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    SEC Form 10-Q filed by World Acceptance Corporation

    2/6/25 4:27:36 PM ET
    $WRLD
    Finance: Consumer Services
    Finance
    Get the next $WRLD alert in real time by email
    wrld-20241231
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    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 December 31, 2024
    OR
    ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934

    For the transition period from ______________ to ______________
     
    Commission File Number:  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 Carolina29601
    (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 classTrading SymbolName of each exchange on which registered
    Common Stock, no par valueWRLD
    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.
    1


    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 common stock, no par value, as of January 31, 2025 was 5,746,677.

    2


     WORLD ACCEPTANCE CORPORATION
    FORM 10-Q

    TABLE OF CONTENTS
    Item No.ContentsPage
    GLOSSARY OF DEFINED TERMS
    4
    PART I - FINANCIAL INFORMATION 
    1.Consolidated Financial Statements (unaudited):
    5
     Consolidated Balance Sheets as of December 31, 2024 and March 31, 2024
    5
     Consolidated Statements of Operations for the three and nine months ended December 31, 2024 and December 31, 2023
    6
     Consolidated Statements of Shareholders' Equity for the three and nine months ended December 31, 2024 and December 31, 2023
    7
     Consolidated Statements of Cash Flows for the nine months ended December 31, 2024 and December 31, 2023
    9
     Notes to Consolidated Financial Statements
    11
    2.Management's Discussion and Analysis of Financial Condition and Results of Operations
    35
    3.Quantitative and Qualitative Disclosures about Market Risk
    45
    4.Controls and Procedures
    45
    PART II - OTHER INFORMATION
    1.Legal Proceedings
    46
    1A.Risk Factors
    46
    2.Unregistered Sales of Equity Securities and Use of Proceeds
    46
    3.Defaults Upon Senior Securities
    46
    4.Mine Safety Disclosures
    46
    5.Other Information
    46
    6.Exhibits
    46
    EXHIBIT INDEX
    47
    SIGNATURES
    48

    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 2025" are to the Company’s fiscal year ending March 31, 2025; all references in this report to "fiscal 2024" are to the Company's fiscal year ended March 31, 2024; and all references to "fiscal 2019" are to the Company’s fiscal year ended March 31, 2019.
    3

    Table of Contents
    GLOSSARY OF DEFINED TERMS

    The following terms may be used throughout this Report, including consolidated financial statements and related notes.
    TermDefinition
    2008 PlanWorld Acceptance Corporation 2008 Stock Option Plan
    2011 PlanWorld Acceptance Corporation 2011 Stock Option Plan
    2017 PlanWorld Acceptance Corporation 2017 Stock Incentive Plan
    2018 Performance Option Measurement Period
    The 6.5 year performance period beginning on September 30, 2018 and ending on March 31, 2025 over which Performance Options are eligible to vest, following certification by the Compensation Committee of achievement
    2018 Performance Share Measurement Period
    The 6.5 year performance period beginning on September 30, 2018 and ending on March 31, 2025 over which Performance Shares are eligible to vest, following certification by the Compensation Committee of achievement
    2024 Performance Option Measurement Period
    The 1 year performance period beginning on January 01, 2025 and ending on December 31, 2025
    2024 Performance Share Measurement Period
    The 1 year performance period beginning on January 01, 2025 and ending on December 31, 2025 over which Performance Shares are eligible to vest, following certification by the Compensation Committee of achievement
    $20.45 Performance SharesPerformance shares associated with the $20.45 trailing 4-Quarter EPS target for September 30, 2018 through March 31, 2025
    ASCAccounting Standards Codification
    ASUAccounting Standards Update
    CECLCurrent Expected Credit Loss
    CEOChief Executive Officer
    CFOChief Financial Officer
    CFPBU.S. Consumer Financial Protection Bureau
    Compensation CommitteeCompensation and Stock Option Committee
    Customer TenureThe number of months since a customer was first serviced by the Company
    EPSEarnings per share
    ERISAEmployee Retirement Income Security Act
    Exchange ActSecurities Exchange Act of 1934, as amended
    FASBFinancial Accounting Standards Board
    FICOThe Fair Isaac Corporation
    G&AGeneral and administrative
    GAAPU.S. generally accepted accounting principles
    HTCHistoric Tax Credit
    IRSU.S. Internal Revenue Service
    Notes$300 million in aggregate principal amount of 7.0% unsecured senior notes due November 2026 issued on September 27, 2021
    PCDPurchased Assets with Credit Deterioration
    Performance OptionsPerformance-based stock options
    Performance SharesService- and performance-based restricted stock awards
    Rehab RatePercentage of 91 days or more delinquent that do not charge off
    Restricted StockService-based restricted stock awards
    SECU.S. Securities and Exchange Commission
    Service OptionsService-based stock options
    SOFRSecured Overnight Finance Rate
    TALTax Advance Loan
    4

