UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT of 1934
For the transition period from ________________ to ________________
Commission File Number: 0-19599
-------
WORLD ACCEPTANCE CORPORATION
----------------------------
(Exact name of registrant as specified in its charter.)
South Carolina 57-0425114
-------------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
108 Frederick Street
Greenville, South Carolina 29607
--------------------------------
(Address of principal executive offices)
(Zip Code)
(864) 298-9800
--------------
(registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period than the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
X Yes ____ No
---
Indicate the number of shares outstanding of each of issuer's classes of common
stock, as of the latest practicable date, August 13, 2001.
Common Stock, no par value 18,842,259
-------------------------- ----------
(Class) (Outstanding)
1
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page
Item 1. Consolidated Financial Statements (unaudited):
Consolidated Balance Sheets as of June 30,
2001 and March 31, 2001 3
Consolidated Statements of Operations for the
three months ended June 30, 2001 and June 30, 2000 4
Consolidated Statements of Shareholders' Equity for the
year ended March 31, 2001 and the three months ended
June 30, 2001 5
Consolidated Statements of Cash Flows for the
three months ended June 30, 2001 and June 30, 2000 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 15
2
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, March 31,
2001 2001
------------ -----------
ASSETS
Cash $ 2,981,806 3,292,504
Gross loans receivable 221,714,665 210,893,604
Less:
Unearned interest and fees (52,067,964) (48,504,582)
Allowance for loan losses (12,657,397) (12,031,622)
------------ -----------
Loans receivable, net 156,989,304 150,357,400
Property and equipment, net 6,766,371 6,538,131
Other assets, net 10,336,877 9,834,117
Intangible assets, net 13,161,849 13,138,307
------------ -----------
Total assets $190,236,207 183,160,459
============ ===========
LIABILITIES & SHAREHOLDERS' EQUITY
Liabilities:
Senior notes payable 88,000,000 83,150,000
Subordinated notes payable 8,000,000 8,000,000
Other note payable 482,000 482,000
Income taxes payable 2,208,370 3,038,113
Accounts payable and accrued expenses 4,236,703 5,763,812
------------ -----------
Total liabilities 102,927,073 100,433,925
------------ -----------
Shareholders' equity:
Common stock, no par value - -
Additional paid-in capital 1,240,800 313,655
Retained earnings 86,068,334 82,412,879
------------ -----------
Total shareholders' equity 87,309,134 82,726,534
------------ -----------
$190,236,207 183,160,459
============ ===========
See accompanying notes to consolidated financial statements.
3
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
June 30,
-----------------------
2001 2000
----------- ----------
Revenues:
Interest and fee income $26,651,367 22,851,229
Insurance and other income 3,742,650 4,091,403
----------- ----------
Total revenues 30,394,017 26,942,632
----------- ----------
Expenses:
Provision for loan losses 5,203,514 3,912,303
General and administrative expenses:
Personnel 11,900,892 10,868,721
Occupancy and equipment 1,912,711 1,789,458
Data processing 413,794 324,953
Advertising 939,858 621,573
Amortization of intangible assets 426,958 423,660
Other 2,363,825 2,372,687
----------- ----------
17,958,038 16,401,052
Interest expense 1,595,010 1,760,066
----------- ----------
Total expenses 24,756,562 22,073,421
----------- ----------
Income before income taxes 5,637,455 4,869,211
Income taxes 1,982,000 1,680,000
----------- ----------
Net income $ 3,655,455 3,189,211
=========== ==========
Net income per common share:
Basic $ .20 .17
=========== ==========
Diluted $ .19 .17
=========== ==========
Weighted average common equivalent shares outstanding:
Basic 18,741,736 18,775,375
=========== ==========
Diluted 19,308,304 18,905,743
=========== ==========
See accompanying notes to consolidated financial statements.
