UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30,~~December 31, 2020


☐			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: 000-19599

WORLD ACCEPTANCE CORPORATION

(Exact name of registrant as specified in its charter.)


South Carolina						57-0425114
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)


104 S Main Street
Greenville,	South Carolina	29601
(Address of principal executive offices)
(Zip Code)


(864)			298-9800
(registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	WRLD	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

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. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The number of outstanding shares of the issuer’s no par value common stock as of ~~October 30, 2020~~January 29, 2021 was ~~6,872,921.~~6,804,681.

WORLD ACCEPTANCE CORPORATION

FORM 10-Q

TABLE OF CONTENTS


Item No.	Item No.	Contents	Page	Item No.	Contents	Page
		GLOSSARY OF DEFINED TERMS	4		GLOSSARY OF DEFINED TERMS	4

		PART I - FINANCIAL INFORMATION			PART I - FINANCIAL INFORMATION
1.	1.	Consolidated Financial Statements (unaudited):	5	1.	Consolidated Financial Statements (unaudited):	5
		Consolidated Balance Sheets as of September 30, 2020 and March 31, 2020	5		Consolidated Balance Sheets as of December 31, 2020 and March 31, 2020	5
		Consolidated Statements of Operations for the three and six months ended September 30, 2020 and September 30, 2019	6		Consolidated Statements of Operations for the three and nine months ended December 31, 2020 and December 31, 2019	6

		Consolidated Statements of Shareholders' Equity for the three and six months ended September 30, 2020 and September 30, 2019	7		Consolidated Statements of Shareholders' Equity for the three and nine months ended December 31, 2020 and December 31, 2019	7
		Consolidated Statements of Cash Flows for the six months ended September 30, 2020 and September 30, 2019	9		Consolidated Statements of Cash Flows for the nine months ended December 31, 2020 and December 31, 2019	9
		Notes to Consolidated Financial Statements	10		Notes to Consolidated Financial Statements	10
2.	2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29	2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
3.	3.	Quantitative and Qualitative Disclosures about Market Risk	39	3.	Quantitative and Qualitative Disclosures about Market Risk	40
4.	4.	Controls and Procedures	39	4.	Controls and Procedures	40

		PART II - OTHER INFORMATION			PART II - OTHER INFORMATION
1.	1.	Legal Proceedings	40	1.	Legal Proceedings	41
1A.	1A.	Risk Factors	40	1A.	Risk Factors	41
2.	2.	Unregistered Sales of Equity Securities and Use of Proceeds	40	2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
3.	3.	Defaults Upon Senior Securities	41	3.	Defaults Upon Senior Securities	42
4.	4.	Mine Safety Disclosures	41	4.	Mine Safety Disclosures	42
5.	5.	Other Information	41	5.	Other Information	42
6.	6.	Exhibits	41	6.	Exhibits	42

		EXHIBIT INDEX	42		EXHIBIT INDEX	43

		SIGNATURES	43		SIGNATURES	44

Introductory Note: As used herein, the "Company," "we," "our," "us," or similar formulations include World Acceptance Corporation and each of its subsidiaries, unless otherwise expressly noted or the context otherwise requires that it include only World Acceptance Corporation. All references in this report to "fiscal 2021" are to the Company’s fiscal year ending March 31, 2021; all references in this report to "fiscal 2020" are to the Company's fiscal year ended March 31, 2020; and all references to "fiscal 2019" are to the Company’s fiscal year ended March 31, 2019.

Table of Contents

GLOSSARY OF DEFINED TERMS

The following terms may be used throughout this Report, including consolidated financial statements and related notes.


Term			Definition
~~ACL~~			~~Allowance for Credit Losses~~
ASU			Accounting Standards Update
CECL			Current Expected Credit Loss
CEO			Chief Executive Officer
CFO			Chief Financial Officer
CFPB			U.S. Consumer Financial Protection Bureau
Compensation Committee			Compensation and Stock Option Committee
Customer Tenure			The number of years since a customer was first serviced by the Company
DOJ			U.S. Department of Justice
EBITDA			Earnings before interest, taxes, depreciation, and amortization
Exchange Act			Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board
~~FCPA~~			~~U.S. Foreign Corrupt Practices Act of 1977, as amended~~
G&A			General and administrative
GAAP			U.S. generally accepted accounting principles
~~IRC~~			~~Internal Revenue Code of 1986, as amended~~
IRS			U.S. Internal Revenue Service
LIBOR			London Interbank Offered Rate
Option Measurement Period			The 6.5 year performance period beginning on September 30, 2018 and ending on March 31, 2025 over which the Performance Options are eligible to vest, following certification by the Compensation Committee of achievement
PCD			Purchased Assets with Credit Deterioration
Performance Options			Performance-based stock options
Performance Share Measurement Period			The 6.5 year performance period beginning on September 30, 2018 and ending on March 31, 2025 over which the Performance Shares are eligible to vest, following certification by the Compensation Committee of achievement
Performance Shares			Service- and performance-based restricted stock awards
~~Purchasers~~			~~Jointly, Astro Wealth S.A. de C.V. and Astro Assets S.A. de C.V.~~
Rehab Rate			Percentage of 91 days or more delinquent that do not charge off
Restricted Stock			Service-based restricted stock awards
SEC			U.S. Securities and Exchange Commission
Service Options			Service-based stock options
TAL			Tax Advance Loan
~~WAC de Mexico~~			~~WAC de México, S.A. de C.V., SOFOM, E.N.R., a former subsidiary of World Acceptance Corporation~~

Table of Contents

PART I. FINANCIAL INFORMATION

WORLD ACCEPTANCE CORPORATION

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)


		September 30, 2020		March 31, 2020			December 31, 2020		March 31, 2020
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	13,987,906	$	11,618,922	Cash and cash equivalents	$	9,690,662	$	11,618,922
Gross loans receivable	Gross loans receivable	1,109,366,487		1,209,871,366		Gross loans receivable	1,264,530,315		1,209,871,366
Less:	Less:					Less:
Unearned interest, insurance and fees	Unearned interest, insurance and fees	(289,700,225)		(308,980,724)		Unearned interest, insurance and fees	(335,055,919)		(308,980,724)
Allowance for credit losses	Allowance for credit losses	(109,601,359)		(96,487,856)		Allowance for credit losses	(113,467,361)		(96,487,856)
Loans receivable, net	Loans receivable, net	710,064,903		804,402,786		Loans receivable, net	816,007,035		804,402,786
Right-of-use asset (Note 6)	Right-of-use asset (Note 6)	95,335,005		101,686,918		Right-of-use asset (Note 6)	93,144,480		101,686,918
Property and equipment, net	Property and equipment, net	25,910,292		24,761,108		Property and equipment, net	26,382,402		24,761,108
Deferred income taxes, net	Deferred income taxes, net	29,425,306		23,257,985		Deferred income taxes, net	26,507,211		23,257,985
Other assets, net	Other assets, net	26,122,886		28,547,950		Other assets, net	28,896,627		28,547,950
Goodwill	Goodwill	7,370,791		7,370,791		Goodwill	7,370,791		7,370,791
Intangible assets, net	Intangible assets, net	22,930,322		24,448,477		Intangible assets, net	24,886,162		24,448,477
Assets held for sale (Note 2)	Assets held for sale (Note 2)	1,143,528		3,991,498		Assets held for sale (Note 2)	1,143,528		3,991,498

Total assets	Total assets	$	932,290,939	$	1,030,086,435	Total assets	$	1,034,028,898	$	1,030,086,435

LIABILITIES & SHAREHOLDERS' EQUITY	LIABILITIES & SHAREHOLDERS' EQUITY					LIABILITIES & SHAREHOLDERS' EQUITY

Liabilities:	Liabilities:					Liabilities:
Senior notes payable	Senior notes payable	$	424,900,000	$	451,100,000	Senior notes payable	$	539,600,000	$	451,100,000
Income taxes payable	Income taxes payable	4,723,017		4,965,302		Income taxes payable	852,920		4,965,302
Lease liability (Note 6)	Lease liability (Note 6)	96,481,607		102,759,386		Lease liability (Note 6)	94,384,535		102,759,386
Accounts payable and accrued expenses	Accounts payable and accrued expenses	38,911,164		59,298,680		Accounts payable and accrued expenses	40,329,254		59,298,680

Total liabilities	Total liabilities	565,015,788		618,123,368		Total liabilities	675,166,709		618,123,368

Commitments and contingencies (Notes 6 and 12)	Commitments and contingencies (Notes 6 and 12)					Commitments and contingencies (Notes 6 and 12)	0		0

Shareholders' equity:	Shareholders' equity:					Shareholders' equity:
Preferred stock, no par value Authorized 5,000,000, no shares issued or outstanding		0		0
Common stock, no par value Authorized 95,000,000 shares; issued and outstanding 7,002,080 and 7,807,834 shares at September 30, 2020 and March 31, 2020, respectively		0		0
Preferred stock, 0 par value Authorized 5,000,000, 0 shares issued or outstanding						Preferred stock, 0 par value Authorized 5,000,000, 0 shares issued or outstanding	0		0
Common stock, 0 par value Authorized 95,000,000 shares; issued and outstanding 6,765,778 and 7,807,834 shares at December 31, 2020 and March 31, 2020, respectively						Common stock, 0 par value Authorized 95,000,000 shares; issued and outstanding 6,765,778 and 7,807,834 shares at December 31, 2020 and March 31, 2020, respectively	0		0
Additional paid-in capital	Additional paid-in capital	237,547,566		227,214,577		Additional paid-in capital	240,805,369		227,214,577
Retained earnings	Retained earnings	129,727,585		184,748,490		Retained earnings	118,056,820		184,748,490

Total shareholders' equity	Total shareholders' equity	367,275,151		411,963,067		Total shareholders' equity	358,862,189		411,963,067

Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	932,290,939	$	1,030,086,435	Total liabilities and shareholders' equity	$	1,034,028,898	$	1,030,086,435

See accompanying notes to consolidated financial statements.

Table of Contents

WORLD ACCEPTANCE CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


		Three months ended September 30,				Six months ended September 30,					Three months ended December 31,				Nine months ended December 31,
		2020		2019		2020		2019			2020		2019		2020		2019

Revenues:	Revenues:									Revenues:
Interest and fee income	Interest and fee income	$	108,885,851	$	126,091,032	$	218,746,307	$	249,001,181	Interest and fee income	$	114,885,857	$	130,224,337	$	333,632,164	$	379,225,518
Insurance income, net and other income	Insurance income, net and other income	15,555,201		15,482,084		29,561,547		31,013,918		Insurance income, net and other income	16,059,793		16,771,747		45,621,340		47,785,665
Total revenues	Total revenues	124,441,052		141,573,116		248,307,854		280,015,099		Total revenues	130,945,650		146,996,084		379,253,504		427,011,183

Expenses:	Expenses:									Expenses:
Provision for credit losses	Provision for credit losses	26,090,367		52,968,036		51,751,027		94,259,107		Provision for credit losses	28,857,443		55,219,470		80,608,470		149,478,577
General and administrative expenses:	General and administrative expenses:									General and administrative expenses:
Personnel	Personnel	46,832,893		49,610,802		91,454,916		102,070,247		Personnel	46,699,999		49,375,486		138,154,915		151,445,733
Occupancy and equipment	Occupancy and equipment	13,515,468		13,554,466		26,696,974		26,910,768		Occupancy and equipment	15,058,226		13,544,378		41,755,200		40,455,146
Advertising	Advertising	5,255,613		6,269,734		7,867,780		12,379,561		Advertising	6,660,129		8,181,106		14,527,909		20,560,667
Amortization of intangible assets	Amortization of intangible assets	1,286,118		1,257,953		2,668,246		2,212,594		Amortization of intangible assets	1,377,250		1,390,934		4,045,496		3,603,528
Other	Other	8,402,448		7,759,428		18,212,603		16,655,576		Other	8,079,467		18,065,823		26,292,070		34,721,399
Total general and administrative expenses	Total general and administrative expenses	75,292,540		78,452,383		146,900,519		160,228,746		Total general and administrative expenses	77,875,071		90,557,727		224,775,590		250,786,473

Interest expense	Interest expense	5,892,790		6,327,817		11,454,667		10,731,145		Interest expense	7,304,531		7,130,178		18,759,198		17,861,323
Total expenses	Total expenses	107,275,697		137,748,236		210,106,213		265,218,998		Total expenses	114,037,045		152,907,375		324,143,258		418,126,373

Income before income taxes		17,165,355		3,824,880		38,201,641		14,796,101
Income (loss) before income taxes										Income (loss) before income taxes	16,908,605		(5,911,291)		55,110,246		8,884,810

Income taxes	Income taxes	3,766,735		1,311,706		9,293,372		3,674,528		Income taxes	2,417,999		356,293		11,711,371		4,030,821

Net income		$	13,398,620	$	2,513,174	$	28,908,269	$	11,121,573
Net income (loss)										Net income (loss)	$	14,490,606	$	(6,267,584)	$	43,398,875	$	4,853,989

Net income per common share:
Net income (loss) per common share:										Net income (loss) per common share:
Basic	Basic	$	2.01	$	0.32	$	4.27	$	1.36	Basic	$	2.32	$	(0.87)	$	6.58	$	0.62
Diluted	Diluted	$	1.96	$	0.31	$	4.20	$	1.30	Diluted	$	2.25	$	(0.87)	$	6.44	$	0.59
Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic	Basic	6,680,969		7,807,229		6,773,704		8,155,263		Basic	6,233,961		7,220,938		6,593,135		7,842,689
Diluted	Diluted	6,853,425		8,201,597		6,890,265		8,532,012		Diluted	6,452,385		7,220,938		6,743,649		8,163,307

See accompanying notes to consolidated financial statements.

Table of Contents

WORLD ACCEPTANCE CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)


		Three months ended September 30, 2020				Three months ended December 31, 2020
		Common Stock							Common Stock
		Shares	Additional Paid-in Capital		Retained Earnings		Total Shareholders' Equity		Shares	Additional Paid-in Capital		Retained Earnings	Total Shareholders' Equity
Balances at June 30, 2020		7,451,588	$	231,678,312	159,564,603		391,242,915
Balances at September 30, 2020								Balances at September 30, 2020	7,002,080	$	237,547,566	129,727,585	367,275,151
Proceeds from exercise of stock options	Proceeds from exercise of stock options	15,571	1,006,825		—		1,006,825	Proceeds from exercise of stock options	18,205	1,248,999		—	1,248,999
Common stock repurchases	Common stock repurchases	(460,120)	—		(43,235,638)		(43,235,638)	Common stock repurchases	(238,452)	—		(26,161,371)	(26,161,371)
Restricted common stock expense under stock option plan, net of cancellations ($90,720)		(4,959)	3,776,190		—		3,776,190
Restricted common stock expense under stock option plan, net of cancellations ($2,889,656)								Restricted common stock expense under stock option plan, net of cancellations ($2,889,656)	(16,055)	1,154,157		—	1,154,157
Stock option expense	Stock option expense	—	1,086,239		—		1,086,239	Stock option expense	—	854,647		—	854,647

Net income	Net income	—	—		13,398,620		13,398,620	Net income	—	—		14,490,606	14,490,606
Balances at September 30, 2020		7,002,080	$	237,547,566	129,727,585		367,275,151
Balances at December 31, 2020								Balances at December 31, 2020	6,765,778	$	240,805,369	118,056,820	358,862,189


		Three months ended September 30, 2019				Three months ended December 31, 2019
		Common Stock							Common Stock
		Shares	Additional Paid-in Capital		Retained Earnings		Total Shareholders' Equity		Shares	Additional Paid-in Capital		Retained Earnings	Total Shareholders' Equity
Balances at June 30, 2019		9,181,305	$	208,876,263	340,783,798		549,660,061
Balances at September 30, 2019								Balances at September 30, 2019	7,945,842	$	218,135,573	175,101,637	393,237,210
Proceeds from exercise of stock options	Proceeds from exercise of stock options	15,706	977,522		—		977,522	Proceeds from exercise of stock options	13,709	935,877		—	935,877
Common stock repurchases	Common stock repurchases	(1,251,103)	—		(168,195,335)		(168,195,335)	Common stock repurchases	0	—		0	0
Restricted common stock expense under stock option plan, net of cancellations ($8,481)		(66)	6,677,016		—		6,677,016
Restricted common stock expense under stock option plan, net of cancellations ($4,229,509)								Restricted common stock expense under stock option plan, net of cancellations ($4,229,509)	(27,538)	933,268		—	933,268
Stock option expense	Stock option expense	—	1,604,772		—		1,604,772	Stock option expense	—	1,168,033		—	1,168,033

Net income		—	—		2,513,174		2,513,174
Balances at September 30, 2019		7,945,842	$	218,135,573	175,101,637		393,237,210
Net loss								Net loss	—	—		(6,267,584)	(6,267,584)
Balances at December 31, 2019								Balances at December 31, 2019	7,932,013	$	221,172,751	168,834,053	390,006,804


		Six months ended September 30, 2020				Nine months ended December 31, 2020
		Common Stock								Common Stock
		Shares	Additional Paid-in Capital		Retained Earnings		Total Shareholders' Equity			Shares	Additional Paid-in Capital		Retained Earnings	Total Shareholders' Equity
Balances at March 31, 2020	Balances at March 31, 2020	7,807,834	$	227,214,577	184,748,490		$	411,963,067	Balances at March 31, 2020	7,807,834	$	227,214,577	184,748,490	$	411,963,067
Proceeds from exercise of stock options	Proceeds from exercise of stock options	15,571	1,006,825		—		1,006,825		Proceeds from exercise of stock options	33,776	2,255,824		—	2,255,824
Common stock repurchases	Common stock repurchases	(786,418)	—		(62,686,925)		(62,686,925)		Common stock repurchases	(1,024,870)	—		(88,848,296)	(88,848,296)
Restricted common stock expense under stock option plan, net of cancellations ($284,079)		(34,907)	7,193,190		—		7,193,190
Restricted common stock expense under stock option plan, net of cancellations ($3,173,735)									Restricted common stock expense under stock option plan, net of cancellations ($3,173,735)	(50,962)	8,347,347		—	8,347,347
Stock option expense	Stock option expense	—	2,132,974		—		2,132,974		Stock option expense	—	2,987,621		—	2,987,621
Cumulative effect of adoption of ASC 326	Cumulative effect of adoption of ASC 326	—	—		(21,242,249)		(21,242,249)		Cumulative effect of adoption of ASC 326	—	—		(21,242,249)	(21,242,249)
Net income	Net income	—	—		28,908,269		28,908,269		Net income	—	—		43,398,875	43,398,875
Balances at September 30, 2020		7,002,080	$	237,547,566	129,727,585		$	367,275,151
Balances at December 31, 2020									Balances at December 31, 2020	6,765,778	$	240,805,369	118,056,820	$	358,862,189

Table of Contents


		Six months ended September 30, 2019				Nine months ended December 31, 2019
		Common Stock								Common Stock
		Shares	Additional Paid-in Capital		Retained Earnings		Total Shareholders' Equity			Shares	Additional Paid-in Capital		Retained Earnings	Total Shareholders' Equity
Balances at March 31, 2019	Balances at March 31, 2019	9,284,118	$	198,125,649	353,990,976		$	552,116,625	Balances at March 31, 2019	9,284,118	$	198,125,649	353,990,976	$	552,116,625
Proceeds from exercise of stock options	Proceeds from exercise of stock options	55,472	3,654,097		—		3,654,097		Proceeds from exercise of stock options	69,181	4,589,974		—	4,589,974
Common stock repurchases	Common stock repurchases	(1,392,180)	—		(190,010,912)		(190,010,912)		Common stock repurchases	(1,392,180)	—		(190,010,912)	(190,010,912)
Restricted common stock expense under stock option plan, net of cancellations ($246,650)		(1,568)	13,129,717		—		13,129,717
Restricted common stock expense under stock option plan, net of cancellations ($4,476,159)									Restricted common stock expense under stock option plan, net of cancellations ($4,476,159)	(29,106)	14,062,985		—	14,062,985
Stock option expense	Stock option expense	—	3,226,110		—		3,226,110		Stock option expense	—	4,394,143		—	4,394,143

Net income	Net income	—	—		11,121,573		11,121,573		Net income	—	—		4,853,989	4,853,989
Balances at September 30, 2019		7,945,842	$	218,135,573	175,101,637		$	393,237,210
Balances at December 31, 2019									Balances at December 31, 2019	7,932,013	$	221,172,751	168,834,053	$	390,006,804

See accompanying notes to consolidated financial statements.