    Table of Contents
    PART I.  FINANCIAL INFORMATION

    WORLD ACCEPTANCE CORPORATION
    AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    (Unaudited)
     December 31, 2024March 31, 2024
    ASSETS  
    Cash and cash equivalents$15,582,553 $11,839,460 
    Gross loans receivable1,381,461,902 1,277,149,256 
    Less:  
    Unearned interest, insurance and fees(361,444,148)(326,746,136)
    Allowance for credit losses(116,110,946)(102,962,811)
    Loans receivable, net903,906,808 847,440,309 
    Income taxes receivable7,188,053 3,091,229 
    Operating lease right‐of‐use assets, net78,856,773 79,501,238 
    Property and equipment, net20,551,225 22,897,197 
    Deferred income taxes, net31,967,282 30,942,844 
    Other assets, net36,775,212 42,198,242 
    Goodwill7,370,791 7,370,791 
    Intangible assets, net8,301,486 11,069,733 
    Total assets$1,110,500,183 $1,056,351,043 
     
    LIABILITIES & SHAREHOLDERS' EQUITY  
    Liabilities:  
    Senior notes payable$335,949,020 $223,419,132 
    Senior unsecured notes payable, net223,910,142 272,609,632 
    Operating lease liability81,207,297 81,920,865 
    Accounts payable and accrued expenses41,263,775 53,974,198 
    Total liabilities682,330,234 631,923,827 
    Commitments and contingencies
    Shareholders' equity:  
    Preferred stock, no par value Authorized 5,000,000, no shares issued or outstanding
    — — 
    Common stock, no par value Authorized 95,000,000 shares; issued and outstanding 5,787,976 and 5,938,665 shares at December 31, 2024 and March 31, 2024, respectively
    — — 
    Additional paid-in capital267,074,904 286,432,952 
    Retained earnings161,095,045 137,994,264 
    Total shareholders' equity428,169,949 424,427,216 
    Total liabilities and shareholders' equity$1,110,500,183 $1,056,351,043 

    See accompanying notes to consolidated financial statements.

    5

    Table of Contents
    WORLD ACCEPTANCE CORPORATION
    AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
    Three months ended December 31,Nine months ended December 31,
    2024202320242023
    Revenues:  
    Interest and fee income$122,390,403 $118,665,105 $347,456,761 $352,237,133 
    Insurance and other income, net16,242,350 19,084,282 52,112,762 61,711,366 
    Total revenues138,632,753 137,749,387 399,569,523 413,948,499 
    Expenses:   
    Provision for credit losses44,103,495 40,631,994 136,191,023 127,697,072 
    General and administrative expenses:  
    Personnel41,074,877 39,890,187 99,804,998 120,119,638 
    Occupancy and equipment12,293,093 12,090,198 36,793,516 37,138,444 
    Advertising4,448,074 3,721,155 8,925,597 8,712,406 
    Amortization of intangible assets938,026 1,050,926 2,902,848 3,182,805 
    Other8,468,838 9,156,841 26,563,688 27,828,730 
    Total general and administrative expenses67,222,908 65,909,307 174,990,647 196,982,023 
    Interest expense11,293,874 11,689,924 31,520,066 36,475,411 
    Total expenses122,620,277 118,231,225 342,701,736 361,154,506 
    Income before income taxes16,012,476 19,518,162 56,867,787 52,793,993 
    Income tax expense2,624,180 2,853,344 11,403,906 10,508,008 
    Net income$13,388,296 $16,664,818 $45,463,881 $42,285,985 
    Net income per common share:   
    Basic$2.46 $2.89 $8.32 $7.32 
    Diluted$2.45 $2.84 $8.23 $7.17 
    Weighted average common shares outstanding:  
    Basic5,436,688 5,772,503 5,461,990 5,775,108 
    Diluted5,464,217 5,860,117 5,526,784 5,896,716 

    See accompanying notes to consolidated financial statements.

