Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Management assessed our internal control over financial reporting as of March 31, 2024, the end of our fiscal year. Management based its assessment on criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
Based on our assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Management’s Report on Internal Control over Financial Reporting is included in Part II, Item 8 of this Form 10-K. We reviewed the results of management’s assessment with the Audit Compliance Committee of our Board of Directors.
Attestation Report of Public Accounting Firm
Our independent registered public accounting firm, RSM US LLP, independently assessed the effectiveness of the Company’s internal control over financial reporting. RSM US LLP has issued an attestation report concurring with management’s assessment, which is included at the end of Part II, Item 8 of this Form 10-K.
Inherent Limitations on Effectiveness of Controls
Our management, including the principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be
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circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Item 9B. Other Information
During the quarter ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted , modified or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
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PART III.
Item 10. Directors, Executive Officers and Corporate Governance
Information contained under the captions “Proposal 1 - Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” (if any) in the Proxy Statement is incorporated herein by reference in response to this Item 10. The information in response to this Item 10 regarding the executive officers of the Company is contained in Item 1, Part I hereof under the caption “Information about our Executive Officers.”
Insider Trading Policies and Procedures
Under United States securities laws, it is a crime to buy or sell securities of a company (including stocks or bonds) while in possession of material, non-public information about the company. Furthermore, it is a crime to pass on such information to others who use it for personal profit if the information was obtained in the course of one’s employment and disclosure violates a duty (of confidentiality or otherwise) owed to the employer. Corporations and “controlling persons” can also be criminally liable unless they take precautions to prevent violations of these laws.
The Company maintains an Insider Trading Policy (the “Policy”) as part of its efforts to ensure compliance with these laws. If a director, officer or any employee has material non-public information relating to the Company, the Policy, consistent with the law, requires that neither that person nor any related person may buy or sell securities of the Company or engage in any other action to take advantage of that information or to pass it on to others.
The Policy also applies to information obtained in the course of employment relating to any other company, including customers, suppliers or other companies with whom the Company is considering a transaction.
There are no exceptions for transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure).
To provide assistance in preventing inadvertent violations and avoiding even the appearance of an improper transaction (which could result, for example, where any director, officer or other employee engages in a trade while unaware of a pending major development), the Policy provides that:
• Except as otherwise set forth below with respect to Rule 10b5-1 Plans, all transactions in Company securities (acquisitions, dispositions, transfers, etc.) and any plans related thereto by "Insiders" (as defined in the Policy) must be pre-cleared by the Company’s Chief Financial Officer or General Counsel.
• Insiders include all directors and officers, as well as certain other designated employees. If an employee has not been previously designated as an Insider and the Company determines that he or she is or may become aware of potentially material information nonetheless, such employee will be notified of his or her Insider status and the rules relating to trading by Insiders will apply to such employee until further notice.
• Those persons required to pre-clear transactions should contact the Chief Financial Officer or General Counsel at least two business days in advance of a proposed transaction. The Chief Financial Officer or General Counsel will make appropriate inquiries, review and, as soon as possible, advise whether or not the Company will permit a transaction under the circumstances. The Chief Financial Officer or General Counsel is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction, or may approve the transaction in advance of the two business day window, if appropriate review is completed.
• Once pre-cleared, a transaction or Rule 10b5-1 Plan must be initiated within two business days. If a transaction is not initiated within that period, it cannot thereafter be initiated without a second pre-clearance.
• There will be regular quarterly blackout periods, and may be additional blackout periods instituted by the Company for certain specific events or anticipated announcements, during which transactions in the Company’s stock will not be permitted.
The Policy also contains prohibitions or limitations on certain transactions that could result in actual or apparent conflicts of interest or forced sales during periods when transactions are prohibited, including various derivative transactions, short sales,
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hedges, pledges and short-term trading. This description of the Policy is just a summary and is qualified in its entirety by reference to the full Policy, which is attached as Exhibit 19 to this Annual Report on Form 10-K.
Item 11. Executive Compensation
Information contained under the captions “Corporate Governance,” “Executive Compensation,” “Director Compensation,” and “Compensation Discussion and Analysis” in the Proxy Statement is incorporated herein by reference in response to this Item 11. The “Report of the Compensation Committee” in the Proxy Statement, which shall be deemed furnished, but not filed herewith, is incorporated herein by reference in response to this Item 11.
Item 12. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters
Information contained under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Proxy Statement is incorporated by reference herein in response to this Item 12.
For additional information on our stock option plans, see Note 12 in the Notes to Consolidated Financial Statements for the year ended March 31, 2024.
Item 13. Certain Relationships and Related Transactions and Director Independence
Information contained under the captions “Certain Relationships and Related Person Transactions” and “Corporate Governance” in the Proxy Statement is incorporated by reference in response to this Item 13.
Item 14. Principal Accountant Fees and Services
Information contained under the proposal captioned "Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement is incorporated by reference in response to this Item 14.
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PART IV.
Item 15. Exhibits and Financial Statement Schedules
(a)(1) The following Consolidated Financial Statements of the Company and Report of Independent Registered Public Accounting Firm are filed as part of this Annual Report under Item 8.