Table of Contents

WORLD ACCEPTANCE CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six months ended September 30,
2020 2019
Cash flow from operating activities:
Net income $ 28,908,269 $ 11,121,573
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets 2,668,246 2,212,594
Amortization of investment in historic tax credits 868,192 0
Amortization of debt issuance costs 315,015 261,392
Provision for credit losses 51,751,027 94,259,107
Depreciation 3,477,512 3,499,067
Loss (gain) on sale of property and equipment 34,058 (101,774)
Deferred income tax benefit 1,218,798 (6,361,213)
Compensation related to stock option and restricted stock plans, net of taxes and adjustments 9,610,243 16,602,477
Change in accounts:
Other assets, net 1,692,741 3,704,467
Income taxes payable (242,285) (10,028,921)
Accounts payable and accrued expenses (20,387,516) 3,007,987
Net cash provided by operating activities 79,914,300 118,176,756
Cash flows from investing activities:
Decrease (increase) in loans receivable, net 19,745,335 (130,033,384)
Net assets acquired from branch acquisitions, primarily loans (5,786,847) (47,021,848)
Increase in intangible assets from acquisitions (1,150,091) (14,548,794)
Purchases of property and equipment (4,760,009) (5,132,987)
Proceeds from sale of property and equipment 2,947,225 153,044
Net cash provided by (used in) investing activities 10,995,613 (196,583,969)
Cash flow from financing activities:
Borrowings from senior notes payable 144,676,750 358,191,400
Payments on senior notes payable (170,876,750) (91,300,000)
Debt issuance costs associated with senior notes payable (376,750) (991,400)
Proceeds from exercise of stock options 1,006,825 3,654,097
Payments for taxes related to net share settlement of equity awards (284,079) (246,650)
Repurchase of common stock (62,686,925) (190,010,912)
Net cash provided by (used in) financing activities (88,540,929) 79,296,535
Net change in cash and cash equivalents 2,368,984 889,322
Cash and cash equivalents at beginning of period 11,618,922 9,335,433
Cash and cash equivalents at end of period $ 13,987,906 $ 10,224,755
Supplemental Disclosures:
Interest paid during the period $ 11,283,327 $ 9,303,060
Income taxes paid during the period $ 8,731,860 $ 17,683,191


	Nine months ended December 31,
	2020		2019
Cash flow from operating activities:
Net income	$	43,398,875	$	4,853,989
Adjustments to reconcile net income to net cash provided by operating activities:

Amortization of intangible assets	4,045,496		3,603,528
Amortization of investment in historic tax credits	1,302,288		434,096
Amortization of debt issuance costs	489,582		389,445
Provision for credit losses	80,608,470		149,478,577
Depreciation	7,294,907		5,268,517
Loss on sale of assets held for sale	37,579		0
Gain on sale of property and equipment	(153,338)		(106,703)
Deferred income tax benefit	4,136,893		(5,080,919)
Compensation related to stock option and restricted stock plans, net of taxes and adjustments	14,508,703		22,933,287
Gain on sale of finance receivables	(24,628)		0
Change in accounts:
Other assets, net	(1,596,210)		(12,495,302)
Income taxes payable	(4,112,382)		(2,261,843)
Accounts payable and accrued expenses	(18,969,426)		3,550,935
Net cash provided by operating activities	130,966,809		170,567,607
Cash flows from investing activities:
Increase in loans receivable, net	(106,901,743)		(244,483,146)

Net assets acquired from acquisitions, primarily loans	(14,364,043)		(43,105,296)
Increase in intangible assets from acquisitions	(4,483,180)		(13,294,761)
Purchases of property and equipment	(8,985,589)		(8,037,189)
Proceeds from sale of finance receivables	449,327		0
Proceeds from sale of assets held for sale	2,810,391		0
Proceeds from sale of property and equipment	222,725		153,441

Net cash used in investing activities	(131,252,112)		(308,766,951)
Cash flow from financing activities:
Borrowings from senior notes payable	283,576,750		473,291,400
Payments on senior notes payable	(195,076,750)		(141,500,000)
Debt issuance costs associated with senior notes payable	(376,750)		(991,400)
Proceeds from exercise of stock options	2,255,824		4,589,974
Payments for taxes related to net share settlement of equity awards	(3,173,735)		(4,476,159)
Repurchase of common stock	(88,848,296)		(190,010,912)


Net cash provided by (used in) financing activities	(1,642,957)		140,902,903

Net change in cash and cash equivalents	(1,928,260)		2,703,559
Cash and cash equivalents at beginning of period	11,618,922		9,335,433

Cash and cash equivalents at end of period	$	9,690,662	$	12,038,992



Supplemental Disclosures:
Interest paid during the period	$	17,723,748	$	16,091,487
Income taxes paid during the period	$	12,101,860	$	22,135,053

See accompanying notes to consolidated financial statements.

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WORLD ACCEPTANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The consolidated financial statements of the Company at ~~September 30,~~December 31, 2020 and for the three and ~~six~~nine 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 ~~September 30,~~December 31, 2020, and the results of operations and cash flows for the periods ended ~~September 30,~~December 31, 2020 and 2019, have been included. The results for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

The consolidated financial statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the fiscal year ended March 31, 2020, included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, as filed with the SEC. In addition to the "Critical Accounting Policies" impacted by the new CECL standard described below, the Company applies the accounting policies contained in Note 1 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended March 31, 2020. The Company believes that the disclosures are adequate to make the information presented not misleading. Certain reclassifications have been made to the amounts previously reported to conform to the current period presentation.

NOTE 2 – ASSETS HELD FOR SALE

In the fourth quarter of fiscal 2020 the Company moved its corporate headquarters from properties it owned outright in Greenville, South Carolina to leased office space in downtown Greenville, South Carolina. Under ASC 360-10, the properties met the criteria for classification as held for sale as of March 31, 2020.

During the second quarter of fiscal 2021 the Company completed the sale of ~~two~~2 of the ~~three~~3 buildings held for sale, resulting in an aggregate loss of $37,579. The loss on sale of assets held for sale is included as a component of insurance income, net and other income in the Company's Consolidated Statement of Operations. The Company expects to complete the sale of the third, and final, building held for sale within the next twelve months.

The following table reconciles the major classes of assets held for sale to the amounts presented in the Consolidated Balance Sheets:


		September 30, 2020		March 31, 2020			December 31, 2020		March 31, 2020
Assets held for sale:	Assets held for sale:					Assets held for sale:
Property and equipment, net	Property and equipment, net	$	1,143,528	$	3,991,498	Property and equipment, net	$	1,143,528	$	3,991,498
Total assets held for sale	Total assets held for sale	$	1,143,528	$	3,991,498	Total assets held for sale	$	1,143,528	$	3,991,498

NOTE 3 – SUMMARY OF SIGNIFICANT POLICIES

Nature of Operations

The Company is a small-loan consumer finance company headquartered in Greenville, South Carolina that offers short-term small loans, medium-term larger loans, related credit insurance products and ancillary products and services to individuals who have limited access to other sources of consumer credit. The Company offers income tax return preparation services to its loan customers and other individuals.

Seasonality

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The Company's loan volume and corresponding loans receivable follow seasonal trends. The Company's highest loan demand generally occurs from October through December, its third fiscal quarter. Loan demand is generally lowest and loan repayment highest from January to March, its fourth fiscal quarter. Loan volume and average balances remain relatively level during the remainder of the year. Consequently, the Company experiences significant seasonal fluctuations in its operating results and cash needs. Operating results for the Company's third fiscal quarter are generally lower than in other quarters and operating results for its fourth fiscal quarter are generally higher than in other quarters.

Allowance for credit losses

Refer to Note 5, “Finance Receivables and Allowance for Credit Losses,” in this Quarterly Report on Form 10-Q for information regarding the Company's adoption of the CECL allowance model on April 1, 2020 and a description of the methodology it utilizes.

Reclassification

The Company has made certain adjustments to its treatment of historic tax credits purchased during fiscal 2020 since it filed its Report on Form 10-Q for the quarterly period ended ~~September 30,~~December 31, 2019. The adjustments correctly present the Company’s election to account for historic tax credits purchased using the income statement method in conjunction with the flow-through method. Under this approach, the deferred tax liability related to the difference between the book and tax basis in the underlying historic tax credit investment is recorded in the tax provision and reversed over the same period as the amortization of the historic tax credit investment. As a result of these corrections, the below line items have been adjusted as follows:

CONSOLIDATED STATEMENT OF OPERATIONS
Three months ended September 30, 2019 Six months ended September 30, 2019
As originally filed Adjustments As revised As originally filed Adjustments As revised
Income tax expense (benefit) $ (395,121) $ 1,706,827 $ 1,311,706 $ 1,967,701 $ 1,706,827 $ 3,674,528
Net income $ 4,220,001 $ (1,706,827) $ 2,513,174 $ 12,828,400 $ (1,706,827) $ 11,121,573


CONSOLIDATED STATEMENT OF OPERATIONS
	Three months ended December 31, 2019						Nine months ended December 31, 2019
	As originally filed		Adjustments		As revised		As originally filed		Adjustments		As revised
Insurance income, net and other income	$	16,854,871	$	(83,124)	$	16,771,747	$	47,868,789	$	(83,124)	$	47,785,665
Total revenues	147,079,208		(83,124)		146,996,084		427,094,307		(83,124)		427,011,183
Other expense	17,631,727		434,096		18,065,823		34,287,303		434,096		34,721,399
Total general and administrative expense	90,123,631		434,096		90,557,727		250,352,377		434,096		250,786,473
Total expenses	152,473,279		434,096		152,907,375		417,692,277		434,096		418,126,373
Income (loss) before income taxes	(5,394,071)		(517,220)		(5,911,291)		9,402,030		(517,220)		8,884,810
Income tax expense	$	429,997	$	(73,704)	$	356,293	$	2,397,698	$	1,633,123	$	4,030,821

Net income (loss)	$	(5,824,068)	$	(443,516)	$	(6,267,584)	$	7,004,332	$	(2,150,343)	$	4,853,989

Recently Adopted Accounting Standards

Measurement of Credit Losses on Financial Instruments

ASU 2016-13 (and all subsequent ASUs on this topic) introduce the CECL model, a new credit loss methodology, replacing multiple existing impairment methods in current GAAP, which generally require that a loss be incurred before it is recognized. The amendments in this ASU require loss estimates be determined over the lifetime of the asset and broaden the information that an entity must consider in developing its expected credit losses. The ASU does not specify a method for measuring expected credit losses and allows an entity to apply methods that reasonably reflect its expectations of the credit loss estimate based on the entity’s size, complexity, and risk profile. In addition, the disclosures of credit quality indicators in relation to the amortized cost of financing receivables, a current disclosure requirement, are further disaggregated by year of origination.

The Company adopted this ASU (and all subsequent ASUs on this topic) as of April 1, 2020 using the modified retrospective approach. The adoption of this pronouncement resulted in the recognition of a $28.6 million increase in the allowance for credit losses on our opening balance sheet as of April 1, 2020, with a corresponding net-of-tax $21.2 million reduction in retained earnings and a $7.4 million increase to deferred income taxes, net.

Recently Issued Accounting Standards Not Yet Adopted

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We reviewed all newly issued accounting pronouncements and concluded that they are either not applicable to our business or are not expected to have a material effect on the consolidated financial statements as a result of future adoption.

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NOTE 4 – FAIR VALUE

Fair Value Disclosures

The Company may carry certain financial instruments and derivative assets and liabilities at fair value measured on a recurring or nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Company measures the fair values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair value measurements are grouped in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:

•Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2 – Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are less active.

•Level 3 – Unobservable inputs for assets or liabilities reflecting the reporting entity’s own assumptions.

The Company’s financial instruments consist of cash and cash equivalents, loans receivable, net, and senior notes payable. Fair value approximates carrying value for all of these instruments. Loans receivable are originated at prevailing market rates and have an average life of approximately eight months. Given the short-term nature of these loans, they are continually repriced at current market rates. The Company’s revolving credit facility has a variable rate based on a margin over LIBOR and reprices with any changes in LIBOR. The Company also considers its creditworthiness in its estimation of fair value.

The carrying amounts and estimated fair values of financial assets and liabilities disclosed but not carried at fair value and their level within the fair value hierarchy are summarized below.


			September 30, 2020			March 31, 2020					December 31, 2020			March 31, 2020
		Input Level	Carrying Value		Estimated Fair Value	Carrying Value		Estimated Fair Value		Input Level	Carrying Value		Estimated Fair Value	Carrying Value		Estimated Fair Value
ASSETS	ASSETS								ASSETS
Cash and cash equivalents	Cash and cash equivalents	1	$	13,987,906	13,987,906	$	11,618,922	11,618,922	Cash and cash equivalents	1	$	9,690,662	9,690,662	$	11,618,922	11,618,922
Loans receivable, net	Loans receivable, net	3	710,064,903		710,064,903	804,402,786		804,402,786	Loans receivable, net	3	816,007,035		816,007,035	804,402,786		804,402,786

LIABILITIES	LIABILITIES								LIABILITIES
Senior notes payable	Senior notes payable	3	424,900,000		424,900,000	451,100,000		451,100,000	Senior notes payable	3	539,600,000		539,600,000	451,100,000		451,100,000

The carrying amounts and estimated fair values of amounts the Company measures at fair value on a non-recurring basis, which are limited to the Company's assets held for sale, are summarized below.


			September 30, 2020				March 31, 2020					December 31, 2020			March 31, 2020
		Input Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value			Input Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
ASSETS	ASSETS										ASSETS
Assets held for sale	Assets held for sale	2	$	1,143,528	$	1,143,528	$	3,991,498	$	3,991,498	Assets held for sale	2	$	1,143,528	$	1,143,528	$	3,991,498	$	3,991,498

The Company re-valued its corporate headquarters in Greenville, South Carolina as of March 31, 2020 in conjunction with its reclassification of the related assets as held for sale. The observable inputs the Company used in its revaluation were the agreed-upon prices to sell the assets.

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There were no other significant assets or liabilities measured at fair value on a non-recurring basis as of ~~September 30,~~December 31, 2020 or March 31, 2020.

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NOTE 5 – FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

The following is a summary of gross loans receivable by ~~customer tenure~~Customer Tenure as of:

Customer Tenure

~~September 30,~~December 31, 2020

0 to 5 months

~~75,827,098~~109,146,394

6 to 17 months

~~142,658,784~~140,042,981

18 to 35 months

~~160,451,477~~189,205,533

36 to 59 months

~~126,077,197~~148,244,918

60+ months

~~603,148,733~~677,647,591

Tax advance loans

~~1,203,198~~242,898

Total gross loans

~~1,109,366,487~~1,264,530,315

During the first quarter of fiscal 2021, we adopted ASU 2016-13, which replaces the incurred loss methodology for determining our provision for credit losses and allowance for credit losses with an expected loss methodology that is referred to as the CECL model, using the modified retrospective approach. Upon adoption, the total allowance for credit losses increased by $28.6 million, with no impact to the consolidated statement of operations.

Based on the Company’s loan products, the purpose and the term, current payment performance is used to assess the capability of the borrower to repay contractual obligations of the loan agreements as scheduled. Current payment performance is monitored by management on a daily basis. On an as needed basis, qualitative information may be taken into consideration if new information arises related to the customer’s ability to repay the loan. The Company’s payment performance buckets are as follows: current, 30-60 days past due, 61-90 days past due, 91 days or more past due.