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    WORLD ACCEPTANCE CORPORATION
    AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
    (Unaudited)


    Three months ended December 31, 2024
    Common Stock
    SharesAdditional Paid-in CapitalRetained EarningsTotal Shareholders' Equity
    Balances at September 30, 20245,769,530 $268,746,030 $148,717,724 $417,463,754 
    Proceeds from exercise of stock options5,324 424,420 — 424,420 
    Common stock repurchases(9,465)— (1,010,975)(1,010,975)
    Stock-based compensation (reversal) related to restricted stock, net of cancellations ($2,544,812)
    22,587 (2,181,186)— (2,181,186)
    Stock-based compensation related to stock options— 85,640 — 85,640 
    Net income— — 13,388,296 13,388,296 
    Balances at December 31, 20245,787,976 $267,074,904 $161,095,045 $428,169,949 

    Three months ended December 31, 2023
    Common Stock
    SharesAdditional Paid-in CapitalRetained EarningsTotal Shareholders' Equity
    Balances at September 30, 20236,246,818 $287,246,730 $122,776,065 $410,022,795 
    Proceeds from exercise of stock options11,104 948,441 — 948,441 
    Common stock repurchases(148,765)— (17,291,997)(17,291,997)
    Stock-based compensation (reversal) related to restricted stock, net of cancellations ($2,823,774)
    (35,858)(3,514,473)— (3,514,473)
    Stock-based compensation related to stock options— 189,582 — 189,582 
    Net income— — 16,664,818 16,664,818 
    Balances at December 31, 20236,073,299 $284,870,280 $122,148,886 $407,019,166 


    7

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    Nine months ended December 31, 2024
    Common Stock
    SharesAdditional Paid-in CapitalRetained EarningsTotal Shareholders' Equity
    Balances at March 31, 20245,938,665 $286,432,952 $137,994,264 $424,427,216 
    Proceeds from exercise of stock options20,310 1,881,436 — 1,881,436 
    Common stock repurchases(174,632)— (22,363,100)(22,363,100)
    Stock-based compensation (reversal) related to restricted stock, net of cancellations ($2,676,053)
    3,633 (21,562,624)— (21,562,624)
    Stock-based compensation related to stock options— 323,140 — 323,140 
    Net income— — 45,463,881 45,463,881 
    Balances at December 31, 20245,787,976 $267,074,904 $161,095,045 $428,169,949 
    Nine months ended December 31, 2023
    Common Stock
    SharesAdditional Paid-in CapitalRetained EarningsTotal Shareholders' Equity
    Balances at March 31, 20236,231,082 $288,071,839 $97,154,898 $385,226,737 
    Proceeds from exercise of stock options22,847 2,018,412 — 2,018,412 
    Common stock repurchases(148,765)(17,291,997)(17,291,997)
    Stock-based compensation (reversal) related to restricted stock, net of cancellations ($2,823,774)
    (31,865)(1,348,623)— (1,348,623)
    Stock-based compensation (reversal) related to stock options— (3,871,348)— (3,871,348)
    Net income— — 42,285,985 42,285,985 
    Balances at December 31, 20236,073,299 $284,870,280 $122,148,886 $407,019,166 

    See accompanying notes to consolidated financial statements.
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    WORLD ACCEPTANCE CORPORATION
    AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
    Nine months ended December 31,
     20242023
    Cash flow from operating activities:  
    Net income$45,463,881 $42,285,985 
    Adjustments to reconcile net income to net cash provided by operating activities:  
    Amortization of intangible assets2,902,848 3,182,805 
    Accrued unearned interest(4,437,733)(4,225,244)
    Amortization of deferred loan cost10,461,809 10,285,733 
    Gain on extinguishment of senior unsecured notes payable(1,160,067)(1,162,581)
    Amortization of debt issuance costs999,688 1,338,352 
    Amortization of discount on loans acquired in an asset purchase(380,232)— 
    Provision for credit losses136,191,023 127,697,072 
    Depreciation4,799,367 4,937,169 
    Gain on sale of property and equipment(78,011)(95,621)
    Deferred income tax expense (benefit)(1,024,438)4,674,792 
    Stock-based compensation (reversal) related to equity classified awards(18,563,431)(2,396,197)
    Change in accounts:  
    Other assets, net5,007,294 5,213,994 
    Income taxes receivable(4,096,824)(4,249,555)
    Accounts payable and accrued expenses(12,878,833)(5,516,759)
    Net cash provided by operating activities163,206,341 181,969,945 
    Cash flows from investing activities:  
    Increase in loans receivable, net(179,488,673)(153,198,324)
    Cash paid for acquisitions, primarily loans(18,947,294)— 
    Purchases of property and equipment(2,814,437)(4,419,445)
    Proceeds from the sale of property and equipment439,053 308,174 
    Net cash used in investing activities(200,811,351)(157,309,595)
    Cash flow from financing activities:  
    Borrowings from senior notes payable297,385,341 215,066,622 
    Payments on senior notes payable(184,855,453)(217,887,966)
    Payments for extinguished senior unsecured notes payable(48,148,250)(6,978,717)
    Payments for debt extinguishment costs(12,500)(20,625)
    Debt issuance costs associated with senior notes payable(31,728)(475,716)
    Proceeds from exercise of stock options1,881,436 2,018,412 
    Payments for taxes related to net share settlement of equity awards(2,676,053)(2,823,774)
    Repurchase of common stock(22,194,690)(17,291,997)
    Net cash provided by (used in) financing activities
    41,348,103 (28,393,761)
    Net change in cash and cash equivalents3,743,093 (3,733,411)
    Cash and cash equivalents at beginning of period11,839,460 16,508,935 
    Cash and cash equivalents at end of period$15,582,553 $12,775,524 
    Supplemental Disclosures:
    Interest paid during the period$36,476,307 $41,233,947 
    Income taxes paid during the period$3,204,509 $7,726,889 
    Excise tax on stock repurchases not paid during the period
    $168,410 $— 
    9