4
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
Additional
Paid-in Retained
Capital Earnings Total
---------- ---------- ----------
Balances at March 31, 2000 $ 267,958 67,924,428 68,192,386
Proceeds from exercise of stock options (76,400 shares),
including tax benefit of $41,355 367,161 - 367,161
Common stock repurchases (275,000 shares) (321,464) (1,112,449) (1,433,913)
Net income - 15,600,900 15,600,900
---------- ---------- ----------
Balances at March 31, 2001 $ 313,655 82,412,879 82,726,534
Proceeds from exercise of stock options (187,179 shares),
including tax benefit of $185,837 1,120,753 - 1,120,753
Common stock repurchases (25,000 shares) (193,608) - (193,608)
Net income - 3,655,455 3,655,455
---------- ---------- ----------
Balances at June 30, 2001 $1,240,800 86,068,334 87,309,134
========== ========== ==========
See accompanying notes to consolidated financial statements.
5
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended
June 30,
-----------------------------
2001 2000
-------------- ------------
Cash flows from operating activities:
Net income $ 3,655,455 3,189,211
Adjustments to reconcile net income
to net cash provided by operating activities:
Provision for loan losses 5,203,514 3,912,303
Amortization of intangible assets 426,958 423,660
Amortization of loan costs and discounts 34,964 13,276
Depreciation 382,468 390,702
Change in accounts:
Other assets, net (537,724) (455,957)
Accounts payable and accrued expenses (1,527,109) (1,456,399)
Income taxes payable (643,906) (1,392,645)
------------ -----------
Net cash provided by operating activities 6,994,620 4,624,151
------------ -----------
Cash flows from investing activities:
Increase in loans, net (8,592,987) (9,884,537)
Net assets acquired from office acquisitions,
primarily loans (3,243,431) (9,175,884)
Purchases of premises and equipment (609,708) (444,452)
Purchases of intangible assets (450,500) (1,596,451)
------------ -----------
Net cash used by investing activities (12,896,626) (21,101,324)
------------ -----------
Cash flows from financing activities:
Proceeds from senior notes payable, net 4,850,000 20,800,000
Repayment of senior subordinated notes - (2,000,000)
Repurchase of common stock (193,608) (1,433,913)
Proceeds from exercise of stock options 934,916 43,750
------------ -----------
Net cash provided by financing activities 5,591,308 17,409,837
------------ -----------
Increase (decrease) in cash (310,698) 932,664
Cash, beginning of period 3,292,504 1,690,676
------------ -----------
Cash, end of period $ 2,981,806 2,623,340
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for interest expense $ 1,412,835 1,624,079
Cash paid for income taxes 1,876,827 3,092,157
Supplemental schedule of noncash financing activities:
Tax benefits from exercise of stock options 185,837 9,756
See accompanying notes to consolidated financial statements.
6
WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The consolidated financial statements of the Company at June 30, 2001, 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, 2001, and the
results of operations and cash flows for the period then ended, have been
included. The results for the period ended June 30, 2001 are not necessarily
indicative of the results that may be expected for the full year or any other
interim period.
Certain reclassification entries have been made for fiscal 2001 to conform
with fiscal 2002 presentation. These reclassifications had no impact on
shareholders' equity or net income.
The preparation of financial statements in conformity with generally accepted
accounting principals 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 financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
These consolidated financial statements do not include all disclosures
required by generally accepted accounting principles and should be read in
conjunction with the Company's audited financial statements and related notes
for the year ended March 31, 2001, included in the Company's 2001 Annual Report
to Shareholders.
NOTE 2 - COMPREHENSIVE INCOME
- -----------------------------
The Company applies the provision of Financial Accounting Standards Board's
(FASB) Statement of Financial Accounting Standards (SFAS) No. 130 "Reporting
Comprehensive Income." The Company has no items of other comprehensive income;
therefore, net income equals comprehensive income.