The following tables provide a breakdown of the Company’s gross loans receivable by current payment performance on a recency basis and year of origination at ~~September 30,~~December 31, 2020:

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		Term Loans By Origination															Term Loans By Origination
Loans	Loans	Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total		Loans		Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
Current	Current	$	972,725,701	$	50,307,235	$	2,171,951	$	156,648	$	10,639	$	3,984	$	1,025,376,158	Current		$	1,096,454,268	$	53,542,759	$	2,329,906	$	128,216	$	10,211	$	3,063	$	1,152,468,423
30 - 60 days past due	30 - 60 days past due	30,118,338		3,199,397		226,733		33,613		1,560		1,553		33,581,194		30 - 60 days past due		42,220,508		4,099,955		272,431		58,886		8,142		168		46,660,090
61 - 90 days past due	61 - 90 days past due	16,896,334		1,959,318		116,829		30,665		1,386		0		19,004,532		61 - 90 days past due		23,939,973		2,640,530		158,794		23,586		1,198		574		26,764,655
91 or more days past due	91 or more days past due	24,942,824		4,938,873		287,985		25,415		4,497		1,811		30,201,405		91 or more days past due		31,674,388		6,339,220		325,237		46,724		6,639		2,041		38,394,249
Total	Total	$	1,044,683,197	$	60,404,823	$	2,803,498	$	246,341	$	18,082	$	7,348	$	1,108,163,289	Total		$	1,194,289,137	$	66,622,464	$	3,086,368	$	257,412	$	26,190	$	5,846	$	1,264,287,417

		Term Loans By Origination															Term Loans By Origination
Tax advance loans	Tax advance loans	Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total		Tax advance loans		Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
Current	Current	$	63,894	$	469	$	0	$	0	$	0	$	0	64,363		Current		$	7,920	$	0	$	0	$	0	$	0	$	0	7,920
30 - 60 days past due	30 - 60 days past due	58,728		156		0		0		0		0		58,884		30 - 60 days past due		9,305		0		0		0		0		0		9,305
61 - 90 days past due	61 - 90 days past due	62,232		879		0		0		0		0		63,111		61 - 90 days past due		11,647		0		0		0		0		0		11,647
91 or more days past due	91 or more days past due	1,013,377		3,463		0		0		0		0		1,016,840		91 or more days past due		211,779		2,247		0		0		0		0		214,026
Total	Total	$	1,198,231	$	4,967	$	0	$	0	$	0	$	0	$	1,203,198	Total		$	240,651	$	2,247	$	0	$	0	$	0	$	0	$	242,898
Total gross loans	Total gross loans													$	1,109,366,487	Total gross loans														$	1,264,530,315

The following tables provide a breakdown of the Company’s gross loans receivable by current payment performance on a contractual basis and year of origination at ~~September 30,~~December 31, 2020:

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		Term Loans By Origination															Term Loans By Origination
Loans	Loans	Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total		Loans		Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
Current	Current	$	958,885,641	$	44,710,976	$	1,629,478	$	74,227	$	843	$	0	$	1,005,301,165	Current		$	1,082,056,393	$	48,598,283	$	1,885,402	$	74,695	$	270	$	831	$	1,132,615,874
30 - 60 days past due	30 - 60 days past due	33,474,292		2,144,594		111,912		14,826		0		0		35,745,624		30 - 60 days past due		46,120,163		2,687,437		146,140		15,455		0		0		48,969,195
61 - 90 days past due	61 - 90 days past due	19,187,491		1,822,975		76,408		4,932		0		0		21,091,806		61 - 90 days past due		27,167,688		2,234,188		81,559		945		0		0		29,484,380
91 or more days past due	91 or more days past due	33,135,773		11,726,278		985,700		152,356		17,239		7,348		46,024,694		91 or more days past due		38,944,893		13,102,556		973,268		166,317		25,919		5,015		53,217,968
Total	Total	$	1,044,683,197	$	60,404,823	$	2,803,498	$	246,341	$	18,082	$	7,348	$	1,108,163,289	Total		$	1,194,289,137	$	66,622,464	$	3,086,369	$	257,412	$	26,189	$	5,846	$	1,264,287,417

		Term Loans By Origination															Term Loans By Origination
Tax advance loans	Tax advance loans	Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total		Tax advance loans		Up to 1 Year Ago		Between 1 and 2 Years Ago		Between 2 and 3 Years Ago		Between 3 and 4 Years Ago		Between 4 and 5 Years Ago		More than 5 Years Ago		Total
Current	Current	$	22,319	$	0	$	0	$	0	$	0	$	0	22,319		Current		$	63	$	0	$	0	$	0	$	0	$	0	$	63
30 - 60 days past due	30 - 60 days past due	41,073		0		0		0		0		0		41,073		30 - 60 days past due		50		0		0		0		0		0		50
61 - 90 days past due	61 - 90 days past due	51,596		0		0		0		0		0		51,596		61 - 90 days past due		2,744		0		0		0		0		0		2,744
91 or more days past due	91 or more days past due	1,083,243		4,967		0		0		0		0		1,088,210		91 or more days past due		237,794		2,247		0		0		0		0		240,041
Total	Total	$	1,198,231	$	4,967	$	0	$	0	$	0	$	0	$	1,203,198	Total		$	240,651	$	2,247	$	0	$	0	$	0	$	0	$	242,898
Total gross loans	Total gross loans													$	1,109,366,487	Total gross loans														$	1,264,530,315

The allowance for credit losses is applied to amortized cost, which is defined as the amount at which a financing receivable is originated, and net of deferred fees and costs, collection of cash, and charge-offs. Amortized cost also includes interest earned but not collected.

Credit Risk is inherent in the business of extending loans to borrowers and is continuously monitored by management and reflected within the allowance for credit losses for loans. The allowance for credit losses is an estimate of expected losses inherent within the Company’s gross loans receivable portfolio. In estimating the allowance for credit losses, loans with similar risk characteristics are aggregated into pools and collectively assessed. The Company’s loan products have generally the same terms therefore the Company looked to borrower characteristics as a way to disaggregate loans into pools sharing similar risks.

In determining the allowance for credit losses, the Company examined four borrower risk metrics as noted below.

1.Borrower type

2.Active months

3.Prior loan performance

4.Customer ~~tenure~~Tenure

To determine how well each metric predicts default risk the Company uses loss rate data over an observation period of twelve months at the loan level.

The information value was then calculated for each metric. From this analysis management determined the metric that had the strongest predictor of default risk was ~~customer tenure.~~Customer Tenure. The ~~customer tenure~~Customer Tenure buckets used in the allowance for credit loss calculation are:

1.0 to 5 months

2.6 to 17 months

3.18 to 35 months

4.36 to 59 months

5.60+ months

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Management will continue to monitor this credit metric on a quarterly basis.

Management estimates an allowance for each ~~customer tenure~~Customer Tenure bucket by performing a historical migration analysis of loans in that bucket for the twelve most recent historical twelve-month migration periods, adjusted for seasonality. All loans that are greater than 90 days past due on a recency basis and not written off as of the reporting date are reserved for at 100% of the outstanding balance, net of a calculated Rehab Rate. Management considers whether current credit conditions might suggest a change is needed to the allowance for credit losses by monitoring trends in 60-day delinquencies, FICO scores and average loan size as compared to metrics in the historical migration period. Due to the short term nature of the loan portfolio, forecasted changes in macroeconomic variables such as unemployment do not have a significant impact on loans outstanding at the end of a particular reporting period. Therefore, management develops a reasonable and supportable forecast of losses by comparing the most recent 6-month loss curves as compared to historical loss curves to see if there are significant changes in borrower behavior that may indicate the historical migration rates should be adjusted. If an adjustment is made as a result of the forecast, then the Company has elected to immediately revert back to historical experience past the forecast period.

The following table presents a roll forward of the allowance for credit losses on our gross loans receivable for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2020 and 2019.


		Three months ended September 30,				Six months ended September 30,					Three months ended December 31,				Nine months ended December 31,
		2020		2019		2020		2019			2020		2019		2020		2019
Beginning balance	Beginning balance	$	112,686,597	$	87,353,087	$	96,487,856	$	81,519,624	Beginning balance	109,601,359		$	101,469,313	$	96,487,856	$	81,519,624
Impact of ASC 326		—		—		28,628,368		—
Impact of ASC 326 adoption										Impact of ASC 326 adoption	—		—		28,628,368		—
Provision for credit losses	Provision for credit losses	26,090,367		52,968,036		51,751,027		94,259,107		Provision for credit losses	28,857,443		55,219,470		80,608,470		149,478,577
Charge-offs	Charge-offs	(33,793,503)		(42,604,434)		(77,625,445)		(82,128,421)		Charge-offs	(29,239,780)		(46,850,430)		(106,865,225)		(128,978,851)
Recoveries	Recoveries	4,617,898		3,752,624		10,359,553		7,819,003		Recoveries	4,248,339		3,231,288		14,607,892		11,050,291
Net charge-offs	Net charge-offs	(29,175,605)		(38,851,810)		(67,265,892)		(74,309,418)		Net charge-offs	(24,991,441)		(43,619,142)		(92,257,333)		(117,928,560)
Ending Balance	Ending Balance	$	109,601,359	$	101,469,313	$	109,601,359	$	101,469,313	Ending Balance	$	113,467,361	$	113,069,641	$	113,467,361	$	113,069,641

The following table is an aging analysis on a recency basis at amortized cost of the Company’s gross loans receivable at ~~September 30,~~December 31, 2020:


				Days Past Due - Recency Basis													Days Past Due - Recency Basis
Customer Tenure	Customer Tenure	Current		30 - 60		61 - 90		Over 90		Total Past Due		Total Loans		Customer Tenure	Current		30 - 60		61 - 90		Over 90		Total Past Due		Total Loans
0 to 5 months	0 to 5 months	$	62,173,397	$	3,884,632	$	2,980,787	$	6,788,282	$	13,653,701	$	75,827,098	0 to 5 months	$	91,287,471	$	6,542,056	$	4,492,845	$	6,824,023	$	17,858,924	$	109,146,395
6 to 17 months	6 to 17 months	126,535,248		6,150,317		4,017,882		5,955,337		16,123,536		142,658,784		6 to 17 months	118,906,270		7,443,204		5,183,990		8,509,517		21,136,711		140,042,981
18 to 35 months	18 to 35 months	147,862,032		5,374,578		2,934,945		4,279,922		12,589,445		160,451,477		18 to 35 months	171,201,659		7,495,044		4,324,184		6,184,645		18,003,873		189,205,532
36 to 59 months	36 to 59 months	118,141,571		3,556,780		1,796,038		2,582,808		7,935,626		126,077,197		36 to 59 months	136,570,735		5,156,489		2,804,847		3,712,847		11,674,183		148,244,918
60+ months	60+ months	570,663,909		14,614,888		7,274,880		10,595,056		32,484,824		603,148,733		60+ months	634,502,288		20,023,296		9,958,789		13,163,218		43,145,303		677,647,591

Tax advance loans	Tax advance loans	64,363		58,884		63,111		1,016,840		1,138,835		1,203,198		Tax advance loans	7,920		9,305		11,647		214,026		$	234,978	242,898
Total gross loans	Total gross loans	1,025,440,520		33,640,079		19,067,643		31,218,245		83,925,967		1,109,366,487		Total gross loans	1,152,476,343		46,669,394		26,776,302		38,608,276		112,053,972		1,264,530,315
Unearned interest, insurance and fees	Unearned interest, insurance and fees	(267,783,778)		(8,784,778)		(4,979,329)		(8,152,340)		(21,916,447)		(289,700,225)		Unearned interest, insurance and fees	(305,365,570)		(12,365,743)		(7,094,775)		(10,229,831)		(29,690,349)		(335,055,919)
Total net loans	Total net loans	$	757,656,742	$	24,855,301	$	14,088,314	$	23,065,905	$	62,009,520	$	819,666,262	Total net loans	$	847,110,773	$	34,303,651	$	19,681,527	$	28,378,445	$	82,363,623	$	929,474,396

Percentage of period-end gross loans receivable	Percentage of period-end gross loans receivable			3.0%		1.7%		2.8%		7.6%				Percentage of period-end gross loans receivable			3.7%		2.1%		3.1%		8.9%

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				Days Past Due - Contractual Basis													Days Past Due - Contractual Basis
Customer Tenure	Customer Tenure	Current		30 - 60		61 - 90		Over 90		Total Past Due		Total Loans		Customer Tenure	Current		30 - 60		61 - 90		Over 90		Total Past Due			Total Loans
0 to 5 months	0 to 5 months	$	60,727,536	$	3,744,789	$	2,855,588	$	8,499,186	$	15,099,563	$	75,827,099	0 to 5 months	$	90,177,810	$	6,466,041	$	4,502,768	$	7,999,773	$	18,968,582		$	109,146,392
6 to 17 months	6 to 17 months	124,014,494		6,292,585		4,228,451		8,123,254		18,644,290		142,658,784		6 to 17 months	116,381,121		7,566,591		5,380,327		10,714,943		23,661,861			140,042,982
18 to 35 months	18 to 35 months	145,170,347		5,707,082		3,242,541		6,331,507		15,281,130		160,451,477		18 to 35 months	168,402,428		7,688,576		4,805,036		8,309,493		20,803,105			189,205,533
36 to 59 months	36 to 59 months	115,850,902		3,771,789		2,074,251		4,380,254		10,226,294		126,077,196		36 to 59 months	134,268,134		5,473,173		3,130,245		5,373,367		13,976,785			148,244,919
60+ months	60+ months	559,537,885		16,229,380		8,690,975		18,690,493		43,610,848		603,148,733		60+ months	623,386,383		21,774,814		11,666,004		20,820,390		54,261,208			677,647,591

Tax advance loans	Tax advance loans	22,319		41,073		51,595		1,088,211		1,180,879		1,203,198		Tax advance loans	63		50		2,744		240,041		$	242,835		242,898
Total gross loans	Total gross loans	1,005,323,483		35,786,698		21,143,401		47,112,905		104,043,004		1,109,366,487		Total gross loans	1,132,615,939		48,969,245		29,487,124		53,458,007		131,914,376			1,264,530,315
Unearned interest, insurance and fees	Unearned interest, insurance and fees	(262,530,410)		(9,345,347)		(5,521,393)		(12,303,075)		(27,169,815)		(289,700,225)		Unearned interest, insurance and fees	(300,103,263)		(12,975,122)		(7,813,048)		(14,164,486)		(34,952,656)			(335,055,919)
Total net loans	Total net loans	$	742,793,073	$	26,441,351	$	15,622,008	$	34,809,830	$	76,873,189	$	819,666,262	Total net loans	$	832,512,676	$	35,994,123	$	21,674,076	$	39,293,521	$	96,961,720		$	929,474,396

Percentage of period-end gross loans receivable	Percentage of period-end gross loans receivable			3.2%		1.9%		4.2%		9.4%				Percentage of period-end gross loans receivable			3.9%		2.3%		4.2%		10.4		%

The Company elected not to record an allowance for credit losses for accrued interest as outlined in ASC 326-20-30-5A. Loans are placed on nonaccrual status when management determines that the full payment of principal and collection of interest according to contractual terms is no longer likely. The accrual of interest is discontinued when a loan is 61 days or more past the contractual due date. When the interest accrual is discontinued, all unpaid accrued interest is reversed against interest income. While a loan is on nonaccrual status, interest revenue is recognized only when a payment is received. Once a loan moves to nonaccrual status, it remains in nonaccrual status until it is paid out, charged off or refinanced. During the three months ended ~~September 30,~~December 31, 2020, the Company reversed a total of ~~$4.3~~$6.4 million of unpaid accrued interest against interest income. During the ~~six~~nine months ended ~~September 30,~~December 31, 2020, the Company reversed a total of ~~$9.8~~$16.2 million of unpaid accrued interest against interest income.

The following table presents the amortized cost basis of loans on nonaccrual status as of the beginning of the reporting period and the end of the reporting period and the amortized cost basis of nonaccrual loans without related expected credit loss. It also shows year-to-date interest income recognized on nonaccrual loans:


		Nonaccrual Financial Assets											Nonaccrual Financial Assets
Customer Tenure	Customer Tenure	As of September 30, 2020		As of March 31, 2020		Financial Assets 61 Days or More Past Due, Not on Nonaccrual Status		Nonaccrual Financial Assets With No Allowance as of September 30, 2020		Interest Income Recognized		Customer Tenure	As of December 31, 2020		As of March 31, 2020		Financial Assets 61 Days or More Past Due, Not on Nonaccrual Status		Nonaccrual Financial Assets With No Allowance as of December 31, 2020		Interest Income Recognized
0 to 5 months	0 to 5 months	$	11,676,657	$	26,040,593	$	0	$	0	$	1,062,504	0 to 5 months	$	12,725,225	$	26,040,593	$	0	$	0	$	1,283,886
6 to 17 months	6 to 17 months	12,746,931		17,466,450		0		0		1,238,745		6 to 17 months	16,352,270		17,466,450		0		0		1,617,925
18 to 35 months	18 to 35 months	10,032,544		13,723,295		0		0		1,045,401		18 to 35 months	13,429,551		13,723,295		0		0		1,418,093
36 to 59 months	36 to 59 months	6,825,858		10,071,288		0		0		815,245		36 to 59 months	8,794,918		10,071,288		0		0		1,082,178
60+ months	60+ months	29,250,038		44,293,545		0		0		3,624,427		60+ months	33,829,640		44,293,545		0		0		4,822,468

Tax advance loans	Tax advance loans	1,203,653		41,573		0		0		0		Tax advance loans	296,191		41,573		0		0
Unearned interest, insurance and fees	Unearned interest, insurance and fees	(18,733,073)		(28,510,140)		—		—				Unearned interest, insurance and fees	(22,635,352)		(28,510,140)		—		—
Total	Total	$	53,002,608	$	83,126,604	$	0	$	0	$	7,786,322	Total	$	62,792,443	$	83,126,604	$	0	$	0	$	10,224,550

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Under the prior incurred loss methodology, loss contingencies were evaluated as: probable, reasonably possible, or remote. If, at the date of financial statement presentation, information was available that indicated an asset had been impaired and the amount of loss could be reasonably estimated, then an allowance for that loss could be recorded. Recording an allowance for a loss that was considered reasonably possible or remote was not permitted. With the adoption of ASC 326, the Company considers the lifetime potential for losses at the point of origination and records an allowance for that potential, at that point in time, removing the necessity of differentiation between the three loss contingency concepts and impairment. The following disclosures are presented under previously applicable GAAP.

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The following is a summary of loans individually and collectively evaluated for impairment for the periods indicated:


March 31, 2020	Loans individually evaluated for impairment (impaired loans)		Loans collectively evaluated for impairment	Total

Gross loans in bankruptcy, excluding contractually delinquent	$	5,165,752	0	5,165,752
Gross loans contractually delinquent	70,719,727		0	70,719,727
Loans not contractually delinquent and not in bankruptcy	0		1,133,985,887	1,133,985,887
Gross loan balance	75,885,479		1,133,985,887	1,209,871,366
Unearned interest and fees	(16,848,762)		(292,131,962)	(308,980,724)
Net loans	59,036,717		841,853,925	900,890,642
Allowance for credit losses	(54,090,509)		(42,397,347)	(96,487,856)
Loans, net of allowance for credit losses	$	4,946,208	799,456,578	804,402,786


September 30, 2019		Loans individually evaluated for impairment (impaired loans)		Loans collectively evaluated for impairment	Total
December 31, 2019						December 31, 2019	Loans individually evaluated for impairment (impaired loans)		Loans collectively evaluated for impairment	Total

Gross loans in bankruptcy, excluding contractually delinquent	Gross loans in bankruptcy, excluding contractually delinquent	$	5,919,237	0	5,919,237	Gross loans in bankruptcy, excluding contractually delinquent	$	5,066,019	0	5,066,019
Gross loans contractually delinquent	Gross loans contractually delinquent	67,515,456		0	67,515,456	Gross loans contractually delinquent	80,765,569		0	80,765,569
Loans not contractually delinquent and not in bankruptcy	Loans not contractually delinquent and not in bankruptcy	0		1,200,712,101	1,200,712,101	Loans not contractually delinquent and not in bankruptcy	0		1,286,936,992	1,286,936,992
Gross loan balance	Gross loan balance	73,434,693		1,200,712,101	1,274,146,794	Gross loan balance	85,831,588		1,286,936,992	1,372,768,580
Unearned interest and fees	Unearned interest and fees	(15,408,232)		(318,918,117)	(334,326,349)	Unearned interest and fees	(19,140,361)		(346,893,706)	(366,034,067)
Net loans	Net loans	58,026,461		881,793,984	939,820,445	Net loans	66,691,227		940,043,286	1,006,734,513
Allowance for losses	Allowance for losses	(52,358,792)		(49,110,521)	(101,469,313)	Allowance for losses	(61,840,514)		(51,229,127)	(113,069,641)
Loans, net of allowance for losses	Loans, net of allowance for losses	$	5,667,669	832,683,463	838,351,132	Loans, net of allowance for losses	$	4,850,713	888,814,159	893,664,872

The average net balance of impaired loans was ~~$53.4~~$56.7 million for the ~~six-month~~nine-month period ended ~~September 30,~~December 31, 2019. It is not practical to compute the amount of interest earned on impaired loans.