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    See accompanying notes to consolidated financial statements.
    10

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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 December 31, 2024 and 2023 and for the three and 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 December 31, 2024, and the results of operations and cash flows for the periods ended December 31, 2024 and 2023, 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, 2024, included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, as filed with the SEC (the "fiscal 2024 Annual Report"). The Company applies the accounting policies contained in Note 1 to the Consolidated Financial Statements included in fiscal 2024 Annual Report. The Company believes that the disclosures are adequate to make the information presented not misleading.

    NOTE 2 – 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

    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.

    Loans receivable, net

    Loans receivable are carried at amortized cost, which is the gross amount outstanding, reduced by unearned interest and insurance income, net of deferred origination fees and direct costs, and an allowance for credit losses. Fees received and direct costs incurred for the origination of loans are deferred and amortized to interest income over the contractual lives of the loans using the interest method. Unamortized amounts are recognized in income at the time that loans are refinanced or paid in full except for those refinancings that do not constitute a more than minor modification. Net unamortized deferred origination costs were $6.6 million and $5.0 million as of December 31, 2024 and March 31, 2024, respectively.

    From time to time, the Company will sell charged off loans receivable, which are accounted for as a sale in accordance with ASC 860, Transfers and Servicing. See Note 4 to the Consolidated Financial Statements for further information.

    Allowance for credit losses

    Refer to Note 4 to the Consolidated Financial Statements for information regarding the Company's CECL allowance model and a description of the policies and methodology utilized.
    11

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    Reclassification

    From time to time, prior period amounts will be reclassified to conform to the current presentation. Such reclassifications have no impact on previously reported net income or shareholders' equity.

    Recently Issued Accounting Standards Not Yet Adopted

    Improvements to Reportable Segment Disclosures

    In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Management is currently evaluating this ASU to determine its impact on the Company's consolidated financial statements and related disclosures.

    Improvements to Income Tax Disclosures

    In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to expand annual disclosures to 1) include specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold and 2) disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes. ASU 2023-09 also requires entities to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal, state and foreign, among other changes. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on the Company's consolidated financial statements and related disclosures.

    Disaggregation of Income Statement Expenses

    In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires additional disclosure, in the notes to financial statements, about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, which was clarified by ASU 2025-01, Clarifying the Effective Date. Early adoption is permitted. ASU 2024-03 should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements. Management is currently evaluating this ASU to determine its impact on the Company's consolidated financial statements and related disclosures.

    We reviewed all other 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 and related disclosures as a result of future adoption.
    12

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    NOTE 3 – 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, the senior notes payable, and the senior unsecured notes payable. Loans receivable are originated at prevailing market rates and have an average life of up to twelve months. Given the short-term nature of these loans, they are continually repriced at current market rates. The Company’s senior notes payable, consisting of a senior revolving credit facility, has a variable rate based on a margin over SOFR and reprices with any changes in SOFR. The fair value of the senior unsecured notes payable is estimated based on quoted prices in markets that are not active. 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.
    December 31, 2024March 31, 2024
    Input LevelCarrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
    ASSETS
    Cash and cash equivalents1$15,582,553 $15,582,553 $11,839,460 $11,839,460 
    Loans receivable, net3903,906,808 903,906,808 847,440,309 847,440,309 
    LIABILITIES
    Senior unsecured notes payable, net
    2223,910,142 222,969,719 272,609,632 254,208,482 
    Senior notes payable3335,949,020 335,949,020 223,419,132 223,419,132 

    There were no significant assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2024 or March 31, 2024.

    NOTE 4 – LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

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

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    Customer TenureDecember 31, 2024March 31, 2024
    0 to 5 months$120,206,225 $73,699,568 
    6 to 17 months83,792,574 69,616,739 
    18 to 35 months119,019,301 140,340,728 
    36 to 59 months152,290,291 181,399,293 
    60+ months904,874,073 799,703,920 
    TALs1,279,438 12,389,008 
    Total gross loans$1,381,461,902 $1,277,149,256 

    Current payment performance is used to assess the capability of the borrower to repay contractual obligations of the loan agreements as scheduled, which is monitored by management on a daily basis. 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.