NOTE 3 - ALLOWANCE FOR LOAN LOSSES
- ----------------------------------
The following is a summary of the changes in the allowance for loan losses for
the periods indicated (unaudited):
Three months ended June 30,
------------------------------
2001 2000
---- ----
Balance at beginning of period $ 12,031,622 10,008,257
Provision for loan losses 5,203,514 3,912,303
Loan losses (5,360,270) (3,914,850)
Recoveries 442,879 349,402
Allowance on acquired loans,
net of specific charge-offs 339,652 915,623
------------ --------------
Balance at end of period $ 12,657,397 11,270,735
============ ==============
7
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
- -------------
Results of Operations
- ---------------------
The following table sets forth certain information derived from the Company's
consolidated statements of operations and balance sheets, as well as operating
data and ratios, for the periods indicated (unaudited):
Three months
ended June 30,
--------------
2001 2000
---- ----
(Dollars in thousands)
Average gross loans receivable /(1)/ $ 215,540 182,479
Average loans receivable /(2)/ 164,025 140,848
Expenses as a % of total revenue:
Provision for loan losses 17.1% 14.5%
General and administrative 59.1% 60.9%
Total interest expense 5.2% 6.5%
Operating margin /(3)/ 23.8% 24.6%
Return on average assets (annualized) 7.8% 7.9%
Offices opened or acquired, net 4 7
Total offices (at period end) 424 417
- ------------
/(1)/ Average gross loans receivable have been determined by averaging month-
end gross loans receivable over the indicated period.
/(2)/ Average loans receivable have been determined by averaging month-end
gross loans receivable less unearned interest and deferred fees over the
indicated period.
/(3)/ Operating margin is computed as total revenues less provision for loan
losses and general and administrative expenses, as a percentage of total
revenue.
Comparison of Three Months Ended June 30, 2001, Versus
- ------------------------------------------------------
Three Months Ended June 30, 2000
- --------------------------------
Net income rose to $3.7 million for the three months ended June 30, 2001, a
14.6% increase over the $3.2 million earned during the corresponding three-month
period of the previous year. This increase resulted from an increase in
operating income (revenues less provision for loan losses and general and
administrative expenses) of approximately $603,000, or 9.1% , and a decrease in
interest expense, offset partially by an increase in income taxes.
Interest and fee income for the quarter ended June 30, 2001, increased by $3.8
million, or 16.6%, over the same period of the prior year. This increase
resulted from a $23.2 million increase, or 16.5%, in average loans receivable
over the two corresponding periods.
Insurance commissions and other income decreased by $349,000, or 8.5%, over
the two quarters. Insurance commissions decreased by $189,000, or 8.5%, due to
a change in state law in the state of Tennessee. Effective July 2, 2000,
Tennessee prohibited the sale of credit insurance and other ancillary products
on loans less than $1,000, but increased the interest and fees that could be
charged on these loans. The overall effect of this law change was slightly
8
WORLD ACCEPTANCE CORPORATION
MANAGEMENTS' DISCUSSION AND ANALYSIS, CONTINUED
-----------------------------------------------
Comparison of Three Months Ended June 30, 2001, Versus
- ------------------------------------------------------
Three Months Ended June 30, 2000, continued
- -------------------------------------------
slightly revenue positive to the Company, but resulted in a reclassification of
revenues in the Statement of Operations. Other income decreased by $160,000, or
8.5%, primarily as a result of reduced revenue by ParaData, the Company's
computer subsidiary.
Total revenues rose to $30.4 million during the quarter ended June 30, 2001, a
12.8% increase over the $26.9 million for the corresponding quarter of the
previous year. Revenues from the 400 offices open throughout both quarters
increased by approximately 8.8%, primarily due to increased balances of loans
receivable in those offices. At June 30, 2001, the Company had 424 offices in
operation, an increase of 4 offices from March 31, 2001.
The provision for loan losses during the quarter ended June 30, 2001,
increased by $1,291,200, or 33.0%, from the same quarter last year. This
increase resulted from a combination of increases in both the general allowance
for loan losses due to loan growth and the amount of loans charged off. Net
charge-offs for the current quarter amounted to $4.9 million, a 37.9% increase
over the $3.6 million charged off during the same quarter of fiscal 2001. As a
percentage of average loans receivable, net charge-offs increased from 10.1% on
an annualized basis from three months ended June 30, 2000 to 12.0% annualized
for the most recent quarter. The Company expects this trend in charge-offs to
continue at least through the third quarter.