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The following is an assessment of the credit quality of loans for the periods indicated:


		March 31, 2020		September 30, 2019			March 31, 2020		December 31, 2019
Credit risk	Credit risk					Credit risk
Consumer loans- non-bankrupt accounts	Consumer loans- non-bankrupt accounts	$	1,203,552,152	$	1,266,666,753	Consumer loans- non-bankrupt accounts	$	1,203,552,152	$	1,366,079,543
Consumer loans- bankrupt accounts	Consumer loans- bankrupt accounts	6,319,214		7,480,041		Consumer loans- bankrupt accounts	6,319,214		6,689,037
Total gross loans	Total gross loans	$	1,209,871,366	$	1,274,146,794	Total gross loans	$	1,209,871,366	$	1,372,768,580

Consumer credit exposure	Consumer credit exposure					Consumer credit exposure
Credit risk profile based on payment activity, performing	Credit risk profile based on payment activity, performing	$	1,104,130,714	$	1,171,654,200	Credit risk profile based on payment activity, performing	$	1,104,130,714	$	1,255,471,072
Contractual non-performing, 61 or more days delinquent (1)	Contractual non-performing, 61 or more days delinquent (1)	105,740,652		102,492,594		Contractual non-performing, 61 or more days delinquent (1)	105,740,652		117,297,508
Total gross loans	Total gross loans	$	1,209,871,366	$	1,274,146,794	Total gross loans	$	1,209,871,366	$	1,372,768,580

Credit risk profile based on customer type	Credit risk profile based on customer type					Credit risk profile based on customer type
New borrower	New borrower	$	124,800,193	$	152,893,420	New borrower	$	124,800,193	$	155,284,022
Former borrower	Former borrower	127,108,125		143,234,099		Former borrower	127,108,125		161,575,535
Refinance	Refinance	935,448,882		954,842,006		Refinance	935,448,882		1,031,380,059
Delinquent refinance	Delinquent refinance	22,514,166		23,177,269		Delinquent refinance	22,514,166		24,528,964
Total gross loans	Total gross loans	$	1,209,871,366	$	1,274,146,794	Total gross loans	$	1,209,871,366	$	1,372,768,580

(1) Loans in non-accrual status.

The following is a summary of the past due receivables as of:


		March 31, 2020			September 30, 2019				March 31, 2020			December 31, 2019
Contractual basis:	Contractual basis:							Contractual basis:
30-60 days past due	30-60 days past due	$	49,137,102		$	55,199,165		30-60 days past due	$	49,137,102		$	55,172,208
61-90 days past due	61-90 days past due	35,020,925			34,977,138			61-90 days past due	35,020,925			36,531,939
91 days or more past due	91 days or more past due	70,719,727			67,515,456			91 days or more past due	70,719,727			80,765,569
Total	Total	$	154,877,754		$	157,691,759		Total	$	154,877,754		$	172,469,716

Percentage of period-end gross loans receivable	Percentage of period-end gross loans receivable	12.8		%	12.4		%	Percentage of period-end gross loans receivable	12.8		%	12.6		%

Recency basis:	Recency basis:							Recency basis:
30-60 days past due	30-60 days past due	$	48,206,910		$	54,101,357		30-60 days past due	$	48,206,910		$	54,090,162
61-90 days past due	61-90 days past due	28,450,942			30,534,482			61-90 days past due	28,450,942			33,295,364
91 days or more past due	91 days or more past due	50,669,837			51,155,873			91 days or more past due	50,669,837			62,565,314
Total	Total	$	127,327,689		$	135,791,712		Total	$	127,327,689		$	149,950,840

Percentage of period-end gross loans receivable	Percentage of period-end gross loans receivable	10.5		%	10.7		%	Percentage of period-end gross loans receivable	10.5		%	10.9		%

NOTE 6 – LEASES

Accounting Policies and Matters Requiring Management's Judgment

When determining the economic life of a lease the Company adopts a convention of applying an economic life equal to the useful life as specified in its accounting policy. Refer to Note 1, “Property and Equipment,” to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2020 for a description of the Company's accounting policy regarding useful lives.

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The Company uses its effective annual interest rate, adjusted for certain assumptions, as the discount rate when evaluating leases under Topic 842. Management applies the adjusted effective annual interest rate to leases entered for the entirety of the subsequent year.

Based on its historical practice, the Company believes it is reasonably certain to exercise a given option associated with a given office space lease. Therefore, the Company classifies all lease options for office space as “reasonably certain” unless it has specific knowledge to the contrary for a given lease. The Company does not believe it is reasonably certain to exercise any options associated with its office equipment leases.

Periodic Disclosures

The Company's leases consist of real estate leases for office space as well as office equipment leases, all of which were classified as operating at ~~September 30,~~December 31, 2020. Both the real estate and office equipment leases range from three years to five years, and generally contain options to extend which mirror the original terms of the lease.

The following table reports information about the Company's lease cost for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2020 and 2019:


		Three months ended September 30,				Six months ended September 30,					Three months ended December 31,				Nine months ended December 31,
		2020		2019		2020		2019			2020		2019		2020		2019
Lease Cost	Lease Cost									Lease Cost

Operating lease cost	Operating lease cost	$	7,018,273	$	6,422,771	$	14,087,935	$	12,653,350	Operating lease cost	$	6,939,330	$	6,636,596	$	21,027,265	$	19,289,946
Short-term lease cost	Short-term lease cost	0		0		1,800		0		Short-term lease cost	0		1,800		1,800		1,800
Variable lease cost	Variable lease cost	897,723		810,078		1,777,373		1,614,685		Variable lease cost	882,559		835,637		2,659,932		2,450,322

Total lease cost	Total lease cost	$	7,915,996	$	7,232,849	$	15,867,108	$	14,268,035	Total lease cost	$	7,821,889	$	7,474,033	$	23,688,997	$	21,742,068

The following table reports other information about the Company's leases for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2020 and 2019:


		Three months ended September 30,						Six months ended September 30,							Three months ended December 31,						Nine months ended December 31,
		2020			2019			2020			2019				2020			2019			2020			2019
Other Lease Information	Other Lease Information													Other Lease Information
Cash paid for amounts included in the measurement of lease liabilities	Cash paid for amounts included in the measurement of lease liabilities	$	6,912,319		$	6,270,796		$	13,849,168		$	12,303,194		Cash paid for amounts included in the measurement of lease liabilities	$	6,845,544		$	6,515,141		$	20,694,712		$	18,818,335

Right-of-use assets obtained in exchange for new operating lease liabilities(1)	Right-of-use assets obtained in exchange for new operating lease liabilities(1)	$	3,509,052		$	5,800,042		$	7,632,494		$	23,293,291		Right-of-use assets obtained in exchange for new operating lease liabilities(1)	$	2,116,215		$	8,182,788		$	9,748,709		$	31,476,079

Weighted average remaining lease term — operating leases	Weighted average remaining lease term — operating leases	7.2 years			5.1 years			7.2 years			5.1 years			Weighted average remaining lease term — operating leases	7.3 years			8.5 years			7.3 years			8.5 years

Weighted-average discount rate — operating leases	Weighted-average discount rate — operating leases	6.5		%	6.7		%	6.5		%	6.7		%	Weighted-average discount rate — operating leases	6.3		%	6.7		%	6.3		%	6.7		%

(1) In May 2019 the Company executed a new 10 year lease agreement for its corporate headquarters in Greenville, South Carolina. The lease payments commenced in December 2019; however, execution of the lease agreement triggered recognition of the right-of-use asset in May 2019 for approximately $15.6 million.

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The following table reports information about the maturity of the Company's operating leases as of ~~September 30,~~December 31, 2020:

~~September 30,~~December 31, 2020

Operating lease liability maturity analysis

Fiscal 2021

~~13,573,314~~6,779,218

Fiscal 2022

~~24,553,898~~24,901,962

Fiscal 2023

~~20,165,601~~20,560,663

Fiscal 2024

~~16,082,881~~16,573,622

Fiscal 2025

~~11,719,843~~12,182,488

Fiscal 2026

~~8,076,744~~8,500,529

Thereafter

~~29,578,070~~30,535,307

Total undiscounted lease liability

~~123,750,351~~120,033,789

Imputed interest

~~27,268,744~~25,649,254

Total discounted lease liability

~~96,481,607~~94,384,535

The Company had no leases with related parties at ~~September 30,~~December 31, 2020 or March 31, 2020.

NOTE 7 – AVERAGE SHARE INFORMATION

The following is a summary of the basic and diluted average common shares outstanding:


		Three months ended September 30,		Six months ended September 30,			Three months ended December 31,		Nine months ended December 31,
		2020	2019	2020	2019		2020	2019	2020	2019
Basic:	Basic:					Basic:
Weighted average common shares outstanding (denominator)	Weighted average common shares outstanding (denominator)	6,680,969	7,807,229	6,773,704	8,155,263	Weighted average common shares outstanding (denominator)	6,233,961	7,220,938	6,593,135	7,842,689

Diluted:	Diluted:					Diluted:
Weighted average common shares outstanding	Weighted average common shares outstanding	6,680,969	7,807,229	6,773,704	8,155,263	Weighted average common shares outstanding	6,233,961	7,220,938	6,593,135	7,842,689
Dilutive potential common shares	Dilutive potential common shares	172,456	394,368	116,561	376,749	Dilutive potential common shares	218,424	0	150,514	320,618
Weighted average diluted shares outstanding (denominator)	Weighted average diluted shares outstanding (denominator)	6,853,425	8,201,597	6,890,265	8,532,012	Weighted average diluted shares outstanding (denominator)	6,452,385	7,220,938	6,743,649	8,163,307

Options to purchase ~~637,322~~629,086 and ~~655,462~~643,961 shares of common stock at various prices were outstanding during the three months ended ~~September 30,~~December 31, 2020 and 2019 respectively, but were not included in diluted shares outstanding because the option exercise price exceeded the market value of the shares.

Options to purchase ~~639,654~~636,118 and ~~669,374~~660,872 shares of common stock at various prices were outstanding during the ~~six~~nine months ended ~~September 30,~~December 31, 2020 and 2019 respectively, but were not included in diluted shares outstanding because the option exercise price exceeded the market value of the shares.

NOTE 8 – STOCK-BASED COMPENSATION

Stock Incentive Plans

The Company has ~~a 2005 Stock Option Plan,~~ a 2008 Stock Option Plan, a 2011 Stock Option Plan and a 2017 Stock Incentive Plan for the benefit of certain non-employee directors, officers, and key employees. Under these plans, a total of ~~4,350,000~~3,350,000 shares of common stock have been authorized and reserved for issuance pursuant to grants approved by the Compensation Committee of the Board of Directors. Stock options granted under these plans have a maximum duration of 10 years, may be subject to certain vesting requirements, which are generally three to six years for officers, non-employee directors, and key employees, and are priced at the market value of the Company's common stock on the option's grant date. At ~~September 30,~~December 31, 2020, there were a total of ~~207,224~~191,652 shares of common stock available for grant under the plans.

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Stock-based compensation is recognized as provided under FASB ASC Topic 718-10 and FASB ASC Topic 505-50. FASB ASC Topic 718-10 requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the requisite service period (generally the vesting period) in the consolidated financial statements based on their grant date fair values. The Company has applied the Black-Scholes valuation model in determining the grant date fair value of the stock option awards. Compensation expense is recognized only for those options expected to vest.

Long-term Incentive Program and Non-Employee Director Awards

On October 15, 2018, the Compensation Committee and Board approved and adopted a new long-term incentive program that sought to motivate and reward certain employees and to align management’s interest with shareholders' interest by focusing executives on the achievement of long-term results. The program is comprised of four components: Service Options, Performance Options, Restricted Stock, and Performance Shares.

Pursuant to this program, the Compensation Committee approved certain grants of Service Options, Performance Options, Restricted Stock and Performance Shares under the World Acceptance Corporation 2011 Stock Option Plan and the World Acceptance Corporation 2017 Stock Incentive Plan to certain employee directors, vice presidents of operations, vice presidents, senior vice presidents, and executive officers. Separately, the Compensation Committee approved certain grants of Service Options and Restricted Stock to certain of the Company's non-employee directors.

Under the long-term incentive program, up to 100% of the shares of restricted stock subject to the Performance Shares shall vest, if at all, based on the achievement of two trailing earnings per share performance targets established by the Compensation Committee that are based on earnings per share (measured at the end of each calendar quarter, commencing with the calendar quarter ending September 30, 2019) for the previous four calendar quarters. The Performance Shares are eligible to vest over the Performance Share Measurement Period and subject to each respective employee’s continued employment at the Company through the last day of the applicable Performance Share Measurement Period (or as otherwise provided under the terms of the applicable award agreement or applicable employment agreement).

The Performance Share performance targets are set forth below.


Trailing 4-Quarter EPS Targets for September 30, 2018 through March 31, 2025			Restricted Stock Eligible for Vesting (Percentage of Award)
$16.35			40%
$20.45			60%

The Restricted Stock awards vest in ~~six~~6 equal annual installments, beginning on the first anniversary of the grant date, subject to each respective employee’s continued employment at the Company through each applicable vesting date or otherwise provided under the terms of the applicable award agreement or applicable employment agreement.

The Service Options vest in ~~six~~6 equal annual installments, beginning on the first anniversary of the grant date, subject to each respective employee’s continued employment at the Company through each applicable vesting date or otherwise provided under the terms of the applicable award agreement or applicable employment agreement. The option price is equal to the fair market value of the common stock on the grant date and the Service Options have a 10-year term.

The Performance Options will fully vest if the Company attains the trailing earnings per share target over four consecutive calendar quarters occurring between September 30, 2018 and March 31, 2025 described below. Such performance target was established by the Compensation Committee and will be measured at the end of each calendar quarter commencing on September 30, 2019. The Performance Options are eligible to vest over the Option Measurement Period, subject to each respective employee’s continued employment at the Company through the last day of the Option Measurement Period or as otherwise provided under the terms of the applicable award agreement or applicable employment agreement. The option price is equal to the fair market value of the common stock on the grant date and the Performance Options have a 10-year term. The Performance Option performance target is set forth below.


Trailing 4-Quarter EPS Targets for September 30, 2018 through March 31, 2025			Options Eligible for Vesting (Percentage of Award)
$25.30			100%

Stock Options

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The weighted-average fair value at the grant date for options issued during the three months ended ~~September 30,~~December 31, 2020 and 2019 was ~~$47.61~~$56.55 and ~~$71.31,~~$60.43, respectively. The weighted-average fair value at the grant date for options issued during the ~~six~~nine months ended ~~September 30,~~December 31, 2020 and 2019 was ~~$47.31~~$50.42 and ~~$70.69,~~$64.49, respectively.

Fair value was estimated at grant date using the weighted-average assumptions listed below:


		Three months ended September 30,		Six months ended September 30,			Three months ended December 31,		Nine months ended December 31,
		2020	2019	2020	2019		2020	2019	2020	2019

Dividend Yield	Dividend Yield	0%	0%	0%	0%	Dividend Yield	0%	0%	0%	0%
Expected Volatility	Expected Volatility	56.19%	51.25%	56.17%	50.90%	Expected Volatility	57.09%	52.87%	56.48%	52.09%
Average risk-free rate	Average risk-free rate	0.35%	1.54%	0.36%	1.70%	Average risk-free rate	0.43%	1.64%	0.38%	1.66%
Expected Life	Expected Life	6.2 years	6.5 years	6.2 years	6.6 years	Expected Life	6.0 years	6.0 years	6.2 years	6.2 years

The expected stock price volatility is based on the historical volatility of the Company's common stock for a period approximating the expected life. The expected life represents the period of time that options are expected to be outstanding after the grant date. The risk-free rate reflects the interest rate at grant date on zero coupon U.S. governmental bonds having a remaining life similar to the expected option term.

Option activity for the ~~six~~nine months ended ~~September 30,~~December 31, 2020 was as follows:


		Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value			Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value

Options outstanding, beginning of period	Options outstanding, beginning of period	646,728	$	88.30				Options outstanding, beginning of period	646,728	$	88.30
Granted during period	Granted during period	17,530	90.72					Granted during period	26,402	95.59
Exercised during period	Exercised during period	(15,571)	64.66					Exercised during period	(33,776)	66.79
Forfeited during period	Forfeited during period	(11,880)	100.79					Forfeited during period	(15,640)	103.66
Expired during period	Expired during period	(300)	76.51					Expired during period	(300)	76.51
Options outstanding, end of period	Options outstanding, end of period	636,507	$	88.71	6.1 years	$	11,209,268	Options outstanding, end of period	623,414	$	89.43	6.0 years	$	8,627,259
Options exercisable, end of period	Options exercisable, end of period	309,398	$	75.75	4.0 years	$	9,228,750	Options exercisable, end of period	342,736	$	79.29	4.2 years	$	7,992,605

The aggregate intrinsic value reflected in the table above represents the total pre-tax intrinsic value (the difference between the closing stock price on ~~September 30,~~December 31, 2020 and the exercise price, multiplied by the number of in-the-money options) that would have been received by option holders had all option holders exercised their options as of ~~September 30,~~December 31, 2020. This amount will change as the market price of the common stock changes. The total intrinsic value of options exercised during the periods ended ~~September 30,~~December 31, 2020 and 2019 was as follows:


		September 30, 2020		September 30, 2019			December 31, 2020		December 31, 2019

Three months ended	Three months ended	$	496,721	$	1,515,230	Three months ended	$	718,343	$	728,193
Six months ended		$	496,721	$	4,350,557
Nine months ended						Nine months ended	$	1,215,063	$	5,078,750

As of ~~September 30,~~December 31, 2020, total unrecognized stock-based compensation expense related to non-vested stock options amounted to approximately ~~$9.0~~$8.4 million, which is expected to be recognized over a weighted-average period of approximately ~~3.8~~3.5 years.

Restricted Stock

During the first ~~six~~nine months of fiscal 2021, the Company granted ~~29,215~~39,675 shares of restricted stock (which are equity classified) to certain vice presidents, senior vice presidents, executive officers, and non-employee directors with a grant date weighted average fair value of ~~$92.44~~$96.14 per share.

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During fiscal 2020, the Company granted 11,223 shares of restricted stock (which are equity classified) to certain vice presidents with a grant date weighted average fair value of $90.23 per share.

Compensation expense related to restricted stock is based on the number of shares expected to vest and the fair market value of the common stock on the grant date. The Company recognized compensation expense of ~~$7.5~~$11.5 million and ~~$13.4~~$18.5 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2020 and 2019, respectively, which is included as a component of general and administrative expenses in the Company’s consolidated statements of operations.

As of ~~September 30,~~December 31, 2020, there was approximately ~~$32.3~~$29.4 million of unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over the next ~~3.0~~2.7 years based on current estimates.