    All loans, except for TALs, 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. The weighted average Rehab Rate at December 31, 2024 and March 31, 2024 was 4.7% and 4.9%, respectively. A loan is charged off within the allowance for credit losses in the month following when an account reaches 120 days past due on a recency basis, subject to certain exceptions. Specifically, the Company’s customer accounts in a confirmed bankruptcy are generally charged off in the month after they reach 60 days past due on a recency basis. The accounts of deceased or incarcerated customers are also generally charged off in the month after they reach 60 days past due on a recency basis, with the exception of deceased customers with credit life insurance. Subsequent recoveries of amounts charged off, if any, are credited to the allowance for credit losses.

    The following table provides a breakdown of the Company’s gross loans receivable by current payment performance on a recency basis and year of origination at December 31, 2024:
    Term Loans By Origination
    LoansUp 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$1,191,801,595 $53,796,457 $5,232,034 $246,907 $5,097 $4,612 $1,251,086,702 
    30 - 60 days past due45,078,425 5,587,931 771,319 88,677 5,498 12,712 51,544,562 
    61 - 90 days past due27,968,712 3,192,929 387,807 46,475 5,912 518 31,602,353 
    91 or more days past due38,928,934 6,353,121 611,384 52,719 2,689 — 45,948,847 
    Total$1,303,777,666 $68,930,438 $7,002,544 $434,778 $19,196 $17,842 $1,380,182,464 
    Term Loans By Origination
    TALsUp 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$191,926 $— $— $— $— $— $191,926 
    30 - 60 days past due71,880 — — — — — 71,880 
    61 - 90 days past due56,193 — — — — — 56,193 
    91 or more days past due959,439 — — — — — 959,439 
    Total$1,279,438 $— $— $— $— $— $1,279,438 
    Total gross loans$1,381,461,902 

    14

    Table of Contents
    The following table provides a breakdown of the Company’s gross loans receivable by current payment performance on a recency basis and year of origination at March 31, 2024:
    Term Loans By Origination
    LoansUp 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$1,094,896,350 $61,853,967 $4,807,924 $109,050 $25,850 $1,371 $1,161,694,512 
    30 - 60 days past due34,034,537 4,600,615 610,649 10,856 14,076 5,429 39,276,162 
    61 - 90 days past due21,874,701 2,154,561 200,117 17,493 204 — 24,247,076 
    91 or more days past due34,560,868 4,600,040 364,386 6,151 5,617 5,436 39,542,498 
    Total$1,185,366,456 $73,209,183 $5,983,076 $143,550 $45,747 $12,236 $1,264,760,248 
    Term Loans By Origination
    TALsUp 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$7,441,660 $860 $— $— $— $— $7,442,520 
    30 - 60 days past due4,942,757 788 — — — — 4,943,545 
    61 - 90 days past due— 1,650 — — — — 1,650 
    91 or more days past due— 1,293 — — — — 1,293 
    Total$12,384,417 $4,591 $— $— $— $— $12,389,008 
    Total gross loans$1,277,149,256 

    The following table provides a breakdown of the Company’s gross loans receivable by current payment performance on a contractual basis and year of origination at December 31, 2024:

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    Table of Contents
    Term Loans By Origination
    LoansUp 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$1,179,892,149 $47,643,195 $4,032,753 $130,939 $— $— $1,231,699,036 
    30 - 60 days past due46,938,294 4,289,434 347,554 10,189 — 4,836 51,590,307 
    61 - 90 days past due30,851,070 3,357,138 300,261 20,307 205 — 34,528,981 
    91 or more days past due46,096,156 13,640,670 2,321,974 273,343 18,991 13,006 62,364,140 
    Total$1,303,777,669 $68,930,437 $7,002,542 $434,778 $19,196 $17,842 $1,380,182,464 
    Term Loans By Origination
    TALsUp 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$158,737 $— $— $— $— $— $158,737 
    30 - 60 days past due50,553 — — — — — 50,553 
    61 - 90 days past due37,596 — — — — — 37,596 
    91 or more days past due1,032,552 — — — — — 1,032,552 
    Total$1,279,438 $— $— $— $— $— $1,279,438 
    Total gross loans$1,381,461,902 

    The following table provides a breakdown of the Company’s gross loans receivable by current payment performance on a contractual basis and year of origination at March 31, 2024:
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    Term Loans By Origination
    LoansUp 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$1,079,720,968 $54,770,231 $3,681,104 $39,921 $10,484 $1,371 $1,138,224,079 
    30 - 60 days past due37,475,784 3,388,380 288,576 1,064 — — 41,153,804 
    61 - 90 days past due26,191,269 2,903,253 208,172 3,430 204 — 29,306,328 
    91 or more days past due41,978,436 12,147,320 1,805,223 99,134 35,059 10,865 56,076,037 
    Total$1,185,366,457 $73,209,184 $5,983,075 $143,549 $45,747 $12,236 $1,264,760,248 
    Term Loans By Origination
    TALsUp 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$7,441,661 $— $— $— $— $— $7,441,661 
    30 - 60 days past due4,942,757 — — — — — 4,942,757 
    61 - 90 days past due— — — — — — — 
    91 or more days past due— 4,590 — — — — 4,590 
    Total$12,384,418 $4,590 $— $— $— $— $12,389,008 
    Total gross loans$1,277,149,256 

