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Offices open at end of period
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1331
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1271
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CONTACT:
World Acceptance Corporation
John L. Calmes Jr.,
864-298-9800
Chief Financial Officer
Exhibit 99.2
World Acceptance Corporation
Conference Call for First Quarter 2016
Ended
June 30, 2015
Summary
of Quarterly Results
Date: July 23, 2015
During the first quarter of fiscal 2016 the
Company continued to experience difficulty in growing its loan
portfolio. However, the Company did experience an improvement in our
year over year annualized loan loss ratios. Net income for the quarter
was $23.6 million, or $2.71 per diluted share compared to $22.6 million
or $2.32 per share for the prior year quarter. This represents a 4.8%
increase in net income and a 16.7% increase in diluted earnings per
share when comparing the two quarterly periods. The Company’s EPS
benefited from the 1.4 million shares repurchased during fiscal 2015.
As previously announced, we recently
amended our revolving credit facility. Among other things, the amendment
reduced the facility from $630.0 million to $600.0 million and provides
for future reductions of the commitments to $500.0 million on March 31,
2016 and to $400.0 million on March 31, 2017. The amendment also
requires the Company to obtain prior written consent from our lenders
holding at least 66-2/3% of the aggregate commitments before
repurchasing additional shares. While the amendment effectively prevents
the Company from repurchasing shares without lender consent, it does not
impact our ability to operate the business as usual, including growing
our loan portfolio. The Company has reduced its outstanding debt $59.2
million since June 30, 2014.
Gross loans amounted to $1.15 billion at
June 30, 2015, a 1.2% decrease over the $1.16 billion outstanding at
June 30, 2014 and a 3.7% increase since the beginning of the fiscal
year. The shift in the mix of our loan portfolio leveled off over the
past 12 months and at June 30, 2015 consisted of 60.3% small loans,
39.0% larger loans and 0.6% sales finance. This is compared to 60.4%,
38.7% and 1.0% at June 30, 2014. Additionally, the overall 1.2% decrease
in loan balances resulted from a 2.7% decrease in the number of accounts
outstanding and a 1.5% increase in average balances outstanding.
The expansion of our branch network during
the first fiscal quarter was in line with our projections. We began
fiscal 2016 with 1,320 offices and opened 12 new offices; however, this
was offset by the merging of 1 office, leaving us at 1,331 offices at
June 30, 2015. Our plans for fiscal 2016 are to open approximately 30
offices in the US and 10 in Mexico, plus evaluate acquisitions as
opportunities arise.
Total revenue for the quarter amounted to
$137.2 million, a 6.0% decrease over the $145.9 million during the first
quarter of the prior fiscal year. Revenues continue to be negatively
impacted by lower volumes and a higher number of accounts 60+ days past
due, which are no longer accruing revenue. We experienced a 3.0%
decrease in our average net loans receivable less loans that are 60+
days or more contractually past due when comparing two corresponding
periods for our US and traditional Mexican loans. Revenues from our
Mexican operations were negatively impacted by a move in the exchange
rate quarter over quarter. The move in the exchange rate had a negative
impact of approximately $2.0 million on the current quarter’s revenue
compared to the prior year. Revenues from the 1,248 offices open
throughout both quarterly periods decreased by 6.5%.
As mentioned above, the Company experienced
an improvement in net charge-offs as a percentage of average net loans
on an annualized basis, with a decrease from 12.7% to 11.9%. The
charge-off ratio benefited from two monthly sales of accounts previously
charged-off totaling approximately $1.8 million. The buyer has been in
contact with us and informed us recently that their early performance
has not matched their projections. We are in the process of better
understanding their collections strategy and results. This will likely
have an impact on the timing of future payments from the buyer and could
potentially impact the amounts received. Net charge-offs as a percentage
of average net loans on an annualized basis would have been 12.8% for
the quarter without the benefit of the charge-off sales. This is in line
with the prior year quarter.
Accounts that were 61 days or more past due
increased to 4.4% on a recency basis and to 6.5% on a contractual basis
at the end of the current quarter, compared to 3.6% and 5.6%,
respectively, at June 30, 2014. The increase in accounts that are 61
days or more past due was primarily a result of the change in our branch
level incentive plan that was implemented in the second quarter of
fiscal 2015. Since the change in the second quarter, the delinquency
rates in this category have leveled off. When excluding our payroll
deduct loans in Mexico, which tend to run higher delinquencies but have
lower loss rates than our traditional loans, the accounts that were 61
days or more past due at June 30, 2015 were 4.2% on a recency basis and
5.8% on a contractual basis.