A summary of the status of the Company’s restricted stock as of ~~September 30,~~December 31, 2020, and changes during the ~~six~~nine months ended ~~September 30,~~December 31, 2020, are presented below:


		Shares	Weighted Average Fair Value at Grant Date			Shares	Weighted Average Fair Value at Grant Date

Outstanding at March 31, 2020	Outstanding at March 31, 2020	705,254	$	101.47	Outstanding at March 31, 2020	705,254	$	101.47
Granted during the period	Granted during the period	29,215	92.44		Granted during the period	39,675	96.14
Vested during the period	Vested during the period	(15,568)	100.41		Vested during the period	(83,250)	101.17
Forfeited during the period	Forfeited during the period	(60,000)	100.79		Forfeited during the period	(60,000)	100.79
Outstanding at September 30, 2020		658,901	$	101.16
Outstanding at December 31, 2020					Outstanding at December 31, 2020	601,679	$	101.23

Total Stock-Based Compensation

Total stock-based compensation included as a component of net income during the three and ~~six~~nine month periods ended ~~September 30,~~December 31, 2020 and 2019 was as follows:


		Three months ended September 30,				Six months ended September 30,					Three months ended December 31,				Nine months ended December 31,
		2020		2019		2020		2019			2020		2019		2020		2019
Stock-based compensation related to equity classified awards:	Stock-based compensation related to equity classified awards:									Stock-based compensation related to equity classified awards:
Stock-based compensation related to stock options	Stock-based compensation related to stock options	$	1,086,239	$	1,604,772	$	2,132,974	$	3,226,110	Stock-based compensation related to stock options	$	854,647	$	1,168,033	$	2,987,621	$	4,394,143
Stock-based compensation related to restricted stock, net of adjustments and exclusive of cancellations	Stock-based compensation related to restricted stock, net of adjustments and exclusive of cancellations	3,940,404		6,685,497		7,477,269		13,376,367		Stock-based compensation related to restricted stock, net of adjustments and exclusive of cancellations	4,043,813		5,162,777		11,521,082		18,539,144
Total stock-based compensation related to equity classified awards	Total stock-based compensation related to equity classified awards	$	5,026,643	$	8,290,269	$	9,610,243	$	16,602,477	Total stock-based compensation related to equity classified awards	$	4,898,460	$	6,330,810	$	14,508,703	$	22,933,287

NOTE 9 – ACQUISITIONS

The Company evaluates each set of assets and activities it acquires to determine if the set meets the definition of a business according to FASB ASC Topic 805-10-55. Acquisitions meeting the definition of a business are accounted for as a business combination while all other acquisitions are accounted for as asset purchases.

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The following table sets forth the Company's acquisition activity for the ~~six~~nine months ended ~~September 30,~~December 31, 2020 and 2019.


		Six months ended September 30,					Nine months ended December 31,
		2020		2019			2020		2019
Acquisitions:	Acquisitions:					Acquisitions:
Number of branches acquired through business combinations	Number of branches acquired through business combinations	0		37		Number of branches acquired through business combinations	0		37
Number of loan portfolios acquired through asset purchases	Number of loan portfolios acquired through asset purchases	15		134		Number of loan portfolios acquired through asset purchases	48		134
Total acquisitions	Total acquisitions	15		171		Total acquisitions	48		171

Purchase price	Purchase price	$	6,936,938	$	61,570,642	Purchase price	$	18,847,223	$	56,400,058

Tangible assets:	Tangible assets:					Tangible assets:
Loans receivable, net	Loans receivable, net	5,786,847		46,952,848		Loans receivable, net	14,364,042		43,036,296
Property and equipment	Property and equipment	0		69,000		Property and equipment	0		69,000
Total tangible assets	Total tangible assets	5,786,847		47,021,848		Total tangible assets	14,364,042		43,105,296

Excess of purchase prices over carrying value of net tangible assets	Excess of purchase prices over carrying value of net tangible assets	$	1,150,091	$	14,548,794	Excess of purchase prices over carrying value of net tangible assets	$	4,483,181	$	13,294,762

Customer lists	Customer lists	$	1,070,091	13,466,111		Customer lists	$	4,300,681	12,233,806
Non-compete agreements	Non-compete agreements	$	80,000	855,000		Non-compete agreements	$	182,500	855,000
Goodwill	Goodwill	$	0	227,683		Goodwill	$	0	205,956

Acquisitions that are accounted for as business combinations typically result in one or more new branches. In such cases, the Company typically retains the existing employees and the branch location from the acquisition. The purchase price is allocated to the tangible assets and intangible assets acquired based upon their estimated fair market values at the acquisition date. The remainder is allocated to goodwill.

Acquisitions that are accounted for as asset purchases are typically limited to acquisitions of loan portfolios. The purchase price is allocated to the tangible assets and intangible assets acquired based upon their estimated fair market values at the acquisition date. In an asset purchase, no goodwill is recorded.

The Company’s acquisitions include tangible assets (generally loans and furniture and equipment) and intangible assets (generally non-compete agreements, customer lists, and goodwill), both of which are recorded at their fair values, which are estimated pursuant to the processes described below.

Acquired loans are valued at the net loan balance. Given the short-term nature of these loans, generally eight months, and that these loans are priced at current rates, management believes the net loan balances approximate their fair value. Under CECL, acquired loans are included in the reserve calculations for all other loan types (excluding TALs). Management includes recent acquisition activity compared to historical activity when considering reasonable and supportable forecasts as it relates to assessing the adequacy of the allowance for expected credit losses. The Company did not acquire any loans that would qualify as PCD's during the period.

Furniture and equipment are valued at the specific purchase price as agreed to by both parties at the time of acquisition, which management believes approximates their fair values.

Non-compete agreements are valued at the stated amount paid to the other party for these agreements, which the Company believes approximates their fair value.

Customer lists are valued with a valuation model that utilizes the Company’s historical data to estimate the value of any acquired customer lists. Customer lists are allocated at a branch level and are evaluated for impairment at a branch level when a triggering event occurs in accordance with FASB ASC Topic 360-10-05. If a triggering event occurs, the impairment loss to the customer list is generally the remaining unamortized customer list balance. In most acquisitions, the original fair value of the

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customer list allocated to a branch is less than $100,000, and management believes that in the event a triggering event were to occur, the impairment loss to an unamortized customer list would be immaterial.

The results of all acquisitions have been included in the Company’s Consolidated Financial Statements since the respective acquisition date. The pro forma impact of these branches as though they had been acquired at the beginning of the periods presented would not have a material effect on the results of operations as reported.

NOTE 10 – DEBT

Senior Notes Payable; Revolving Credit Facility

At ~~September 30,~~December 31, 2020 the Company's notes payable consisted of a $685.0 million senior revolving credit facility, which includes an accordion feature permitting the maximum aggregate commitments to increase to $685.0 million provided that certain conditions are met. At ~~September 30,~~December 31, 2020 ~~$424.9~~$539.6 million was outstanding under the Company's revolving credit facility, not including a $300.0 thousand outstanding standby letter of credit related to workers compensation. To the extent that the letter of credit is drawn upon, the disbursement will be funded by the credit facility. There are no amounts due related to the letter of credit as of ~~September 30,~~December 31, 2020. The letter of credit expires on December 31, ~~2020;~~2021; however, it automatically extends for one year on the expiration date. Subject to a borrowing base formula, the Company may borrow at the rate of LIBOR plus an applicable margin between ~~3.0%~~3.5% and ~~4.0%~~4.5% based on certain EBITDA related metrics set forth in the revolving credit agreement, which are determined and adjusted on a monthly basis with a minimum rate of ~~4.0%~~4.5%. The revolving credit facility has a commitment fee of 0.50% per annum on the unused portion of the commitment. Commitment fees on the unused portion of the borrowing totaled ~~$0.8~~$1.1 million and ~~$0.7~~$0.9 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2020 and 2019, respectively. The amended and restated revolving credit agreement provides for a process to transition to a new benchmark interest rate from LIBOR, if necessary.

For the ~~six~~nine months ended ~~September 30,~~December 31, 2020 and fiscal year ended March 31, 2020, the Company’s effective interest rate, including the commitment fee and amortization of debt issuance costs, was 5.8% annualized and 5.8%, respectively, and the unused amount available under the revolver at ~~September 30,~~December 31, 2020 was ~~$157.0~~$124.0 million. The Company also had ~~$102.8~~$21.1 million that may become available under the revolving credit facility if it grows the net eligible finance receivables. Borrowings under the revolving credit facility mature on June 7, 2022.

Substantially all of the Company’s assets are pledged as collateral for borrowings under the revolving credit agreement.

Debt Covenants

The agreement governing the Company’s revolving credit facility contains affirmative and negative covenants, including covenants that generally restrict the ability of the Company and its subsidiaries to, among other things, incur or guarantee indebtedness, incur liens, pay dividends and repurchase or redeem capital stock, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, redeem or prepay subordinated debt, amend subordinated debt documents, make changes in the nature of its business, and engage in transactions with affiliates. The agreement also contains financial covenants, including: (i) a minimum consolidated net worth of ~~$325.0 million;~~$325,000,000; (ii) a minimum fixed charge coverage ratio of ~~(a) 2.25 to 1.0 for the fiscal quarter ending September 30, 2020 and (b)~~ 2.75 to 1.0 ~~for each fiscal quarter thereafter;~~ (iii) a maximum ratio of total debt to consolidated adjusted net worth of 2.0 to 1.0; (iv) as of the end of each fiscal quarter, provision for credit losses for the four fiscal quarters then ending shall equal or exceed the net loan charge-off for the corresponding period (any shortfalls are required to be deducted in the determination of net income and ~~consolidated adjusted net worth); and (v)~~(iv) a maximum collateral performance indicator of ~~23.0%~~24.0%, as of the end of each calendar month. The collateral performance indicator is equal to the sum of (a) a three-month rolling average rate of receivables at least sixty days past due and (b) an eight-month rolling average net charge-off rate. The agreement allows the Company to incur subordinated debt that matures after the termination date for the revolving credit facility and that contains specified subordination terms, subject to limitations on amount imposed by the financial covenants under the agreement.

The Company was in compliance with these covenants at ~~September 30,~~December 31, 2020 and March 31, 2020 and does not believe that these covenants will materially limit its business and expansion strategy.

The agreement contains events of default including, without limitation, nonpayment of principal, interest or other obligations, violation of covenants, misrepresentation, cross-default to other debt, bankruptcy and other insolvency events, judgments, certain ERISA events, actual or asserted invalidity of loan documentation, invalidity of subordination provisions of subordinated debt, certain changes of control of the Company, and the occurrence of certain regulatory events (including the entry of any stay, order, judgment, ruling or similar event related to the Company’s or any of its subsidiaries’ originating,

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holding, pledging, collecting or enforcing its eligible finance receivables that is material to the Company or any subsidiary) which remains unvacated, undischarged, unbonded or unstayed by appeal or otherwise for a period of 6030 days from the date of its entry and is reasonably likely to cause a material adverse change. If it is determined that a violation of any applicable law

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has occurred, such violation may give rise to an event of default under our credit agreement if such violation were to result in a material adverse effect on our business, properties, results of operations, assets, liabilities, or condition (financial or otherwise), or a material impairment of the Company’s and the subsidiaries’ ability to perform their obligations under the agreement or related documents, or if the amount of any settlement, penalties, fines, or other payments resulted in the Company failing to satisfy any financial covenants.

NOTE 11 – INCOME TAXES

As of ~~September 30,~~December 31, 2020 and March 31, 2020, the Company had ~~$6.0~~$3.6 million and $5.8 million, respectively, of total gross unrecognized tax benefits including interest. Approximately ~~$5.4~~$3.0 million and $5.2 million, respectively, represent the amount of net unrecognized tax benefits that are permanent in nature and, if recognized, would affect the annual effective tax rate. At ~~September 30,~~December 31, 2020, approximately ~~$2.9~~$1.4 million of gross unrecognized tax benefits are expected to be resolved during the next twelve months through the expiration of the statute of limitations and settlement with taxing authorities. The Company’s continuing practice is to recognize interest and penalties related to income tax matters in income tax expense. As of ~~September 30,~~December 31, 2020, the Company had approximately ~~$1.6~~$1.2 million accrued for gross interest, of which ~~$154.3~~$274.5 thousand ~~was accrued~~reversed during the ~~six~~nine months ended ~~September 30,~~December 31, 2020.

The Company is subject to U.S. income taxes, as well as various other state and local jurisdictions. With the exception of a few states, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2016, although carryforward attributes that were generated prior to 2016 may still be adjusted upon examination by the taxing authorities if they either have been or will be used in a future period.

The Company’s effective income tax rate ~~decreased to 21.9%~~totaled 14.3% for the quarter ended ~~September 30,~~December 31, 2020 compared to ~~34.3%~~(6.0)% for the prior year quarter. The ~~decrease~~difference is primarily due to the ~~net effect~~release of reserves related to the settlement of a state dispute and the expiration of the ~~historic tax credit accounting being recorded as a discrete event~~statute of limitations in the ~~prior year quarter, an increase in the disallowed executive compensation under Section 162(m) in the prior year quarter and~~current period along with the recognition of the ~~permanent tax~~$8.0 million non-deductible accrual for the Mexico resolution which was partially offset by the net benefit ~~related to~~under the ~~exclusion of life insurance proceeds~~Federal Historic Tax Credit program in the ~~current~~prior year quarter.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

~~Resolution of Mexico Investigation~~

As previously disclosed, the Company retained outside legal counsel and forensic accountants to conduct an investigation of its operations in Mexico, focusing on the legality under the FCPA, and certain local laws of certain payments related to loans, the maintenance of the Company’s books and records associated with such payments, and the treatment of compensation matters for certain employees. The investigation addressed whether and to what extent improper payments, which may violate the FCPA and other local laws, were made approximately between 2010 and 2017 by or on behalf of WAC de Mexico, to government officials in Mexico relating to loans made to unionized employees. The Company voluntarily contacted the SEC and the DOJ in June 2017 to advise both agencies that an internal investigation was underway and that the Company intended to cooperate with both agencies. The SEC issued a formal order of investigation. The Company has cooperated with both agencies.

~~On August 6, 2020, the Company announced that it reached resolution with both the SEC and the DOJ regarding allegations primarily involving the Company’s former subsidiary in Mexico.~~

In connection with the resolution of the investigations, the Company agreed to the terms contained in a Declination Letter with the DOJ, dated August 5, 2020 (the “Declination Letter”). Pursuant to the terms of the Declination Letter, the DOJ declined to prosecute the Company and closed its investigation into the Company citing as the bases for this decision, among other things, the following: prompt, voluntary self-disclosure of the misconduct; full and proactive cooperation in this matter (including its provision of all known relevant facts about the misconduct); and full remediation, including the additional FCPA training added to the Company’s compliance program, separation from executives under whom the misconduct took place; and discontinuing relationships with third parties in Mexico involved in the misconduct.

The SEC approved the Offer of Settlement on August 6, 2020 and issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (the “SEC Order”). Pursuant to the terms of the SEC Order, the Company consented to 1) cease and desist from committing or

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causing any violations and any future violations of Sections 30A, 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act of 1934, and 2) pay, within fourteen days, disgorgement, prejudgment interest and civil penalties totaling $21,726,000 to the SEC. During the quarter ended September 30, 2020, the Company paid $21.7 million for such matters.

The Company could still face fines, sanctions, and other penalties from authorities in Mexico, as well as third-party claims by shareholders and/or other stakeholders of the Company. Disclosure of the disposition of the SEC and DOJ investigations could adversely affect the Company’s reputation and its ability to obtain new business or retain existing business from its current customers and potential customers, to attract and retain employees, and to access the capital markets. Further, under the terms of the stock purchase agreement among the Company and the Purchasers in connection with the sale of our Mexico operations, we are obligated to indemnify the Purchasers for claims and liabilities relating to certain investigations of our former Mexico operations, the Company, and its affiliates by the DOJ or the SEC that commenced prior to July 1, 2018. Any such indemnification claims could have a material adverse effect on our financial condition, including liquidity, and results of operations.

Derivative Litigation

On September 25, 2020, a shareholder filed a derivative complaint in South Carolina state court, Paul Parshall v. World Acceptance et al., against the Company as the nominal defendant and certain current and former directors and officers as defendants. Pointing to the Company’s resolution with the SEC and DOJ of the Mexico investigation ~~described above,~~previously disclosed, the complaint alleges violations of South Carolina law, including breaches of fiduciary duties and corporate waste, and that the Company has suffered damages as a result of those alleged breaches. The complaint seeks unspecified monetary damages from the individual defendants, equitable and/or injunctive relief, disgorgement of compensation from the individual defendants, and attorneys’ fees and costs. Because the complaint is derivative in nature, it does not seek monetary damages from the Company. However, the Company may be required to advance, and ultimately be responsible for, the legal fees and costs incurred by the individual defendants.

General

In addition, from time to time the Company is involved in litigation matters relating to claims arising out of its operations in the normal course of business.

Estimating an amount or range of possible losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve fines, penalties or damages that are discretionary in amount, involve a large number of claimants or significant discretion by regulatory authorities, represent a change in regulatory policy or interpretation, present novel legal theories, are in the early stages of the proceedings, are subject to appeal or could result in a change in business practices. In addition, because most legal proceedings are resolved over extended periods of time, potential losses are subject to change due to, among other things, new developments, changes in legal strategy, the outcome of intermediate procedural and substantive rulings and other parties’ settlement posture and their evaluation of the strength or weakness of their case against us. However, in light of the inherent uncertainties involved, an adverse outcome in one or more of these matters could materially and adversely affect the Company’s financial condition, results of operations or cash flows in any particular reporting period.

NOTE 13 – SUBSEQUENT EVENTS

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Management is not aware of any significant events occurring subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Information

This report on Form 10-Q, including "Management’s Discussion and Analysis of Financial Condition and Results of Operations," contains various "forward-looking statements," within the meaning of The Private Securities Litigation Reform Act of 1995, that are based on management’s beliefs and assumptions, as well as information currently available to management. Statements other than those of historical fact, as well as those identified by the words “anticipate,” “estimate,” “intend,” “plan,” “expect,” “believe,” “may,” “will,” “should,” "would," "could," "continue," "forecast," and any variation of the foregoing and similar expressions are 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. Therefore, you should not rely on any of these forward-looking statements.

Among the key factors that could cause our actual financial results, performance or condition to differ from the expectations expressed or implied in such forward-looking statements are the following: recently enacted, proposed or future legislation and the manner in which it is implemented, including the effect of changes in tax law; the nature and scope of regulatory authority, particularly discretionary authority, that may be exercised by regulators, including, but not limited to, the SEC, DOJ, CFPB, and individual state regulators having jurisdiction over the Company; ~~the unpredictable nature of~~ regulatory proceedings ~~and litigation;~~or other litigation, including any litigation relating to any governmental investigations; risks associated with the COVID-19 pandemic and the mitigation efforts by governments and related effects on ~~us,~~our financial condition, business operations and liquidity, our customers, our employees, and ~~employees;~~ the ~~sale of our Mexico subsidiaries, including claims or litigation resulting therefrom;~~overall economy; uncertainties associated with management turnover and the effective succession of senior management; the impact of changes in accounting rules and regulations, or their interpretation or application, which could materially and adversely affect the Company’s reported consolidated financial statements or necessitate material delays or changes in the issuance of the Company’s audited consolidated financial statements; the Company's assessment of its internal control over financial reporting; changes in interest rates; risks relating to the acquisition or sale of assets or businesses or other strategic initiatives, including increased loan delinquencies or net charge-offs, the loss of key personnel, integration or migration issues, the failure to achieve anticipated synergies, increased costs of servicing, incomplete records, and retention of customers; risks inherent in making loans, including repayment risks and value of collateral; cybersecurity threats, including the potential misappropriation of assets or sensitive information, corruption of data or operational disruption; our dependence on debt and the potential impact of limitations in the Company’s amended revolving credit ~~facility;~~facility or other impacts on the Company's ability to borrow money on favorable terms, or at all; the timing and amount of revenues that may be recognized by the Company; changes in current revenue and expense trends (including trends affecting delinquency and charge-offs); changes in the Company’s markets and general changes in the economy (particularly in the markets served by the Company). These and other risks are discussed in more 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, 2020 filed with the SEC, and in the Company’s other reports filed with, or furnished to, the SEC from time to time. The Company does not undertake any obligation to update any forward-looking statements it may make.