General and administrative expenses for the quarter ended June 30, 2001,
increased by $1.6 million, or 9.5% over the same quarter of fiscal 2001.
Overall, general and administrative expenses, when divided by average open
offices, increased by approximately 7.5% when comparing the two periods; and, as
a percentage of total revenue, decreased from 60.9% during the prior year
quarter to 59.1% during the most recent quarter.
Interest expense decreased by $165,000, or 9.4%, over the two corresponding
quarterly periods even though average debt outstanding increased by
approximately 8.5% over these two periods. This decrease was due to the
significant interest rate reductions that took place during the last six months.
The weighted average interest rate of the revolving credit facility reduced from
8.42% at June 30, 2000 to 5.71% at June 30, 2001.
The Company's effective income tax rate increased slightly from 34.5% during
the first quarter of fiscal 2001 to 35.2% during the most recent quarter due to
a decreased impact of certain favorable permanent differences over a larger
expected earnings base.
Liquidity and Capital Resources
- -------------------------------
The Company's primary sources of funds are cash flow from operations and
borrowings under its revolving credit agreement. The Company's primary ongoing
cash requirements are funding the opening and operation of new offices, funding
overall growth of loans outstanding (including acquisitions), the repayment of
existing debt and the repurchase of its common stock.
The Company has an $105.0 million revolving credit facility, and $8.0 million
of subordinated notes.
The revolving credit facility expires on September 30, 2002, and bears
interest, at the Company's option, at the agent's prime rate or LIBOR plus
1.75%. At June 30, 2001, the weighted average interest rate under the facility
was 5.71%, and the Company's outstanding balance was $88.0 million, leaving
$17.0 million in borrowing availability under existing borrowing base
limitations (based on eligible loans receivable).
The senior subordinated notes provide for interest payments to be made
quarterly at a fixed rate of 10.0%. Annual principal payments of $2.0 million
are due each June 30, with a final maturity date of June 30, 2004.
Borrowings under the revolving credit facility and the senior subordinated
notes are secured by a lien on substantially all the tangible and intangible
assets of the Company and its subsidiaries pursuant to various security
agreements.
9
WORLD ACCEPTANCE CORPORATION
MANAGEMENTS' DISCUSSION AND ANALYSIS, CONTINUED
-----------------------------------------------
The Company believes that cash flow from operations and borrowings under its
revolving credit facility will be adequate for the foreseeable future to fund
the continuing growth of the Company's loan portfolio, to fund the principal
payments due under the senior subordinated notes, to repurchase its common stock
on a limited basis, and to fund the expected cost of opening and operating new
offices, including funding initial operating losses of new offices and loans
receivable originated by those offices and the Company's other offices.
Inflation
- ---------
The Company does not believe that inflation has a material adverse effect on
its financial condition or results of operations. The primary impact of
inflation on the operations of the Company is reflected in increased operating
costs. While increases in operating costs would adversely affect the Company's
operations, the consumer lending laws of three of the nine states in which the
Company currently operates allow indexing of maximum loan amounts to the
Consumer Price Index. These provisions will allow the Company to make larger
loans at existing interest rates, which could partially offset the effect of
inflationary increases in operating costs.
Quarterly Information and Seasonality
- -------------------------------------
The Company's loan volume and corresponding loans receivable follow seasonal
trends. The Company's highest loan demand occurs each year from October through
December, its third fiscal quarter. Loan demand is generally the lowest and
loan repayment is highest from January to March, its fourth fiscal quarter.
Loan volume and average balances remain relatively level during the remainder of
the year. This seasonal trend causes fluctuations in the Company's cash needs
and quarterly operating performance through corresponding fluctuations in
interest and fee income and insurance commissions earned, since unearned
interest and insurance income are accreted to income on a collection method.
Consequently, operating results for the Company's third fiscal quarter are
significantly lower than in other quarters and operating results for its fourth
fiscal quarter are generally higher than in other quarters.