Consolidated Financial Statements:
Consolidated Balance Sheets at March 31, 2024 and 2023
Consolidated Statements of Operations for the fiscal years ended March 31, 2024, 2023, and 2022
Consolidated Statements of Shareholders' Equity for the fiscal years ended March 31, 2024, 2023, and 2022
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2024, 2023, and 2022
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 49 )
(a)(2) Financial Statement Schedules
All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable, or the required information is included elsewhere in the Consolidated Financial Statements.
(a)(3) Exhibits
The list of exhibits filed as a part of this Form 10-K is set forth on the Exhibit Index immediately preceding the signatures to this Form 10-K and is incorporated by reference in this Item 15(a)(3).
(b) Exhibits
The exhibits listed in the accompanying Exhibit Index are filed as a part of this Annual Report on Form 10-K.
(c) Separate Financial Statements and Schedules
Financial statement schedules have been omitted since the required information is included in our Consolidated Financial
Statements contained in Item 8 of this Annual Report on Form 10-K.
Item 16. Form 10-K Summary
None.
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EXHIBIT INDEX
Exhibit
Number Exhibit Description Filed
Herewith Incorporated by Reference
Form or
Registration
Number Exhibit Filing
Date
3.01 Second Amended and Restated Articles of Incorporation of World Acceptance Corporation, as amended
S-8 3.1 07-29-03
3.02 Eighth Amended and Restated Bylaws of World Acceptance Corporation
10-Q 3.01 11-08-18
4.01 Specimen Share Certificate S-1A 4.1 10-28-91
4.02 Description of Securities
10-K 4.04 05-24-19
4.03 Indenture, dated as of September 27, 2021, among the Company, the guarantors listed therein, and The Bank of New York Mellon Trust Company, N.A.
8-K 4.1 09-28-21
10.01 Amended and Restated Revolving Credit Agreement, dated as of June 7, 2019
8-K 10.1 06-07-19
10.02 Amended and Restated Security Agreement, Pledge and Indenture of Trust, dated as of June 7, 2019
8-K 10.2 06-07-19
10.03 Amended and Restated Security Agreement, Pledge and Indenture of Trust (subsidiaries), dated as of June 7, 2019
8-K 10.3 06-07-19
10.04 Amended and Restated Guaranty Agreement, dated as of June 7, 2019
8-K 10.4 06-07-19
10.05 First Amendment to Amended and Restated Revolving Credit Facility dated December 20, 2019
8-K 10.1 12-23-19
10.06 Second Amendment to Amended and Restated Revolving Credit Facility dated April 29, 2020
8-K 10.1 04-30-20
10.07 Third Amendment to Amended and Restated Revolving Credit Facility, dated July 24, 2020
8-K 10.1 07-24-20
10.08 Fourth Amendment to Amended and Restated Revolving Credit Facility dated December 15, 2020
8-K/A 10.1 12-16-20
10.09 Fifth Amendment to Amended and Restated Revolving Credit Facility dated March 26, 2021
8-K 10.1 03-29-21
10.10 Sixth Amendment to Amended and Restated Revolving Credit Facility dated September 27, 2021
8-K 10.1 09-28-21
10.11 Seventh Amendment to Amended and Restated Revolving Credit Facility dated May 3, 2022
8-K 10.1 05-06-22
10.12
Eighth Amendment to Amended and Restated Revolving Credit Facility dated July 27, 2022
8-K
10.1 7-27-22
10.13
N in th Amendment to Amended and Restated Revolving Credit Facility dated November 23 , 2022
8-K
10.1 11-23-22
10.14
Tenth Amendment to Amended and Restated Revolving Credit Facility dated July 18 , 202 3
8-K
10.1 07-18-23
10.15
Eleventh Amendment to Amended and Restated Revolving Credit Facility dated November 9 , 202 3
8-K
10.1 11-09-23
10.16
Twelve Amendment to Amended and Restated Revolving Credit Facility dated February 28 , 202 4
8-K
10.1 02-28-24
10.17+
World Acceptance Corporation Retirement Savings Plan S-8 4.1 10-18-96
10.18+
World Acceptance Corporation Retirement Savings Plan Fifth Amendment
10-Q 10.1 02-02-09
10.19+
World Acceptance Corporation Supplemental Income Plan
10-K 10.7 06-29-00
10.20+
Second Amendment to the World Acceptance Corporation Supplemental Income Plan
10-Q 10.15 02-01-08
10.21+
Second Amended and Restated World Acceptance Corporation 2005 Supplemental Income Plan
10-Q 10.18 02-01-08
10.22+
First Amendment to the Second Amended and Restated World Acceptance Corporation 2005 Supplemental Income Plan
8-K 10.1 04-19-19
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10.23+
World Acceptance Corporation 2009 Supplemental Income Plan
10-Q 10.1 08-03-09
10.24+
World Acceptance Corporation Board of Directors Deferred Compensation Plan
10-K 10.6 06-29-00
10.25+
Second Amendment to the World Acceptance Corporation Board of Directors Deferred Compensation Plan (2000)
10-Q 10.13 02-01-08
10.26+
