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)

July 23, 2015

 

WORLD ACCEPTANCE CORPORATION

(Exact name of registrant as specified in its charter)

 

South Carolina

0-19599

57-0425114

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

108 Frederick Street, Greenville, South Carolina

29607

(Address of principal executive offices)

(Zip Code)
 

Registrant’s telephone number, including area code

(864) 298-9800

 

n/a

(Former name or former address, if changed since last report.)

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)

Exhibits.

 

Exhibit Number

Description of Exhibit

99.1

Press Release dated July 23, 2015

99.2

Prepared script of Chief Executive Officer and Chairman’s remarks for July 23, 2015 conference call


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.

WORLD ACCEPTANCE CORPORATION

(Registrant)
 
 
Date:

July 23, 2015

By:

/s/ John Calmes

John Calmes

Chief Financial Officer


EXHIBIT INDEX

Exhibit

Description

 

99.1

Press Release dated July 23, 2015

99.2

Prepared script of Chief Executive Officer and Chairman’s remarks for July 23, 2015 conference call



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
 
Condensed Consolidated Statements of Operations
(unaudited and in thousands, except per share amounts)
 
Three Months Ended
June 30,
2015 2014
 
Interest & fees $ 122,839 $ 130,030
Insurance & other 14,386 15,896
Total revenues 137,225 145,926
Expenses:
Provision for loan losses 26,228 30,893
General and administrative expenses
Personnel 43,220 50,641
Occupancy & equipment 10,393 10,064
Advertising 3,168 3,162
Intangible amortization 140 202
Other 10,647 9,256
67,568 73,325
Interest expense 5,472 5,564
Total expenses 99,268 109,782
Income before taxes 37,957 36,144
Income taxes 14,325 13,588
Net income $ 23,632 $ 22,556
Diluted earnings per share $ 2.71 $ 2.32
Weighted average shares outstanding (diluted) 8,712 9,705
 

Condensed Consolidated Balance Sheets              
(unaudited and in thousands)
 

June 30,

March 31,

June 30,

2015 2015 2014
ASSETS
Cash $ 17,211 $ 38,339 $ 16,045
Gross loans receivable 1,150,669 1,110,145 1,164,368
Less: Unearned interest & fees (314,170) (297,402) (315,506)
Allowance for loan losses (71,960) (70,438) (67,885)
Loans receivable, net 764,539 742,305 780,977
Property and equipment, net 25,704 25,907 25,637
Deferred tax benefit 37,482 37,345 34,495
Goodwill 6,121 6,121 5,967
Intangibles 3,223 3,364 3,638
Other assets 17,429 12,750 12,107
$ 871,709 $ 866,131 $ 878,866
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes payable 488,950 501,150 548,100
Income tax payable 18,589 18,204 20,013
Accounts payable and accrued expenses 27,915 31,209 26,458
Total liabilities 535,454 550,563 594,571
Shareholders' equity 336,255 315,568 284,295
$ 871,709 $ 866,131 $ 878,866
 

Selected Consolidated Statistics
(dollars in thousands)
   
Three Months Ended
June 30,
  2015     2014  
 
Expenses as a percent of total revenues:
Provision for loan losses 19.1 % 21.2 %
General and administrative expenses 49.2 % 50.2 %
Interest expense 4.0 % 3.8 %
 
Average gross loans receivable $ 1,127,525 $ 1,135,815
 
Average net loans receivable $ 822,270 $ 829,116
 
Loan volume $ 698,241 $ 731,565
 
Net charge-offs as percent of average loans 11.9 % 12.7 %
 
Return on average assets (trailing 12 months) 12.6 % 12.1 %
 
Return on average equity (trailing 12 months) 36.3 % 32.6 %
 
Offices opened (closed) during the period, net 11 0
 
Offices open at end of period 1331 1271

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.

1

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.

2

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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