Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      
For the fiscal year ended: March 31, 2018

OR
o
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
 
570425114
 
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
 
108 Frederick Street
 
 
 
 
Greenville, South Carolina
 
29607
 
 
(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
 
Name of Each Exchange on Which Registered
 
 
Common Stock, no par value
 
The NASDAQ Stock Market LLC
 
 
 
 
(NASDAQ Global Select Market)
 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.   Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

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. (Check One):
 
 
 
 
 
 
 
Large Accelerated filer o
Accelerated filer x
 
 
 
 
 
 
Non-accelerated filer o
Smaller reporting company o
 
 
(Do not check if smaller reporting company)
 
 
 
 
Emerging growth company o
 

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 o  No x

The aggregate market value of voting stock held by non-affiliates of the registrant as of September 30, 2017, computed by reference to the closing sale price on such date, was $491,713,593.  (For purposes of calculating this amount only, all directors and executive officers are treated as affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.)  As of May 25, 2018, 9,128,869 shares of the registrant’s Common Stock, no par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement pertaining to the 2018 Annual Meeting of Shareholders ("the Proxy Statement") and filed pursuant to Regulation 14A are incorporated herein by reference into Part III hereof.
 


EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A supplements our Annual Report on Form 10-K for the year ended March 31, 2018, which we filed with the Securities and Exchange Commission on June 13, 2018 (the “Original 10-K”). This Amendment No. 1 is being filed to correct a clerical error in the reproduction of a date included in the Consent of Independent Registered Public Accounting Firm that was filed as Exhibit 23 to the Original 10-K. The correct date was included in the original consent received from our independent auditor. The corrected Consent of Independent Registered Public Accounting Firm is filed as Exhibit 23 with this Form 10-K/A.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A also contains certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.

Except as described above, no other amendments are being made to the Original 10-K by this Amendment No. 1. This Amendment No. 1 does not reflect events occurring after the date of the filing of the Original 10-K, nor does it amend, modify or otherwise update any other information in the Original 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-K, and with our other filings with the SEC subsequent to the filing of the Original 10-K.

The following exhibits are filed as part of this Amendment No. 1.


EXHIBIT INDEX

Exhibit
Number
Exhibit Description
Filed
Herewith
Incorporated by Reference
Form or
Registration
Number
Exhibit
Filing
Date
23
*
 
 
 
31.03
*
 
 
 
31.04
*
 
 
 
*
Submitted electronically herewith.
+
Management Contract or other compensatory plan required to be filed under Item 15 of this report and Item 601 of Regulation S-K of the Securities and Exchange Commission.




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
WORLD ACCEPTANCE CORPORATION
 
 
 
 
 
 
By:   /s/ James H. Wanserski
 
 
James H. Wanserski
 
 
President and Chief Executive Officer
 
 
Date:
June 14, 2018