Results of Operations

The following table sets forth certain information derived from the Company's consolidated statements of operations and balance sheets (unaudited), as well as operating data and ratios, for the periods indicated:

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		Three months ended September 30,						Six months ended September 30,							Three months ended December 31,						Nine months ended December 31,
		2020			2019			2020			2019				2020			2019			2020			2019
		(Dollars in thousands)													(Dollars in thousands)
Gross loans receivable	Gross loans receivable	$	1,109,366		$	1,274,147		$	1,109,366		$	1,274,147		Gross loans receivable	$	1,264,530		$	1,372,769		$	1,264,530		$	1,372,769
Average gross loans receivable (1)	Average gross loans receivable (1)	1,088,191			1,253,249			1,105,573			1,212,281			Average gross loans receivable (1)	1,175,251			1,310,329			1,133,065			1,245,314
Net loans receivable (2)	Net loans receivable (2)	819,666			939,820			819,666			939,820			Net loans receivable (2)	929,474			1,006,735			929,474			1,006,735
Average net loans receivable (3)	Average net loans receivable (3)	805,346			923,046			821,808			894,935			Average net loans receivable (3)	865,480			963,664			839,491			917,938

Expenses as a percentage of total revenue:	Expenses as a percentage of total revenue:													Expenses as a percentage of total revenue:
Provision for credit losses	Provision for credit losses	21.0		%	37.4		%	20.8		%	33.7		%	Provision for credit losses	22.0		%	37.6		%	21.3		%	35.0		%
General and administrative	General and administrative	60.5		%	55.4		%	59.2		%	57.2		%	General and administrative	59.5		%	61.6		%	59.3		%	58.7		%
Interest expense	Interest expense	4.7		%	4.5		%	4.6		%	3.8		%	Interest expense	5.6		%	4.9		%	4.9		%	4.2		%
Operating income as a % of total revenue (4)	Operating income as a % of total revenue (4)	18.5		%	7.2		%	20.0		%	9.1		%	Operating income as a % of total revenue (4)	18.5		%	0.8		%	19.5		%	6.3		%

Loan volume (5)	Loan volume (5)	647,024			729,775			1,110,507			1,481,923			Loan volume (5)	782,995			857,976			1,893,502			2,339,899

Net charge-offs as percent of average net loans receivable		14.5		%	16.8		%	16.4		%	16.6		%
Net charge-offs as percent of average net loans receivable on an annualized basis														Net charge-offs as percent of average net loans receivable on an annualized basis	11.6		%	18.1		%	14.7		%	17.1		%

Return on average assets (trailing 12 months)	Return on average assets (trailing 12 months)	4.5		%	5.8		%	4.5		%	5.8		%	Return on average assets (trailing 12 months)	6.6		%	4.2		%	6.6		%	4.2		%

Return on average equity (trailing 12 months)	Return on average equity (trailing 12 months)	11.8		%	10.5		%	11.8		%	10.5		%	Return on average equity (trailing 12 months)	17.4		%	8.7		%	17.4		%	8.7		%

Branches opened or acquired (merged or closed), net	Branches opened or acquired (merged or closed), net	(8)			16			(11)			41			Branches opened or acquired (merged or closed), net	(2)			6			(13)			47

Branches open (at period end)	Branches open (at period end)	1,232			1,234			1,232			1,234			Branches open (at period end)	1,230			1,240			1,230			1,240

(1) Average gross loans receivable have been determined by averaging month-end gross loans receivable over the indicated period, excluding tax advances.

(2) Net loans receivable is defined as gross loans receivable less unearned interest and deferred fees.

(3) Average net loans receivable have been determined by averaging month-end gross loans receivable less unearned interest and deferred fees over the indicated period, excluding tax advances.

(4) Operating income is computed as total revenue less provision for credit losses and general and administrative expenses.

(5) Loan volume includes all ~~loans generated~~loan balances originated by the Company. It does not include loans purchased through acquisitions.

Reclassification

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CONSOLIDATED BALANCE SHEET	CONSOLIDATED BALANCE SHEET							CONSOLIDATED BALANCE SHEET
		As of September 30, 2019							As of December 31, 2019
		As originally filed		Adjustments		As revised			As originally filed		Adjustments		As revised
Deferred income taxes, net	Deferred income taxes, net	$	31,898,939	$	(1,706,827)	$	30,192,112	Deferred income taxes, net	$	30,544,941	$	(1,633,123)	$	28,911,818

Other assets, net	Other assets, net	16,151,630		8,681,915		24,833,545		Other assets, net	23,640,426		8,247,819		31,888,245
Total assets	Total assets	1,077,816,368		6,975,088		1,084,791,456		Total assets	1,143,011,550		6,614,696		1,149,626,246
Income taxes payable	Income taxes payable	1,521,276		9,236,080		10,757,356		Income taxes payable	52,274		9,236,080		9,288,354
Accounts payable and accrued expenses	Accounts payable and accrued expenses	42,389,238		(554,165)		41,835,073		Accounts payable and accrued expenses	43,403,227		(471,041)		42,932,186
Total liabilities	Total liabilities	682,872,331		8,681,915		691,554,246		Total liabilities	750,854,403		8,765,039		759,619,442
Shareholders' equity	Shareholders' equity	394,944,037		(1,706,827)		393,237,210		Shareholders' equity	392,157,147		(2,150,343)		390,006,804
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	1,077,816,368	$	6,975,088	$	1,084,791,456	Total liabilities and shareholders' equity	$	1,143,011,550	$	6,614,696	$	1,149,626,246


SELECTED CONSOLIDATED STATISTICS	SELECTED CONSOLIDATED STATISTICS													SELECTED CONSOLIDATED STATISTICS
		Three months ended September 30, 2019						Six months ended September 30, 2019							Three months ended December 31, 2019						Nine months ended December 31, 2019
		As originally filed		Adjustments		As revised		As originally filed		Adjustments		As revised			As originally filed		Adjustments		As revised		As originally filed		Adjustments		As revised

Expenses as a percentage of total revenue:														Expenses as a percentage of total revenue:
General and administrative														General and administrative	61.3	%	0.3	%	61.6	%	58.6	%	0.1	%	58.7	%
Operating income as a % of total revenue (1)														Operating income as a % of total revenue (1)	1.2	%	(0.4)	%	0.8	%	6.4	%	(0.1)	%	6.3	%
Return on average assets (trailing 12 months)														Return on average assets (trailing 12 months)	4.5	%	(0.3)	%	4.2	%	4.5	%	(0.3)	%	4.2	%
Return on average equity (trailing 12 months)	Return on average equity (trailing 12 months)	10.8	%	(0.3)	%	10.5	%	10.8	%	(0.3)	%	10.5	%	Return on average equity (trailing 12 months)	9.1	%	(0.4)	%	8.7	%	9.1	%	(0.4)	%	8.7	%

(1) Operating income is computed as total revenues less provision for ~~loan~~credit losses and general and administrative expenses.

Comparison of three months ended ~~September 30,~~December 31, 2020 versus three months ended ~~September 30,~~December 31, 2019

Gross loans outstanding decreased to ~~$1.11~~$1.26 billion as of ~~September 30,~~December 31, 2020, a ~~12.9%~~7.9% decrease from the ~~$1.27~~$1.37 billion of gross loans outstanding as of ~~September 30,~~December 31, 2019. During the three months ended ~~September 30,~~December 31, 2020 our unique borrowers ~~decreased~~increased by ~~21.3%~~8.4% compared to an increase of ~~11.8%~~4.3% during the three months ended ~~September 30,~~December 31, 2019. After experiencing rapid growth of the portfolio during the prior two years, primarily in new customers, the gross loan balance declined in the first three quarters of fiscal 2021 as a result of the ongoing global pandemic and its effect on the overall economy.

Net income for the three months ended ~~September 30,~~December 31, 2020 increased to ~~$13.4~~$14.5 million, a ~~433.1%~~331.2% increase from the ~~$2.5~~$6.3 million loss reported for the same period of the prior year. Operating income (revenue less provision for ~~loan~~credit losses and general and administrative expenses) increased by ~~$12.9~~$23.0 million, or ~~127.1%~~1,886.5%.

Revenues for the three months ended ~~September 30,~~December 31, 2020 decreased by ~~$17.1~~$16.1 million, or ~~12.1%~~10.9%, to ~~$124.4~~$130.9 million from ~~$141.6~~$147.0 million for the same period of the prior year. The decrease was primarily due to a decrease in average net loans outstanding. Revenues from the ~~1,203~~1,222 branches open throughout both three-month periods decreased by ~~14.3%~~8.2%.

Interest and fee income for the three months ended ~~September 30,~~December 31, 2020 decreased by ~~$17.2~~$15.3 million, or ~~13.6%~~11.8%, from the same period of the prior year. The decrease was primarily due to a corresponding decrease in average net loans outstanding. Net loans outstanding at December 31, 2020 decreased by 7.7% over the balance at December 31, 2019. Average net loans outstanding ~~at September 30, 2020~~ decreased by ~~12.8% over~~10.2% for the ~~balance at September 30,~~three months ended December 31, 2020 compared to the three-month period ended December 31, 2019.

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Insurance commissions and other income for the three months ended ~~September 30,~~December 31, 2020 ~~increased~~decreased by ~~$0.1~~$0.7 million, or ~~0.5%~~4.2%, from the same period of the prior year. Insurance commissions decreased by approximately ~~$1.8~~$1.9 million, or ~~14.5%~~14.1%, during the three months ended ~~September 30,~~December 31, 2020 when compared to the three months ended ~~September 30,~~December 31, 2019. Insurance revenue decreased due to lower loan volume during the quarter. Other income increased by ~~$1.9~~$1.2 million, ~~$0.7~~primarily due to increased customer demand for the Company's motor club product.

On April 1, 2020, the Company replaced its incurred loss methodology with a current expected credit loss methodology to accrue for expected losses. The provision for credit losses for the three months ended December 31, 2020 decreased by $26.4 million, or 47.7%, when compared to the provision for credit losses from the same period of ~~which~~the prior year. The provision decreased due primarily to a $18.6 million decrease in net charge-offs as well as an improvement in delinquency. Net charge-offs as a percentage of average net loans on an annualized basis decreased from 18.1% for the three months ended December 31, 2019 to 11.6% for the three months ended December 31, 2020. Loans that were 91 days or more past due on a recency basis increased $7.4 million during the quarter compared to a $11.4 million increase in the third fiscal quarter of the prior year. We are experiencing lower losses on loans that were in the portfolio as of April 1, 2020 than initially predicted under our CECL methodology through December 31, 2020. As a result of this positive performance and additional federal stimulus announced in December, we have decreased our expected future credit losses by approximately $6.5 million during the quarter. However, due to the ongoing uncertainty created by the pandemic, we have maintained the overall allowance for credit loss at the high end of the calculated range of expected losses as of December 31, 2020.

The Company's allowance for credit losses as a percentage of net loans was 12.2% at December 31, 2020 compared to 11.2% at December 31, 2019. Accounts that were 61 days or more past due on a recency basis were 5.2% of the portfolio at December 31, 2020 and 7.0% of the portfolio at December 31, 2019. Accounts that were 61 days or more past due on a contractual basis were 6.6% of the portfolio at December 31, 2020 compared to 8.5% of the portfolio at December 31, 2019.

G&A expenses for the three months ended December 31, 2020 decreased by $12.7 million, or 14.0%, from the corresponding period of the previous year. As a percentage of revenues, G&A expenses decreased from 61.6% during the three months ended December 31, 2019 to 59.5% during the three months ended December 31, 2020. G&A expenses per average open branch decreased by 13.6% when comparing the two three-month periods. The change in G&A expense is explained in greater detail below.

Personnel expense totaled $46.7 million for the three months ended December 31, 2020, a $2.7 million, or 5.4%, decrease over the three months ended December 31, 2019. Salary expense decreased approximately $1.6 million, or 6.0%, when comparing the two quarterly periods ended December 31, 2020 and 2019. Our headcount as of December 31, 2020, decreased 10.4% compared to December 31, 2019. Benefit expense increased approximately $0.5 million, or 5.2%, when comparing the quarterly periods ended December 31, 2020 and 2019, primarily as a result of increased health insurance claims. Incentive expense decreased $1.6 million due to a decrease in share based compensation partially offset by an increase in bonuses paid to branch employees.

Occupancy and equipment expense totaled $15.1 million for the three months ended December 31, 2020, a $1.5 million, or 11.2%, increase over the three months ended December 31, 2019, The three months ended December 31, 2020 included a $2.1 million write down of signage as a result of rebranding our branch offices. Occupancy and equipment expense is generally a function of the number of branches the Company has open throughout the period. For the three months ended December 31, 2020, the average occupancy and equipment expense per branch increased to $12.2 thousand, up from $10.9 thousand for the three months ended December 31, 2019.

Advertising expense totaled $6.7 million for the three months ended December 31, 2020, a $1.5 million, or 18.6%, decrease over the three months ended December 31, 2019. The Company anticipated lower demand as a result of COVID-19 during the quarter and reduced the marketing spend accordingly.

Amortization of intangible assets totaled $1.4 million for the three months ended December 31, 2020, a $13.7 thousand, or 1.0%, decrease over the three months ended December 31, 2019.

Other expense totaled $8.1 million for the three months ended December 31, 2020, a $10.0 million, or 55.3%, decrease over the three months ended December 31, 2019. The decrease is primarily due to an accrual of $8.0 million related to the resolution of the investigation into our former Mexico business during the three months ended December 31, 2019.

Interest expense for the three months ended December 31, 2020 increased by $0.2 million, or 2.4%, from the corresponding three months of the previous year. The increase in interest expense was due to ~~higher~~an increase in the average interest rate for the

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quarter to 6.1% compared to 5.2% in the prior year quarter. There was a 12.3% decrease in the average debt outstanding, from $542.6 million to $475.7 million. The Company’s senior debt-to-equity ratio remained unchanged at 1.5:1 at both December 31, 2019 and December 31, 2020.

Other key return ratios for the three months ended December 31, 2020 included a 6.6% return on average assets and a return on average equity of 17.4%(both on a trailing 12-month basis), as compared to a 4.2% return on average assets and a return on average equity of 8.7% (both on a trailing 12-month basis) for the three months ended December 31, 2019.

The Company’s effective income tax rate totaled 14.3% for the three months ended December 31, 2020 compared to (6.0)% for the corresponding period of the previous year. The difference is primarily due to the release of reserves related to the settlement of a state dispute and the expiration of the statute of limitations in the current period along with the recognition of the $8 million non-deductible accrual for the Mexico resolution which was partially offset by the net benefit under the Federal Historic Tax Credit program in the previous period.

Comparison of nine months ended December 31, 2020 versus nine months ended December 31, 2019

Gross loans outstanding decreased to $1.26 billion as of December 31, 2020, a 7.9% decrease from the $1.37 billion of gross loans outstanding as of December 31, 2019. During the nine months ended December 31, 2020 our number of unique borrowers in the portfolio decreased by 10.2% compared to an increase of 15.5% during the nine months ended December 31, 2019.

Net income for the nine months ended December 31, 2020 increased to $43.4 million, a 794.1% increase from the $4.9 million reported for the same period of the prior year. Operating income (revenue less provision for credit losses and general and administrative expenses) increased by $47.1 million, or 176.2%.

Revenues decreased by $47.8 million, or 11.2%, to $379.3 million during the nine months ended December 31, 2020 from $427.0 million for the same period of the prior year. The decrease was primarily due to a decrease in average net loans outstanding. Revenues from the 1,176 branches open throughout both nine-month periods decreased by 13.6%.

Interest and fee income for the nine months ended December 31, 2020 decreased by $45.6 million, or 12.0%, from the same period of the prior year. The decrease was primarily due to a corresponding decrease in average net loans outstanding. Net loans outstanding at December 31, 2020 decreased by 7.7% over the balance at December 31, 2019. Average net loans outstanding decreased by 8.5% for the nine months ended December 31, 2020 compared to the nine-month period ended December 31, 2019.

Insurance commissions and other income for the nine months ended December 31, 2020 decreased by $2.2 million, or 4.5%, from the same period of the prior year. Insurance commissions decreased by approximately $4.5 million, or 12.1%, during the nine months ended December 31, 2020 when compared to the nine months ended December 31, 2019. Other income increased by $2.3 million primarily due to a $0.9 million increase in tax preparation revenue as a result of an extended tax ~~season. The Company also recorded~~season and a gain on company owned life insurance of approximately $1.1 million due to the death of a former executive.

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The Company's allowance for credit losses as a percentage of net loans was 13.4% at September 30, 2020 compared to 10.8% at September 30, 2019. Accounts that were 61 days or more past due on a recency basis were 4.5% of the portfolio at September 30, 2020 and 6.4% of the portfolio at September 30, 2019. Accounts that were 61 days or more past due on a contractual basis were 6.2% of the portfolio at September 30, 2020 compared to 8.0% of the portfolio at September 30, 2019.

After experiencing rapid growth of the portfolio during the prior two years, primarily in new customers, the gross loan balance declined in the first half of fiscal 2021 as a result of the ongoing pandemic and its effect on the overall economy. As of September 30, 2020, $363.4 million of the total loan portfolio is with customers who have been with the Company less than two years, a 24.6% increase from the average of the fiscal years 2016-2018 portfolios, but a 20.4% decline from fiscal 2020.

G&A expenses for the three months ended September 30, 2020 decreased by $3.2 million, or 4.0%, from the corresponding period of the previous year. As a percentage of revenues, G&A expenses increased from 55.4% during the three months ended September 30, 2019 to 60.5% during the three months ended September 30, 2020. G&A expenses per average open branch decreased by 5.0% when comparing the two three-month periods. The change in G&A expense is explained in greater detail below.

~~Personnel~~ expense totaled $46.8 million for the three months ended September 30, 2020, a $2.8 million, or 5.6%, decrease over the three months ended September 30, 2019. Salary expense decreased approximately $1.9 million, or 6.1%, when comparing the two quarterly periods ended September 30, 2020 and 2019. Our headcount as of September 30, 2020, decreased 10.2% compared to September 30, 2019. Benefit expense decreased approximately $0.9 million, or 9.3%, when comparing the quarterly periods ended September 30, 2020 and 2019, primarily as a result of decreased health insurance claims. Incentive expense decreased $1.6 million due to a decrease in share based compensation partially offset by an increase in bonuses paid to branch employees. The Company deferred $1.7 million less in origination costs under ASC 310 when comparing year over year due to lower originations during the quarter, which increased personnel costs.

~~Occupancy and equipment~~ expense totaled $13.5 million for the three months ended September 30, 2020, a $39.0 thousand, or 0.3%, decrease over the three months ended September 30, 2019. Occupancy and equipment expense is generally a function of the number of branches the Company has open throughout the period. For the three months ended September 30, 2020, the average expense per branch decreased to $10.9 thousand, down from $11.1 thousand for the three months ended September 30, 2019.

~~Advertising~~ expense totaled $5.3 million for the three months ended September 30, 2020, a $1.0 million, or 16.2%, decrease over the three months ended September 30, 2019. The Company anticipated lower demand as a result of COVID-19 during the quarter and reduced the marketing spend.