    The following table provides a breakdown of the Company’s gross charge-offs by fiscal year of origination for the three and nine months ended December 31, 2024:

    Three months ended December 31,Nine months ended December 31,
    Gross Charge-offs by OriginationGross Charge-offs by Origination
    Origination YearLoansTALsTotalLoansTALsTotal
    2020 and prior$— $— $— $24,919 $— $24,919 
    20212,675 — 2,675 26,161 — 26,161 
    2022148,994 — 148,994 708,565 — 708,565 
    20231,463,591 — 1,463,591 8,571,378 175 8,571,553 
    202423,325,438 651,498 23,976,936 103,377,399 2,814,391 106,191,790 
    202523,230,774 — 23,230,774 23,867,489 — 23,867,489 
    Total$48,171,472 $651,498 $48,822,970 $136,575,911 $2,814,566 $139,390,477 
    The following table provides a breakdown of the Company’s gross charge-offs by fiscal year of origination for the three and nine months ended December 31, 2023:

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    Three months ended December 31,Nine months ended December 31,
    Gross Charge-offs by OriginationGross Charge-offs by Origination
    Origination YearLoansTALsTotalLoansTALsTotal
    2019 and prior$1,958 $— $1,958 $11,385 $— $11,385 
    20203,909 — 3,909 33,560 — 33,560 
    202144,632 — 44,632 275,558 — 275,558 
    20221,660,567 188 1,660,755 10,243,978 5,197 10,249,175 
    202328,683,289 118,287 28,801,576 120,931,950 1,260,273 122,192,223 
    202424,222,152 — 24,222,152 24,466,713 — 24,466,713 
    Total$54,616,507 $118,475 $54,734,982 $155,963,144 $1,265,470 $157,228,614 
    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 looks 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

    To determine how well each metric predicts default risk the Company used 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. The 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

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

    Management estimates an allowance for each Customer Tenure bucket by performing a historical migration analysis of loans in that bucket for the twelve most recent historical twelve-month migration periods. Management considers whether current credit conditions might suggest a change is needed to the allowance for credit losses by monitoring trends in first pay success for new borrowers, 60-89 day delinquencies on a recency basis, percent of loan balances that are paying and percentage of gross loans that are acquired loans. If management determines that historical migration rates should be adjusted to reflect expected credit losses, a qualitative adjustment is made to reflect management's judgment regarding observable changes in recent or expected economic trends and conditions, portfolio composition, or other significant events or conditions that affect the current estimate. The increase in the allowance for credit losses from March 31, 2024 to December 31, 2024 was primarily due to loan growth during the period.

    Due to the short term nature of the loan portfolio, forecasted changes in macroeconomic variables such as unemployment levels, general inflation and commodity prices, typically do not have a significant impact on loans outstanding at the end of a particular reporting period, unless those changes are particularly severe and sudden in nature. Therefore, management develops a reasonable and supportable forecast of losses by comparing the most recent six-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 a change is determined necessary, then the Company has elected to immediately revert back to historical experience past the forecast period. As of December 31, 2024 and March 31, 2024, there were no conditions or other factors considered significant enough to warrant a forecast adjustment.
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    The following table presents a roll forward of the allowance for credit losses for the three and nine months ended December 31, 2024 and 2023:
    Three months ended December 31,Nine months ended December 31,
    2024202320242023
    Beginning balance$114,455,495 $128,892,192 $102,962,811 $125,552,733 
    Provision for credit losses44,103,495 40,631,994 136,191,023 127,697,072 
    Charge-offs(48,822,970)(54,734,982)(139,390,477)(157,228,614)
    Recoveries16,374,926 6,292,864 16,347,589 25,060,877 
    Net charge-offs(42,448,044)(48,442,118)(123,042,888)(132,167,737)
    Ending Balance$116,110,946 $121,082,068 $116,110,946 $121,082,068 