Impact of Recently Issued Accounting Standards
- ----------------------------------------------
In July 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, Goodwill and Other Intangible Assets. Statement 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001, as well as all purchase method business
combinations completed after June 30, 2001. Statement 141 also specifies
criteria intangible assets acquired in a purchase method business combination
must meet to be recognized and reported apart from goodwill, noting that any
purchase price allocable to an assembled workforce may not be accounted for
separately. Statement 142 will require that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 will also require that intangible assets with definite useful
lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of.
The Company is required to adopt the provisions of Statement 141 immediately,
and Statement 142 effective April 1, 2002. Furthermore, any goodwill and any
intangible asset determined to have an indefinite useful life that are acquired
in a purchase business combination completed after June 30, 2001 will not be
amortized, but will continue to be evaluated for impairment in accordance with
the appropriate pre-Statement 142 accounting literature. Goodwill and
intangible assets acquired in business combinations completed before July 1,
2001 will continue to be amortized prior to the adoption of Statement 142.
Statement 141 will require, upon adoption of Statement 142, that the Company
evaluate its existing intangible assets and goodwill that were acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from goodwill. Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible assets acquired
in purchase business combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. In addition,
to the extent an intangible asset is
10
identified as having an indefinite useful life, the Company will be required to
test the intangible asset for impairment in accordance with the provisions of
Statement 142 within the first interim period. Any impairment loss will be
measured as of the date of adoption and recognized as the cumulative effect of a
change in accounting principle in the first interim period.
In connection with the transitional goodwill impairment evaluation, Statement
142 will require the Company to perform an assessment of whether there is an
indication that goodwill is impaired as of the date of adoption. To accomplish
this the Company must identify its reporting units and determine the carrying
value of each reporting unit by assigning the assets and liabilities, including
the existing goodwill and intangible assets, to those reporting units as of the
date of adoption. The Company will then have up to six months from the date of
adoption to determine the fair value of each reporting unit and compare it to
the reporting unit's carrying amount. To the extent a reporting unit's carrying
amount exceeds its fair value, an indication exists that the reporting unit's
goodwill may be impaired and the Company must perform the second step of the
transitional impairment test. In the second step, the Company must compare the
implied fair value of the reporting unit's goodwill, determined by allocating
the reporting unit's fair value to all of it assets (recognized and
unrecognized) and liabilities in a manner similar to a purchase price allocation
in accordance with Statement 141, to its carrying amount, both of which would be
measured as of the date of adoption. This second step is required to be
completed as soon as possible, but no later than the end of the year of
adoption. Any transitional impairment loss will be recognized as the cumulative
effect of a change in accounting principle in the Company's statement of
operations.
As of the date of adoption, the Company expects to have unamortized goodwill
in the amount of $811,038, and unamortized identifiable intangible assets in
the amount of $11,407,805, all of which will be subject to the transition
provisions of Statements 141 and 142. Amortization expense related to goodwill
was $165,865 and $41,466 for the year ended March 31, 2001 and the three months
ended June 30, 2001, respectively. Because of the extensive effort needed to
comply with adopting Statements 141 and 142, it is not practicable to reasonably
estimate the impact of adopting these Statements on the Company's financial
statements at the date of this report, including whether any transitional
impairment losses will be required to be recognized as the cumulative effect of
a change in accounting principle.
Forward-Looking Information
- ---------------------------
This report on Form 10-Q, including "Management's Discussion and Analysis of
Financial Condition and Results of Operations," may contain various "forward-
looking statements," within the meaning of Section 21E of the Securities
Exchange Act of 1934, that are based on management's belief and assumptions, as
well as information currently available to management. When used in this
document, the words "anticipate," "estimate," "expect," and similar expressions
may identify forward-looking statements. Although the Company believes that the
expectations reflected in any such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to be correct. Any such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, the Company's actual financial results, performance
or financial condition may vary materially from those anticipated, estimated or
expected. Among the key factors that could cause the Company's actual financial
results, performance or condition to differ from the expectations expressed or
implied in such forward-looking statements are the following: changes in
interest rates, risks inherent in making loans, including repayment risks and
value of collateral; recently-enacted or proposed legislation; the timing and
amount of revenues that may be recognized by the Company; changes in current
revenue and expense trends (including trends affecting charge-offs); changes in
the Company's markets and general changes in the economy (particularly in the
markets served by the Company); and other matters discussed in this Report and
the Company's other filings with the Securities and Exchange Commission.