~~Amortization of intangible assets~~ ~~totaled $1.3 million for the three months ended September 30, 2020, a $28.2 thousand, or 2.2%, increase over the three months ended September 30, 2019.~~

~~Other~~ ~~expense totaled $8.4 million for the three months ended September 30, 2020, a $0.6 million, or 8.3%, increase over the three months ended September 30, 2019.~~

Interest expense for the three months ended September 30, 2020 decreased by $0.4 million, or 6.9%, from the corresponding three months of the previous year. The decrease in interest expense was due to a 9.3% decrease in the average debt outstanding, from $419.8 million to $380.7 million. The Company’s senior debt-to-equity ratio decreased from 1.3:1 at September 30, 2019 to 1.2:1 at September 30, 2020.

~~Other key return ratios for the three months ended September 30, 2020 included a 4.5% return on average assets and a return on average equity of 11.8%(both on a trailing 12-month basis), as compared to a 5.8% return on average assets and a return on average equity of 10.5% for the three months ended September 30, 2019.~~

The Company’s effective income tax rate decreased to 21.9% for the three months ended September 30, 2020 compared to 34.3% for the corresponding period of the previous year. The decrease is primarily due to the net effect of the historic tax credit accounting being recorded as a discrete event in the prior year quarter, an increase in the disallowed executive compensation under Section 162(m) in the prior year quarter and the recognition of the permanent tax benefit related to the exclusion of life insurance proceeds in the current year quarter.

~~Comparison of six months ended September 30, 2020 versus six months ended September 30, 2019~~

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Gross loans outstanding decreased to $1.11 billion as of September 30, 2020, a 12.9% decrease from the $1.27 billion of gross loans outstanding as of September 30, 2019. During the six months ended September 30, 2020 our number of unique borrowers in the portfolio decreased by 18.0% compared to an increase of 12.1% during the six months ended September 30, 2019.

Net income for the six months ended September 30, 2020 increased to $28.9 million, a 159.9% increase from the $11.1 million reported for the same period of the prior year. Operating income (revenue less provision for credit losses and general and administrative expenses) increased by $24.1 million, or 94.5%.

Revenues decreased by $31.7 million, or 11.3%, to $248.3 million during the six months ended September 30, 2020 from $280.0 million for the same period of the prior year. The decrease was primarily due to an decrease in average net loans outstanding. Revenues from the 1,178 branches open throughout both six-month periods decreased by 15.5%.

Interest and fee income for the six months ended September 30, 2020 decreased by $30.3 million, or 12.2%, from the same period of the prior year. The decrease was primarily due to a corresponding decrease in average net loans outstanding. Net loans outstanding at September 30, 2020 decreased by 12.8% over the balance at September 30, 2019. Average net loans outstanding decreased by 8.2% for the six months ended September 30, 2020 compared to the six-month period ended September 30, 2019.

Insurance commissions and other income for the six months ended September 30, 2020 decreased by $1.5 million, or 4.7%, from the same period of the prior year. Insurance commissions decreased by approximately $2.6 million, or 10.9%, during the six months ended September 30, 2020 when compared to the six months ended September 30, 2019. Other income increased by $1.1 million primarily due to a $0.8 million increase in tax preparation revenue as a result of an extended tax season and a gain on company owned life insurance of $1.1 million due to the death of a former executive, partially offset by decreases in income from ancillary services of approximately $0.8 million due to a decrease in loan volume.

The Company's allowance for credit losses as a percentage of net loans was ~~13.4%~~12.2% at ~~September 30,~~December 31, 2020 compared to ~~10.8%~~11.2% at ~~September 30,~~December 31, 2019. Accounts that were 61 days or more past due on a recency basis were ~~4.5%~~5.2% at ~~September 30,~~December 31, 2020 compared to ~~6.4%~~7.0% at ~~September 30,~~December 31, 2019. Accounts that were 61 days or more past due on a contractual basis were ~~6.2%~~6.6% at ~~September 30,~~December 31, 2020 compared to ~~8.0%~~8.5% at ~~September 30,~~December 31, 2019.

Net charge-offs as a percentage of average net loans on an annualized basis decreased from ~~16.6%~~17.1% for the ~~six~~nine months ended ~~September 30,~~December 31, 2019 to ~~16.4%~~14.7% for the ~~six~~nine months ended ~~September 30,~~December 31, 2020.

G&A expenses for the ~~six~~nine months ended ~~September 30,~~December 31, 2020 decreased by ~~$13.3~~$26.0 million, or ~~8.3%~~10.4%, from the corresponding period of the previous year. As a percentage of revenues, G&A expenses increased from ~~57.2%~~58.7% during the first ~~six~~nine months of fiscal 2020 to ~~59.2%~~59.3% during the first ~~six~~nine months of fiscal 2021. G&A expenses per average open branch decreased by ~~10.0%~~11.4% when comparing the two ~~six-month~~nine-month periods. The change in G&A expense is explained in greater detail below.

Personnel expense totaled ~~$91.5~~$138.2 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2020, a ~~$10.6~~$13.3 million, or ~~10.4%~~8.8%, decrease over the ~~six~~nine months ended ~~September 30,~~December 31, 2019. Salary expense decreased approximately ~~$2.9~~$0.4 million, or ~~4.7%~~

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0.5%, when comparing the ~~six~~nine months ended ~~September 30,~~December 31, 2020 and 2019. Our headcount as of ~~September 30,~~December 31, 2020 decreased ~~10.2%~~10.4% compared to ~~September 30,~~December 31, 2019, primarily driven by furloughs during the first ~~six~~nine months of fiscal 2021. Benefit expense decreased approximately ~~$3.2~~$2.7 million, or ~~16.2%~~9.2%, when comparing the ~~six~~nine months ended ~~September 30,~~December 31, 2020 and 2019, primarily as a result of decreased claims as well as a decrease in headcount. Incentive expense decreased ~~$8.7~~$10.2 million due to a decrease in share based compensation and a decrease in bonuses paid to branch employees. The Company deferred ~~$4.2~~$4.5 million less in origination costs under ASC 310 due to lower originations during the ~~six month~~nine months ending ~~September 30,~~December 31, 2020, which increased personnel costs.

Occupancy and equipment expense totaled ~~$26.7~~$41.8 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2020, a ~~$0.2~~$1.3 million, or ~~0.8%~~3.2%, ~~decrease~~increase over the ~~six~~nine months ended ~~September 30,~~December 31, 2019. Occupancy and equipment expense is generally a function of the number of branches the Company has open throughout the period. For the ~~six~~nine months ended ~~September 30,~~December 31, 2020, the average expense per branch ~~decreased~~increased to ~~$21.5~~$33.8 thousand, ~~down~~up from ~~$22.1~~$33.1 thousand for the ~~six~~nine months ended ~~September 30,~~December 31, 2019.

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Advertising expense totaled ~~$7.9~~$14.5 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2020, a ~~$4.5~~$6.0 million, or ~~36.4%~~29.3%, decrease over the ~~six~~nine months ended ~~September 30,~~December 31, 2019. The Company anticipated lower demand as a result of COVID-19 during the ~~quarter~~period and reduced the marketing spend across all programs.

Amortization of intangible assets totaled ~~$2.7~~$4.0 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2020, a ~~$0.5~~$0.4 million, or ~~20.6%~~12.3%, increase over the ~~six~~nine months ended ~~September 30,~~December 31, 2019.

Other expense totaled ~~$18.2~~$26.3 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2020, ~~a $1.6~~an $8.4 million, or ~~9.3%~~24.3%, ~~increase~~decrease over the ~~six~~nine months ended ~~September 30,~~December 31, 2019. The decrease is primarily due to an accrual of $8.0 million related to the resolution of the investigation into our former Mexico business during the nine months ended December 31, 2019.

Interest expense for the ~~six~~nine months ended ~~September 30,~~December 31, 2020 increased by ~~$0.7~~$0.9 million, or ~~6.7%~~5.0%, from the corresponding ~~six~~nine months of the previous year. The increase in interest expense was due to a ~~10.7%~~2.2% increase in the average debt outstanding, from ~~$352.8~~$412.1 million to ~~$390.6 million. The~~$421.2 million along with a slight increase ~~in average debt outstanding was partially offset by a reduction~~ in the benchmark interest rate. The Company’s senior debt-to-equity ratio ~~decreased from 1.3:~~remained unchanged at 1.5:1 at ~~September 30,~~both December 31, 2019 ~~to 1.2:1 at September 30,~~and December 31, 2020.

Other key return ratios for the first ~~six~~nine months of fiscal 2021 included a ~~4.5%~~6.6% return on average assets and a return on average equity of ~~11.8%~~17.4% (both on a trailing 12-month basis), as compared to a ~~5.8%~~4.2% return on average assets and a return on average equity of ~~10.5%~~8.7% (both on a trailing 12-month basis) for the first ~~six~~nine months of fiscal 2020.

The Company’s effective income tax rate decreased to ~~24.3%~~21.3% for the ~~six~~nine months ended ~~September 30,~~December 31, 2020 compared to ~~24.8%~~45.4% for the corresponding period of the previous year. The decrease is primarily due to ~~the~~a permanent tax benefit related to the exclusion of life insurance proceeds and the release of reserves related to the settlement of a state dispute and the expiration of the statute of limitations in the current ~~year.~~

~~Regulatory Matters~~

~~Resolution~~period along with the recognition of ~~Mexico Investigation~~

~~See Note 12 to~~ the ~~unaudited Consolidated Financial Statements~~$8 million non-deductible accrual for ~~a discussion~~the resolution of the investigation into our ~~operations~~former Mexico business which was partially offset by the net benefit under the Federal Historic Tax Credit program in ~~Mexico and~~ the ~~resolution thereof.~~previous period.

Regulatory Matters

CFPB Rulemaking Initiatives

On October 5, 2017, the CFPB issued a final rule (the "Rule") imposing limitations on (i) short-term consumer loans, (ii) longer-term consumer installment loans with balloon payments, and (iii) higher-rate consumer installment loans repayable by a payment authorization. The Rule required lenders originating short-term loans and longer-term balloon payment loans to evaluate whether each consumer has the ability to repay the loan along with current obligations and expenses (“ability to repay requirements”). The Rule also curtails repeated unsuccessful attempts to debit consumers’ accounts for short-term loans, balloon payment loans, and installment loans that involve a payment authorization and an Annual Percentage Rate over 36% (“payment requirements”). However, on July 7, 2020, the CFPB issued a final rule rescinding the ability to repay requirements of the Rule after re-evaluating the legal and evidentiary bases for these provisions and finding them to be insufficient. The CFPB, however, did not rescind or alter the payments requirements in the Rule. Instead, the CFPB issued guidance clarifying the payment requirements’ scope and assisting lenders in complying with the payment requirements.

The Rule’s compliance date for the payment requirements iswas initially August 19, 2019. The compliance date, however, is currently stayed pursuant to a court order issued in Community Financial Services Association v. CFPB, No. 1:18-cv-00295 ~~(W.D.~~

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(W.D. Tex. Nov. 6, 2018). Although the payment requirements are currently stayed by court order, the CFPB announced that it will seek to have them go into effect with a reasonable period for entities to come into compliance.

Unless rescinded or otherwise amended, the Company will have to comply with the Rule’s payment requirements if it continues to allow consumers to set up future recurring payments online for certain covered loans such that it meets the definition of having a “leveraged payment mechanism” under the Rule. If the payment provisions of the Rule apply, the Company will have to modify its loan payment procedures to comply with the required notices and mandated timeframes set forth in the final rule. Implementation of the Rule’s payment requirements may require changes to the Company’s practices and procedures for such loans, which could materially and adversely affect the Company’s ability to make such loans, the cost of making such loans, the Company’s ability to, or frequency with which it could, refinance any such loans, and the profitability of such loans.

The CFPB also has stated that it expects to conduct separate rulemaking to identify larger participants in the installment lending market for purposes of its supervision program. This initiative was classified as “inactive” on the CFPB’s Spring 2018

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rulemaking agenda and has remained inactive since, but the CFPB indicated that such action was not a decision on the merits. Though the likelihood and timing of any such rulemaking is uncertain, the Company believes that the implementation of such rules would likely bring the Company’s business under the CFPB’s supervisory authority which, among other things, would subject the Company to reporting obligations to, and on-site compliance examinations by, the CFPB.

The CFPB also announced on July 7, 2020 that it will undertake new research focusing on identifying information that could be disclosed to consumers during the small dollar lending process to allow them to make the most informed choices. Depending on the outcome of this research and future action taken by the CFPB, implementation of new disclosures may require changes to the Company’s practices and procedures for such loans, which could materially and adversely affect the Company’s ability to make such loans, the cost of making such loans, and the profitability of such loans.

The CFPB is undergoing a change in leadership with the former director resigning in January 2021 and the new administration nominating a new director. These changes in the CFPB leadership could result in a change in priorities for the agency, including the Rule discussed above or other initiatives of the CFPB.

See Part I, Item 1, "Business - Government Regulation - Federal legislation" and Part I, Item 1A, "Risk Factors" in the Company’s Form 10-K for the year ended March 31, 2020 for a further discussion of these matters and federal regulations to which the Company’s operations are subject.

Liquidity and Capital Resources

The Company has financed and continues to finance its operations, acquisitions and branch expansion through a combination of cash flows from operations and borrowings from its institutional lenders. The Company has generally applied its cash flows from operations to fund its loan volume, fund acquisitions, repay long-term indebtedness, and repurchase its common stock. Net cash provided by operating activities for the ~~six~~nine months ended ~~September 30,~~December 31, 2020 was ~~$79.9~~$131.0 million.

Expenditures by the Company to open and furnish new branches averaged approximately $41,000 per new branch during fiscal 2020. New branches have generally required from $230,000 to $380,000 to fund outstanding loans receivable originated during their first 12 months of operation. During the ~~six~~nine months ended ~~September 30,~~December 31, 2020, the Company opened no new branches, acquired no branches, and merged 1113 branches into existing ones.

The Company believes that attractive opportunities to acquire new branches or receivables from its competitors or to acquire branches in communities not currently served by the Company will continue to become available as conditions in local economies and the financial circumstances of owners change.

The Company has a revolving credit facility with a syndicate of banks. In June 2019, the Company entered into an amended and restated revolving credit agreement, which provides for revolving borrowings of up to the lesser of (a) $685.0 million as the aggregate commitments under the facility or (b) a borrowing base, and includes a $0.3 million letter of credit subfacility. At ~~September 30,~~December 31, 2020, the aggregate commitments under the credit facility were $685.0 million. The borrowing base limitation is equal to the product of (a) the Company’s eligible finance receivables less unearned finance charges, insurance premiums and insurance commissions, and (b) an advance rate percentage that ranges from 79% to 85% based on a collateral performance indicator, as more completely described below. Further, the administrative agent under the revolving credit facility has the right at any time, and from time to time in its permitted discretion (but without any obligation), to set aside reasonable reserves against the borrowing base in such amounts as it may deem appropriate, including, without limitation, reserves with respect to certain regulatory events or any increased operational, legal, or regulatory risk of the Company and its subsidiaries. The Company does not believe that this right will materially limit its business and strategic initiatives.

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On April 30, 2020 the amended and restated revolving credit agreement was further amended to (i) modify certain financial covenants to (a) reduce the Company's required minimum net worth to $365.0 million through December 30, 2020 (from $375.0 million), and (b) reduce the Company's fixed charge ratio to 2.25 to 1 through the fiscal quarter ending September 30, 2020; (ii) add new subsidiary guarantors; and (iii) amend language relating to the transition to a new benchmark interest rate (from LIBOR), if necessary.

On July 24, 2020, the amended and restated revolving credit agreement was further amended to, among other things: (i) reduce the advance rate percentage range to 74% to 80% of the collateral performance indicator; (ii) increase the applicable margin associated with the EBITDA ratio by 50 basis points; (iii) reduce the required minimum net worth to $325.0 million (from $365.0 million); and (iv) allow the Company to make share repurchases up to $50.0 million through March 31, 2021 plus up to 50% of consolidated adjusted net income for the period commencing on January 1, 2019, subject to certain ~~restrictions;~~restrictions.

On December 16, 2020, the amended and restated revolving credit agreement was further amended to, among other things: (i) revise the definitions of Consolidated Adjusted Net Income and Consolidated EBITDA Ratio Net Income to remove the requirement that the excess of net charge offs over the Company’s provision for loan losses over the twelve-month period be excluded from Consolidated Adjusted Net Income, and (ii) remove the requirement that provision for loan losses shall equal or exceed the net loan charge off for the corresponding period from the financial covenants.

The agreement establishes a maximum specified level for the collateral performance indicator of ~~23.0%~~24.0%. The collateral performance indicator is equal to the sum of (a) a three-month rolling average rate of receivables at least sixty days past due and (b) an eight-month rolling average net charge-off rate.

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Subject to a borrowing base formula, the Company may borrow at the rate of LIBOR plus an applicable margin between ~~3.0%~~3.5% and ~~4.0%~~4.5% based on certain EBITDA related metrics set forth in the revolving credit agreement, which are determined and adjusted on a monthly basis with a minimum rate of ~~4.0%~~4.5%. The revolving credit facility has a commitment fee of 0.50% per annum on the unused portion of the commitment. Commitment fees on the unused portion of the borrowing totaled ~~$0.8~~$1.1 million and ~~$0.7~~$0.9 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2020 and 2019, respectively. The amended and restated revolving credit agreement provides for a process to transition to a new benchmark interest rate from LIBOR, if necessary.

The Company’s obligations under the revolving credit facility, together with treasury management and hedging obligations owing to any lender under the revolving credit facility or any affiliate of any such lender, are required to be guaranteed by each of the Company’s wholly-owned domestic subsidiaries. The obligations of the Company and the subsidiary guarantors under the revolving credit facility, together with such treasury management and hedging obligations, are secured by a first-priority security interest in substantially all assets of the Company and the subsidiary guarantors.

The amended and restated revolving credit agreement contains affirmative and negative covenants, including covenants that generally restrict the ability of the Company and its subsidiaries to, among other things, incur or guarantee indebtedness, incur liens, pay dividends and repurchase or redeem capital stock, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, redeem or prepay subordinated debt, amend subordinated debt documents, make changes in the nature of its business, and engage in transactions with affiliates. The agreement also contains financial covenants, including: (i) a minimum consolidated net worth of $325.0 million; (ii) a minimum fixed charge coverage ratio of ~~(a) 2.25 to 1.0 for the fiscal quarter ended September 30, 2020 and (b)~~ 2.75 to ~~1.0 for each fiscal quarter thereafter;~~1.0; (iii) a maximum ratio of total debt to consolidated adjusted net worth of 2.0 to 1.0; (iv) as of the end of each fiscal quarter, provision for credit losses for the four fiscal quarters then ending shall equal or exceed the net loan charge-off for the corresponding period (any shortfalls are required to be deducted in the determination of net income and ~~consolidated net worth); and (v)~~(iv) a maximum collateral performance indicator of ~~23.0%~~24.0%, as of the end of each calendar month. The collateral performance indicator is equal to the sum of (a) a three-month rolling average rate of receivables at least sixty days past due and (b) an eight-month rolling average net charge-off rate. The agreement allows the Company to incur subordinated debt that matures after the termination date for the revolving credit facility and that contains specified subordination terms, subject to limitations on amount imposed by the financial covenants under the agreement.