First Amended and Restated World Acceptance Corporation Board of Directors 2005 Deferred Compensation Plan
10-Q 10.16 02-01-08
10.27+
World Acceptance Corporation Executive Deferral Plan
10-K 10.12 06-29-01
10.28+
Second Amendment to the World Acceptance Corporation Executive Deferral Plan
10-Q 10.14 02-01-08
10.29+
First Amended and Restated World Acceptance Corporation 2005 Executive Deferral Plan
10-Q 10.17 02-01-08
10.30+
World Acceptance Corporation 2008 Stock Option Plan
DEF 14A Appendix A 06-30-08
10.31+
Form of Stock Option Agreement (Form A)
8-K 99.1 12-10-12
10.32+
World Acceptance Corporation 2011 Stock Option Plan
DEF 14A Appendix A 06-29-11
10.33+
Form of Stock Option Agreement (Form B)
10-K 10.35 06-13-18
10.34+
Form of Stock Option Agreement (Form C)
10-K 10.36 06-13-18
10.35+
Form of Stock Option Agreement under the 2011 Plan (Long-Term Incentive Program)
8-K 10.5 10-16-18
10.36+
Form of Stock Option Agreement under the 2017 Plan (Long-Term Incentive Program)
8-K 10.6 10-16-18
10.37+
Form of Restricted Stock Award (Service-Based) Agreement under the 2011 Plan (Long-Term Incentive Program)
8-K 10.1 10-16-18
10.38+
Form of Restricted Stock Award Agreement (Service-Based) under the 2017 Plan (Long-Term Incentive Program)
8-K 10.2 10-16-18
10.39+
Form of Restricted Stock Award Agreement (Service- and Performance-Based) under the 2011 Plan (Long-Term Incentive Program)
8-K 10.3 10-16-18
10.40+
Form of Restricted Stock Award Agreement (Service- and Performance-Based) under the 2017 Plan (Long-Term Incentive Program)
8-K 10.4 10-16-18
10.41+
World Acceptance Corporation 2017 Stock Incentive Plan
S-8 99 09-08-17
10.42+
Amended and Restated Employment Agreement, dated as of April 1, 2019, by and between World Acceptance Corporation and R. Chad Prashad
8-K 10.2 04-19-19
10.43+
Amended and Restated Employment Agreement, dated as of April 1, 2019, by and between World Acceptance Corporation and John L. Calmes, Jr.
8-K 10.3 04-19-19
10.44+
Amended and Restated Employment Agreement, dated as of April 1, 2019, by and between World Acceptance Corporation and D. Clinton Dyer
8-K 10.4 04-19-19
10.45+
Employment Agreement, dated as of April 1, 2018, by and between Luke J. Umstetter and World Acceptance Corporation
10-K 10.65 05-24-19
19
I nsider Trading P olicy
*
21 Schedule of the Company’s Subsidiaries as of March 31, 2024
*
23 Consent of RSM US LLP
*
31.01 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
*
31.02 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
*
32.01 Section 1350 Certification of Chief Executive Officer
*
32.02 Section 1350 Certification of Chief Financial Officer
*
97
P olicy R elating to Recovery of Erroneously Awarded Compensation
*
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101 The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, formatted in XBRL:
*
(i) Consolidated Balance Sheets as of March 31, 2024 and March 31, 2023;
(ii) Consolidated Statements of Operations for the fiscal years ended March 31, 2024, March 31, 2023, and March 31, 2022;
(iii) Consolidated Statements of Shareholders’ Equity for the fiscal years ended March 31, 2024, March 31, 2023, and March 31, 2022;
(iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2024, March 31, 2023, and March 31, 2022;
and
(v) Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Submitted electronically herewith.
+ Management Contract or other compensatory plan required to be filed under Item 15 of this report and Item 601 of Regulation S-K of the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By: /s/ R. Chad Prashad
R. Chad Prashad
President and Chief Executive Officer
Date: May 23, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ R. Chad Prashad /s/ John L. Calmes, Jr.
R. Chad Prashad John L. Calmes, Jr.
President, Chief Executive Officer and Director Executive Vice President and Chief Financial and Strategy Officer
Signing on behalf of the registrant and as principal executive officer Signing on behalf of the registrant and as principal financial officer
Date: May 23, 2024 Date: May 23, 2024
/s/ Scott McIntyre
Scott McIntyre
Senior Vice President of Accounting
Signing on behalf of the registrant and as principal accounting officer
Date: May 23, 2024
/s/ Ken R. Bramlett, Jr. /s/ Scott J. Vassalluzzo
Ken R. Bramlett, Jr. Scott J. Vassalluzzo
Chairman of the Board of Directors and a Director Director
Date: May 23, 2024 Date: May 23, 2024
/s/ Charles D. Way /s/ Darrell Whitaker
Charles D. Way Darrell Whitaker
Director Director
Date: May 23, 2024 Date: May 23, 2024
/s/ Beth Neuhoff /s/ Benjamin Robinson
Beth Neuhoff
Benjamin Robinson
Director Director
Date: May 23, 2024 Date: May 23, 2024
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