    The following table is an aging analysis on a recency basis at amortized cost of the Company’s gross loans receivable at December 31, 2024:
    Days Past Due - Recency Basis
    Customer TenureCurrent30 - 6061 - 90Over 90Total Past DueTotal Loans
    0 to 5 months$97,729,708 $8,178,732 $5,850,084 $8,447,701 $22,476,517 $120,206,225 
    6 to 17 months71,894,285 4,123,710 2,957,998 4,816,581 11,898,289 83,792,574 
    18 to 35 months104,818,028 5,232,991 3,486,649 5,481,633 14,201,273 119,019,301 
    36 to 59 months135,845,513 6,391,258 3,906,289 6,147,231 16,444,778 152,290,291 
    60+ months840,799,168 27,617,871 15,401,333 21,055,701 64,074,905 904,874,073 
    TALs191,926 71,880 56,193 959,439 1,087,512 1,279,438 
    Total gross loans1,251,278,628 51,616,442 31,658,546 46,908,286 130,183,274 1,381,461,902 
    Unearned interest, insurance and fees(331,428,164)(9,525,813)(8,350,208)(12,139,963)(30,015,984)(361,444,148)
    Total net loans$919,850,464 $42,090,629 $23,308,338 $34,768,323 $100,167,290 $1,020,017,754 
    Percentage of period-end gross loans receivable3.7%2.3%3.4%9.4%

    The following table is an aging analysis on a recency basis at amortized cost of the Company’s gross loans receivable at March 31, 2024:

    1 Recoveries during the three months ended December 31, 2024 include $2.6 million and $1.5 million in proceeds related to the recurring sales of charge-offs and bulk sale of charge-offs from prior periods, respectively. Recoveries during the nine months ended December 31, 2024 include $7.6 million and $1.5 million in proceeds related to the recurring sales of charge-offs and bulk sale of charge-offs from prior periods, respectively. Recoveries during the three months ended December 31, 2023 include $2.9 million and $0.8 million in proceeds related to the recurring sales of charge-offs and bulk sale of charge-offs from prior periods, respectively. Recoveries during the nine months ended December 31, 2023 include $10.5 million and $5.7 million in proceeds related to the recurring sales of charge-offs and bulk sale of charge-offs from prior periods, respectively. These proceeds are included as a component of Provision for credit losses in the Consolidated Statements of Operations.
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    Days Past Due - Recency Basis
    Customer TenureCurrent30 - 6061 - 90Over 90Total Past DueTotal Loans
    0 to 5 months$56,802,704 $4,720,149 $4,496,518 $7,680,197 $16,896,864 $73,699,568 
    6 to 17 months60,634,735 3,155,423 2,075,608 3,750,973 8,982,004 69,616,739 
    18 to 35 months126,843,010 5,057,256 3,224,662 5,215,800 13,497,718 140,340,728 
    36 to 59 months165,694,013 6,159,335 3,519,743 6,026,202 15,705,280 181,399,293 
    60+ months751,720,050 20,183,999 10,930,545 16,869,326 47,983,870 799,703,920 
    TALs7,442,520 4,943,545 1,650 1,293 4,946,488 12,389,008 
    Total gross loans1,169,137,032 44,219,707 24,248,726 39,543,791 108,012,224 1,277,149,256 
    Unearned interest, insurance and fees(301,616,958)(7,677,494)(6,674,554)(10,777,130)(25,129,178)(326,746,136)
    Total net loans$867,520,074 $36,542,213 $17,574,172 $28,766,661 $82,883,046 $950,403,120 
    Percentage of period-end gross loans receivable3.5 %1.9 %3.1 %8.5 %

    The following table is an aging analysis on a contractual basis at amortized cost of the Company’s gross loans receivable at December 31, 2024:
    Days Past Due - Contractual Basis
    Customer TenureCurrent30 - 6061 - 90Over 90Total Past DueTotal Loans
    0 to 5 months$97,003,231 $8,063,335 $5,874,364 $9,265,295 $23,202,994 $120,206,225 
    6 to 17 months70,860,586 4,036,915 2,987,142 5,907,931 12,931,988 83,792,574 
    18 to 35 months102,558,371 5,188,437 3,806,830 7,465,663 16,460,930 119,019,301 
    36 to 59 months133,059,756 6,150,175 4,191,450 8,888,910 19,230,535 152,290,291 
    60+ months828,217,092 28,151,445 17,669,195 30,836,341 76,656,981 904,874,073 
    TALs158,737 50,553 37,596 1,032,552 1,120,701 1,279,438 
    Total gross loans1,231,857,773 51,640,860 34,566,577 63,396,692 149,604,129 1,381,461,902 
    Unearned interest, insurance and fees(327,330,320)(8,969,250)(9,101,669)(16,042,909)(34,113,828)(361,444,148)
    Total net loans$904,527,453 $42,671,610 $25,464,908 $47,353,783 $115,490,301 $1,020,017,754 
    Percentage of period-end gross loans receivable3.7%2.5%4.6%10.8 %