The Company was in compliance with the applicable covenants at ~~September 30,~~December 31, 2020 and March 31, 2020 and does not believe that these covenants will materially limit its business and expansion strategy.

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The agreement contains events of default including, without limitation, nonpayment of principal, interest or other obligations, violation of covenants, misrepresentation, cross-default to other debt, prohibited payments on or amendment to subordinated debt, bankruptcy and other insolvency events, judgments, certain ERISA events, defaults under certain other agreements, actual or asserted invalidity of loan documentation, invalidity of subordination provisions of subordinated debt, certain changes of control of the Company, other defaults under the agreement that are not remedied within thirty (30) days, invalidity of loan documents related to the agreement, appointment of a custodian, trustee, or receiver, and the occurrence of certain regulatory events (including the entry of any stay, order, judgment, cease and desist order, or other sanction (other than the imposition of a monetary fine), order, or ruling against the Company’ or any of its subsidiaries related in any way to the originating, holding, pledging, collecting, servicing, or enforcing its eligible finance receivables that is material to the Company or any subsidiary) which remains unvacated, undischarged, unbonded or unstayed by appeal or otherwise for a period of 60 days from the date of its entry and is reasonably likely to cause a material adverse change. If it is determined that a violation of any applicable law has occurred, such violation may give rise to an event of default under our credit agreement if such violation were to result in a material adverse effect on our business, operations, results of operations, assets, liabilities, or condition (financial or otherwise), or a material impairment of the Company’s and the subsidiaries’ ability to perform their obligations under the agreement or related documents, or if the amount of any settlement, penalties, fines, or other payments resulted in the Company failing to satisfy any financial covenants. See Note 10 to the unaudited Consolidated Financial Statements for additional information regarding the Company’s debt.

The Company believes that cash flow from operations and borrowings under its revolving credit facility or other sources will be adequate to fund its operating expenses and satisfy its capital and liquidity needs for the next twelve months and for the foreseeable future beyond that, including the expected cost of opening or acquiring any new branches ~~including~~(including funding initial operating losses of new branches and funding loans receivable originated by those branches and the Company's other ~~branches (for the next 12 months~~

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~~and for the foreseeable future beyond that)~~branches). Except as otherwise discussed in this report and in the Company’s Form 10-K for the year ended March 31, 2020, including, but not limited to, any discussions in Part I, Item 1A, "Risk Factors" (as supplemented by any subsequent disclosures in information the Company files with or furnishes to the SEC from time to time), management is not currently aware of any trends, demands, commitments, events or uncertainties that it believes will or could result in, or are or could be reasonably likely to result in, any material adverse effect on the Company’s liquidity.

Share Repurchase Program

Since 1996, the Company has repurchased approximately ~~21.2~~21.4 million shares for an aggregate purchase price of approximately $1.2 billion. On June 16, 2020, the Board of Directors authorized the Company to repurchase up to $30.0 million of the Company's outstanding common stock, inclusive of the amount that remains available for repurchase under prior repurchase authorizations. On September 14, 2020, the Board of Directors authorized the Company to repurchase up to $25.0 million of the Company's outstanding common stock in addition to the amount that remained available for repurchase under prior repurchase authorizations. On November 4, 2020, the Board of Directors authorized the Company to repurchase up to $25.0 million of the Company's outstanding common stock, inclusive of the amount that remains available for repurchase under prior repurchase authorizations. As of ~~September 30,~~December 31, 2020, the Company had ~~$11.8~~$10.6 million in aggregate repurchase capacity. The timing and actual number of shares of common stock repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements, available funds, alternative uses of capital, restrictions under the revolving credit agreement, and other market and economic conditions. The Company’s stock repurchase program may be suspended or discontinued at any time.

The Company continues to believe stock repurchases are a viable component of the Company’s long-term financial strategy and an excellent use of excess cash when the opportunity arises. However, our revolving credit facility limits share repurchases to (i) $50 million from July 24, 2020 through March 31, 2021, plus (ii) 50% of consolidated adjusted net income commencing on January 1, 2019, subject to certain restrictions. Immediately following a stock repurchase, the Company must have 15% or more in excess availability under the revolving credit facility. The Company can repurchase additional amounts of shares with prior written consent from lenders.

Inflation

The Company does not believe that inflation, within reasonably anticipated rates, will have a material, adverse effect on its financial condition. Although inflation would increase the Company’s operating costs in absolute terms, the Company expects that the same decrease in the value of money would result in an increase in the size of loans demanded by its customer base. We anticipate that such a change in customer preference would result in an increase in total loans receivable and an increase in absolute revenue to be generated from that larger amount of loans receivable. That increase in absolute revenue should offset any increase in operating costs. In addition, because the Company’s loans have a relatively short contractual term, it is unlikely that loans made at any given point in time will be repaid with significantly inflated dollars.

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Quarterly Information and Seasonality

See Note 3 to the unaudited Consolidated Financial Statements.

Recently Adopted Accounting Pronouncements

See Note 3 to the unaudited Consolidated Financial Statements.

Critical Accounting Policies

The Company’s accounting and reporting policies are in accordance with GAAP and conform to general practices within the finance company industry. Certain accounting policies involve significant judgment by the Company’s management, including the use of estimates and assumptions which affect the reported amounts of assets, liabilities, revenue, and expenses. As a result, changes in these estimates and assumptions could significantly affect the Company’s financial position and results of operations. The Company considers its policies regarding the allowance for credit losses, share-based compensation and income taxes to be its most critical accounting policies due to the significant degree of management judgment involved.

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Allowance for Credit Losses

Accounting policies related to the allowance for credit losses are considered to be critical as these policies involve considerable subjective judgement and estimation by management. As discussed in Note 3 – Summary of Significant Policies, to our unaudited Consolidated Financial Statements included in this report, our policies related to the allowances for credit losses changed on April 1, 2020 in connection with the adoption of a new accounting standard update as codified in ASC 326. In the case of loans, the allowance for credit losses is a contra-asset valuation account, calculated in accordance with ASC 326 that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The amount of the allowance account represents management’s best estimate of current expected credit losses on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. Relevant available information includes historical credit loss experience, current conditions, and reasonable and supportable forecasts.

Share-Based Compensation

The Company measures compensation cost for share-based awards at fair value and recognizes compensation over the service period for awards expected to vest. The fair value of restricted stock is based on the number of shares granted and the quoted price of the Company’s common stock at the time of grant, and the fair value of stock options is determined using the Black-Scholes valuation model. The Black-Scholes model requires the input of highly subjective assumptions, including expected volatility, risk-free interest rate and expected life, changes to which can materially affect the fair value estimate. Actual results and future changes in estimates may differ substantially from the Company’s current estimates.

Income Taxes

Management uses certain assumptions and estimates in determining income taxes payable or refundable, deferred income tax liabilities and assets for events recognized differently in its financial statements and income tax returns, and income tax expense. Determining these amounts requires analysis of certain transactions and interpretation of tax laws and regulations. Management exercises considerable judgment in evaluating the amount and timing of recognition of the resulting income tax liabilities and assets. These judgments and estimates are re-evaluated on a periodic basis as regulatory and business factors change.

No assurance can be given that either the tax returns submitted by management or the income tax reported on the Consolidated Financial Statements will not be adjusted by either adverse rulings, changes in the tax code, or assessments made by the IRS, state, or foreign taxing authorities. The Company is subject to potential adverse adjustments, including but not limited to: an increase in the statutory federal or state income tax rates, the permanent non-deductibility of amounts currently considered deductible either now or in future periods, and the dependency on the generation of future taxable income in order to ultimately realize deferred income tax assets.

Under FASB ASC Topic 740, the Company will include the current and deferred tax impact of its tax positions in the financial statements when it is more likely than not (likelihood of greater than 50%) that such positions will be sustained by taxing authorities, with full knowledge of relevant information, based on the technical merits of the tax position. While the Company supports its tax positions by unambiguous tax law, prior experience with the taxing authority, and analysis of what it considers

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to be all relevant facts, circumstances and regulations, management must still rely on assumptions and estimates to determine the overall likelihood of success and proper quantification of a given tax position.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

As of ~~September 30,~~December 31, 2020, the Company’s financial instruments consisted of the following: cash and cash equivalents, loans receivable and senior notes payable. Fair value approximates carrying value for all of these instruments. Loans receivable are originated at prevailing market rates and have an average life of approximately eight months. Given the short-term nature of these loans, they are continually repriced at current market rates.

The Company’s outstanding debt under its revolving credit facility was ~~$424.9~~$539.6 million at ~~September 30,~~December 31, 2020. Interest on borrowing under this facility is based on the greater of ~~4.0%~~4.5% or one month LIBOR plus an applicable margin between ~~3.0%~~3.5% and ~~4.0%~~4.5% based on certain EBITDA related metrics. Based on the outstanding balance at ~~September 30,~~December 31, 2020, a change of 1.0% in the interest rate would cause a change in interest expense of approximately ~~$4.2~~$5.4 million on an annual basis.

Item 4. Controls and Procedures

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 period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Based on management’s evaluation, with the participation of our CEO and CFO, as of the end of the period covered by this report, our CEO and CFO 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.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 12 to the unaudited Consolidated Financial Statements included in this report for information regarding legal proceedings.

Item 1A. Risk Factors

Other than as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2020.

Allowance for Credit Losses

We began using a new credit reserving methodology known as the CECL methodology effective April 1, 2020. Our ability to accurately forecast future losses under this methodology may be impaired by the significant uncertainty surrounding the pandemic and containment measures and the lack of comparable precedent. This could result in the need to record additional provisions for credit losses in the future, as the COVID-19 pandemic continues to evolve, and our losses on our loans and other exposures could exceed our allowance.

The global outbreak of the coronavirus has and may continue to adversely impact our business.

Occurrences of epidemics or pandemics, depending on scale, may cause varying degrees of damage to national and local economies. The COVID-19 pandemic has resulted in widespread volatility and deterioration in economic conditions across the United States. Governmental authorities have taken a number of steps to slow the spread of COVID-19, including shutdowns of nonessential businesses, stay-at-home orders, social distancing measures, and other actions which have disrupted economic activity.

The United States has also experienced higher unemployment levels as a result of COVID-19, which we expect will over time result in increased delinquencies and credit losses on finance receivables outstanding. In addition, if significant portions of our workforce are unable to work effectively as a result of COVID-19, there may be servicing and other disruptions to our business. ~~Further, a second outbreak~~A resurgence or continued increase in cases of COVID-19 could lead to further mandated shutdowns and economic ~~uncertainty.~~uncertainty, including possible prolonged economic recession. Further, the availability and distribution of vaccinations to the Amercian public remains uncertain at this time. As a result, we cannot foresee whether the outbreak of COVID-19 pandemic will be effectively contained, nor can we anticipate the extent, severity and duration of its impact.

The CARES Act was signed into law in March 2020, which, among other things, expanded states’ ability to provide unemployment insurance for many workers impacted by COVID-19, including for workers who were not otherwise eligible for unemployment benefits, provide direct payments to qualifying individuals, and ~~provided~~provide assistance for small and medium size businesses. We believe that many of our customers have benefited from the enhanced benefits provided by the CARES Act, some of which, such as enhanced unemployment benefits, were set to expire in July 2020. ~~If these benefits are not extended,~~On December 27, 2020, the Consolidated Appropriations Act, 2021 (the “December 2020 Relief Bill”) was signed into law. The December 2020 Relief Bill, among other things, expands the federally backed small business loan program that was introduced as part of the CARES Act, which we expect will further benefit many of our customers. It is currently unclear if or ~~if other stimulus measures benefiting~~how we may benefit from the December 2020 Relief Bill, but we continue to examine the impact of the December 2020 Relief Bill on our ~~customers are not enacted in the near term, the effect may result in an increase in delinquencies and materially and adversely impact our~~business, results of operations and financial ~~condition in future periods.~~condition.

Federal, state and local governments have mandated or encouraged financial services companies to make accommodations to borrowers and other customers affected by COVID-19. Legal and regulatory responses to concerns about COVID-19 could result in additional regulation or restrictions affecting the conduct of our business in the future. All of the foregoing may adversely affect our income and other results of operations or make collection of our personal loans more difficult or reduce income received from such loans or our ability to obtain financing with respect to such loans.

To the extent the COVID-19 pandemic adversely affects the business and financial results of our Company and our customers, it may also have the effect of amplifying many of the other risks disclosed in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2020.

New or amended state laws related to consumer lending could negatively affect our business.

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The implementation of new laws or changes to existing state laws related to interest rates or annual percentage rates could negatively impact the business, results of operations, or financial condition. For example, the Predatory Loan Prevention Act was passed in Illinois in 2021 and caps APRs at 36% including certain costs associated with the loan in calculating the interest rate. This and similar laws, if passed, would lower limits on annual percentage rates which could materially and adversely affect our business and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company's credit agreements contain certain limits on share repurchases. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources."

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Since 1996, the Company has repurchased approximately ~~21.2~~21.4 million shares for an aggregate purchase price of approximately $1.2 billion. ~~On June 16, 2020, the Board of Directors authorized the Company to repurchase up to $30.0 million~~

The following table details purchases of the Company's ~~outstanding~~ common stock, ~~inclusive of~~if any, made by the ~~amount that remains available for repurchase under prior repurchase authorizations.~~Company during the three months ended December 31, 2020:


	(a) Total number of shares purchased	(b) Average price paid per share		(c) Total number of shares purchased as part of publicly announced plans or programs	(d) Approximate dollar value of shares that may yet be purchased under the plans or programs(1)
October 1 through October 31, 2020	109,726	$	107.19	109,726	$	17,127
November 1 through November 30, 2020	76,378	108.78		76,378	16,691,852
December 1 through December 31, 2020	52,348	116.24		52,348	10,606,821
Total for the quarter	238,452	$	109.69	238,452

(1) On September 14, 2020, the Board of Directors authorized the Company to repurchase up to $25.0 million of the Company's outstanding common stock in addition to the amount that remained available for repurchase under prior repurchase authorizations. On November 4, 2020, the Board of Directors authorized the Company to repurchase up to $25.0 million of the Company's outstanding common stock, inclusive of the amount that remains available for repurchase under prior repurchase authorizations.

As of ~~September 30,~~December 31, 2020, the Company had ~~$11.8~~$10.6 million in aggregate repurchase capacity. The timing and actual number of shares of common stock repurchased will depend on a variety of factors, including the stock price, corporate and regulatory requirements, available funds, alternative uses of capital, restrictions under the revolving credit agreement, and other market and economic conditions. The ~~Company's stock~~share repurchase program may be suspended, modified or discontinued at any ~~time.~~

~~The following table details purchases of~~time at the ~~Company's common stock, if any, made by the Company during the three months ended September 30, 2020:~~

(a)
Total number of
shares purchased (b)
Average price paid
per share (c)
Total number of shares purchased
as part of publicly announced
plans or programs (d)
Approximate dollar value of shares
that may yet be purchased
under the plans or programs
July 1 through July 31, 2020 — $ — — $ 30,000,000
August 1 through August 31, 2020 132,711 90.70 132,711 17,963,213
September 1 through September 30, 2020 327,409 95.25 327,409 11,778,166
Total for the quarter 460,120 $ 93.94 460,120
Company’s discretion without prior notice.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The exhibits listed in the accompanying exhibit index are filed as part of the Quarterly Report on Form 10-Q.

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EXHIBIT INDEX

Exhibit
Number Exhibit Description Filed
Herewith Incorporated by Reference
Form or
Registration
Number Exhibit Filing
Date
10.01
Second Amendment to Amended and Restated Revolving Credit Facility, dated April 29, 2020
8-K 10.1 04-30-20
10.02
Third Amendment to Amended and Restated Revolving Credit Facility, dated July 24, 2020
8-K 10.1 07-24-20
10.03
Declination Letter, dated August 5, 2020, from the U.S. Department of Justice, Criminal Division, and agreed to by World Acceptance Corporation
8-K 10.1 08-06-20
10.04
Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, dated August 6, 2020, between the U.S. Securities and Exchange Commission and World Acceptance Corporation
8-K 10.2 08-06-20
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 and Strategy Officer
*
32.01
Section 1350 Certification of Chief Executive Officer
*
32.02
Section 1350 Certification of Chief Financial and Strategy Officer
*
101.01 The following materials from the Company's Quarterly Report for the fiscal quarter ended September 30, 2020, formatted in Inline XBRL: *
(i) Consolidated Balance Sheets as of September 30, 2020 and March 31, 2020;
(ii) Consolidated Statements of Operations for the three and six months ended September 30, 2020 and September 30, 2019;
(iii) Consolidated Statements of Shareholders' Equity for the three and six months ended September 30, 2020 and September 30, 2019;
(iv) Consolidated Statements of Cash Flows for the six months ended September 30, 2020 and September 30, 2019; and
(v) Notes to the Consolidated Financial Statements.
104.01 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *

Exhibit
Number

Exhibit Description

Filed
Herewith

Incorporated by Reference

Form or
Registration
Number

Exhibit

Filing
Date

10.01

Second Amendment to Amended and Restated Revolving Credit Facility, dated April 29, 2020

8-K

10.1

04-30-20

10.02

Third Amendment to Amended and Restated Revolving Credit Facility, dated July 24, 2020

8-K

10.1

07-24-20

10.03

Declination Letter, dated August 5, 2020, from the U.S. Department of Justice, Criminal Division, and agreed to by World Acceptance Corporation

8-K

10.1

08-06-20

10.04

Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, dated August 6, 2020, between the U.S. Securities and Exchange Commission and World Acceptance Corporation

8-K

10.2

08-06-20

10.05

Fourth Amendment to Amended and Restated Revolving Credit Facility dated December 15, 2020

8-K

10.1

12-16-20

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 and Strategy Officer

32.01

Section 1350 Certification of Chief Executive Officer

32.02

Section 1350 Certification of Chief Financial and Strategy Officer

101.01

The following materials from the Company's Quarterly Report for the fiscal quarter ended December 31, 2020, formatted in Inline XBRL:

(i)

Consolidated Balance Sheets as of December 31, 2020 and March 31, 2020;

(ii)

Consolidated Statements of Operations for the three and nine months ended December 31, 2020 and December 31, 2019;

(iii)

Consolidated Statements of Shareholders' Equity for the three and nine months ended December 31, 2020 and December 31, 2019;

(iv)

Consolidated Statements of Cash Flows for the nine months ended December 31, 2020 and December 31, 2019; and

(v)

Notes to the Consolidated Financial Statements.

104.01

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			Submitted electronically herewith.
+			Management Contract or other compensatory plan required to be filed under Item 6 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 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
	Signing on behalf of the registrant and as principal executive officer
	Date:	~~November 6, 2020~~February 5, 2021

	By: /s/ John L. Calmes, Jr.
	John L. Calmes, Jr.
	Executive Vice President and Chief Financial and Strategy Officer
	Signing on behalf of the registrant and as principal financial officer
	Date:	~~November 6, 2020~~February 5, 2021

	By: /s/ Scott McIntyre
	Scott McIntyre
	Senior Vice President of Accounting
	Signing on behalf of the registrant and as principal accounting officer
	Date:	~~November 6, 2020~~February 5, 2021

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