General and administrative expenses
amounted to $67.6 million in the first fiscal quarter, a 7.9% decrease
over the revised $73.3 million in the same quarter of the prior fiscal
year. As a percentage of revenues, our G&A decreased from 50.2% during
the first quarter of fiscal 2015 to 49.2% during the current quarter.
Our G&A per average open office decreased by 11.6% when comparing the
two fiscal quarters. General and administrative expenses were impacted
in the current quarter due to the release of expense previously accrued
under the Group B performance based restricted stock awards. The Company
no longer believes that the earnings per share target of $16.00 per
share is achievable during the measurement period which ends on March
31, 2017. The release resulted in a decrease in personnel expense of
approximately $3.4 million. G&A also decreased approximately $1.2
million due to the reversal of long-term equity incentive accruals
resulting from the resignation of a Senior Vice President during the
quarter. This was partially offset by the accrual of approximately
$400,000 of severance related expenses. The Company also reversed
approximately $1.0 million for certain long-term equity incentive
accruals related to the planned retirement of the CEO on September 30,
2015. The Company also recorded an additional $1.2 million of expense
related to the previously announced bond offering.
We remain optimistic about our Mexican
operations. We have approximately 141,000 accounts and approximately
$96.3 million in gross loans outstanding. While this represents a 9.3%
decrease in loan balances in US dollars over the last year, Mexico’s
ledger increased 9.6% in Mexican pesos over June 30, 2014. Revenues in
Mexico decreased by 11.1% in US dollars; however, revenues in Mexico
increased by 4.8% in Mexican pesos when comparing the two fiscal years.
Net charge-offs as a percent of average net loans decreased from 13.0%
in fiscal 2015 to 12.6% during the current fiscal year. Additionally,
our 61+ day delinquencies were 6.3% and 13.4% on a recency and
contractual basis, respectively, a change from 7.5% and 14.2%,
respectively, as of the end of June 30, 2014. During the current
quarter, excluding intercompany charges, pretax earnings amounted to
$2.1 million, a 19.2% decrease over the $2.6 million in pretax earnings
during the first quarter fiscal 2015.
The Company’s return on average assets of
12.6% and return on average equity of 36.3% on a trailing 12 month basis
continued their excellent historical trend during the first quarter
fiscal 2015.
This transcript contains various
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, that represent the Company’s
expectations or beliefs concerning future events. Statements other than
those of historical fact, as well as those identified by the words
“anticipate,” “estimate,” ”intend,” “plan,” “expect,” “project,”
“believe,” “may,” “will,” “should,” “would,” “could” and any variation
of the foregoing and similar expressions are forward-looking
statements. Such forward-looking statements are about matters that are
inherently subject to risks and uncertainties. Factors that could cause
actual results or performance to differ from the expectations expressed
or implied in such forward-looking statements include the
following: recently enacted, proposed or future legislation and the
manner in which it is implemented; the nature and scope of regulatory
authority, particularly discretionary authority, that may be exercised
by regulators, , but not limited to, the Consumer Financial Protection
Bureau (the “CFPB”), having jurisdiction over the Company’s business or
consumer financial transactions generically; the unpredictable nature of
regulatory proceedings and litigation; any determinations, findings,
claims or actions made or taken by the CFPB, other regulators or third
parties in connection with or resulting from the previously disclosed
civil investigative demand from the CFPB that assert or establish that
the Company’s lending practices or other aspects of its business violate
applicable laws or regulations; the impact of changes in accounting
rules and regulations, or their interpretation or application, which
could materially and adversely affect the Company’s reported financial
statements or necessitate material delays or changes in the issuance of
the Company’s audited financial statements; the Company's assessment of
its internal control over financial reporting, and the timing and
effectiveness of the Company's efforts to remediate any reported
material weakness in its internal control over financial reporting;
changes in interest rates; risks related to expansion and foreign
operations; risks inherent in making loans, including repayment risks
and value of collateral; the timing and amount of revenues that may be
recognized by the Company; changes in current revenue and expense trends
(including trends affecting delinquencies and charge-offs); the
potential impact of limitations in the Company’s amended revolving
credit facility; whether the Company can successfully implement its CEO
succession and transition plans; and changes in the Company’s markets
and general changes in the economy (particularly in the markets served
by the Company). These and other factors are discussed in greater detail
in Part I, Item 1A, “Risk Factors” in the Company’s most recent annual
report on Form 10-K for the fiscal year ended March 31, 2015 filed with
the Securities and Exchange Commission (“SEC”) and the Company’s other
reports filed with, or furnished to, the SEC from time to time. World
Acceptance Corporation does not undertake any obligation to update any
forward-looking statements it makes. The Company is also not
responsible for updating the information contained in this script beyond
the publication date, or for changes made to this document by wire
services or Internet services.
3
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