11
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company's outstanding debt under the Revolving Credit Facility was
$88.0 million at June 30, 2001. Interest on borrowings under this
facility is based, at the Company's option, on the prime rate or LIBOR
plus 1.75%. Based on the outstanding balance at June 30, 2001, a change
of 1% in the interest rate would cause a change in interest expense of
approximately $880,000 on an annual basis.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time the Company is involved in routine litigation
relating to claims arising out of its operations in the normal course
of business. The Company believes that it is not presently a party to
any such pending legal proceedings that would have a material adverse
effect on its financial condition.
Item 2. Changes in Securities
---------------------
The Company's credit agreements contain certain restrictions on the
payment of cash dividends on its capital stock.
12
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
PART II. OTHER INFORMATION, CONTINUED
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
Previous Company
Exhibit Exhibit Registration
Number Description Number No. or Report
- --------------------------------------------------------------------------------------------------------------
3.1 Second Amended and Restated Articles of Incorporation of the 3.1 1992 10-K
Company
3.2 First Amendment to Second Amended and Restated Articles 3.2 1995 10-K
of Incorporation
3.3 Amended Bylaws of the Company 3.4 33-42879
4.1 Specimen Share Certificate 4.1 33-42879
4.2 Articles 3, 4 and 5 of the Form of Company's Second 3.1, 3.2 1995 10-K
Amended and Restated Articles of Incorporation (as amended)
4.3 Article II, Section 9 of the Company's Second Amended 3.2 1995 10-K
and Restated Bylaws
4.4 Amended and restated Revolving Credit Agreements, dated as 4.4 9-30-97 10-Q
of June 30, 1997, between Harris Trust and Savings Bank, the
Banks signatory thereto from time to time and the Company
4.5 Note Agreement, dated as of June 30, 1997, between Principal 4.7 9-30-97 10-Q
Mutual Life Insurance Company and the Company re: 10%
Senior Subordinated Secured Notes
4.6 Amended and Restated Security Agreement, Pledge and Indenture 4.8 9-30-97 10-Q
of Trust, dated as of June 30, 1997, between the Company and
Harris Trust and Savings Bank, as Security Trustee
10.1+ Employment Agreement of Charles D. Walters, effective April 1, 10.1 1994 10-K
1994
10.2+ Employment Agreement of A. Alexander McLean, III, effective 10.2 1994 10-K
April 1, 1994
10.3+ Employment Agreement of Douglas R. Jones, effective 10.3 12-31-99 10-Q
August 16, 1999
10.4+ Securityholders' Agreement, dated as of September 19, 1991, 10.5 33-42879
between the Company and certain of its securityholders
13
10.5+ World Acceptance Corporation Supplemental 10.7 2000 10-K
Income Plan
10.6+ Board of Directors Deferred Compensation Plan 10.6 2000 10-K
10.7+ 1992 Stock Option Plan of the Company 4 33-52166
10.8+ 1994 Stock Option Plan of the Company, as amended 10.6 1995 10-K
10.9+ The Company's Executive Incentive Plan 10.6 1994 10-K
10.10+ World Acceptance Corporation Retirement Savings Plan 4.1 333-14399
10.11+ Executive Deferral Plan 10.12 2001 10-K
+ Management Contract or other compensatory plan required to be filed under Item
14(c) of this report and Item 601 of Regulation 5-K of the Securities and
Exchange Commission.
(b) Reports on Form 8-K.
There were no reports filed on Form 8-K during the quarter ended June 30,
2001.
14
WORLD ACCEPTANCE CORPORATION
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WORLD ACCEPTANCE CORPORATION
Dated: August 13, 2001 /s/ C. D. Walters
---------------------------------------
C. D. Walters, Chairman, and
Chief Executive Officer
Dated: August 13, 2001 /s/ A. A. McLean III
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A. A. McLean III, Executive Vice President
and Chief Financial Officer
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