    The following table is an aging analysis on a contractual basis at amortized cost of the Company’s gross loans receivable at March 31, 2024:
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    Days Past Due - Contractual Basis
    Customer TenureCurrent30 - 6061 - 90Over 90Total Past DueTotal Loans
    0 to 5 months$55,572,691 $4,645,860 $4,784,273 $8,696,744 $18,126,877 $73,699,568 
    6 to 17 months58,920,283 2,990,455 2,364,202 5,341,799 10,696,456 69,616,739 
    18 to 35 months123,878,546 5,246,778 3,813,284 7,402,120 16,462,182 140,340,728 
    36 to 59 months161,614,270 6,388,791 4,435,367 8,960,865 19,785,023 181,399,293 
    60+ months738,238,289 21,881,920 13,909,202 25,674,509 61,465,631 799,703,920 
    TALs7,441,661 4,942,757 — 4,590 4,947,347 12,389,008 
    Total gross loans1,145,665,740 46,096,561 29,306,328 56,080,627 131,483,516 1,277,149,256 
    Unearned interest, insurance and fees(296,584,056)(7,544,366)(7,936,622)(14,681,092)(30,162,080)(326,746,136)
    Total net loans$849,081,684 $38,552,195 $21,369,706 $41,399,535 $101,321,436 $950,403,120 
    Percentage of period-end gross loans receivable3.6 %2.3 %4.4 %10.3 %

    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 income 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.

    The following table presents unpaid accrued interest reversed against interest income by Customer Tenure for the three and nine months ended December 31, 2024 and 2023:

    Three months ended December 31,Nine months ended December 31,
    2024202320242023
    Customer Tenure
    0 to 5 months$(1,513,556)$(1,364,409)$(3,943,143)$(3,910,003)
    6 to 17 months(802,513)(779,642)(2,201,034)(2,653,697)
    18 to 35 months(789,715)(949,250)(2,378,004)(2,612,375)
    36 to 59 months(829,641)(1,068,613)(2,553,282)(3,214,245)
    60+ months(3,227,592)(2,828,677)(8,869,807)(7,977,412)
    Total$(7,163,017)$(6,990,591)$(19,945,270)$(20,367,732)

    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, as well as interest income recognized on nonaccrual loans for the three and nine months ended December 31, 2024 and 2023:
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    Nonaccrual Loans Receivable
    Customer TenureAs of December 31, 2024As of March 31, 2024
    Interest Income
    Recognized for the three months ended December 31, 2024
    Interest Income
    Recognized for the three months ended December 31, 2023
    Interest Income
    Recognized for the nine months ended December 31, 2024
    Interest Income
    Recognized for the nine months ended December 31, 2023
    0 to 5 months$14,404,816 $13,971,062 $152,639 $197,470 $521,894 $769,418 
    6 to 17 months9,047,425 8,507,503 217,517 319,474 661,265 1,168,253 
    18 to 35 months11,964,366 12,569,729 346,761 396,720 1,057,869 1,249,102 
    36 to 59 months13,915,169 15,250,596 402,275 547,608 1,315,569 1,728,965 
    60+ months51,333,978 45,091,589 1,507,229 1,497,757 4,463,586 4,785,842 
    Unearned interest, insurance and fees(26,362,491)(24,643,778)— — — — 
    Total$74,303,263 $70,746,701 $2,626,421 $2,959,029 $8,020,183 $9,701,580 

    As of December 31, 2024 and March 31, 2024, there were no loans receivable 61 days or more past due, not on nonaccrual status, and no loans receivable on nonaccrual status with no related allowance for credit losses.
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    NOTE 5 – LEASES

    Accounting Policies and Matters Requiring Management's Judgment

    The Company uses its senior notes payable's effective annual interest rate to determine the discount rate when evaluating leases under Topic 842. Specifically, Management applies its senior notes payable's effective annual interest rate at the end of the prior fiscal year to leases entered into in the following year. For example, the senior notes payable's annual effective interest rate of 9.9% at March 31, 2024 was used as the discount rate when determining the lease type and the present value of lease payments for leases entered into in fiscal 2025.

    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 operating leases consist of real estate leases for office space as well as office equipment. Both the branch real estate and office equipment lease terms generally range from three years to five years, and generally contain options to extend which mirror the original terms of the lease.

    As of December 31, 2024 and 2023, the Company had no finance leases.

    The following table reports information about the Company's lease cost for the three and nine months ended December 31, 2024 and 2023:
    Three months ended December 31,Nine months ended December 31,
     2024202320242023
    Lease Cost
    Operating lease cost$6,387,738 $6,163,762 $18,846,686 $19,000,163 
    Variable lease cost940,465 888,119 2,949,878 2,808,845 
    Total lease cost$7,328,203 $7,051,881 $21,796,564 $21,809,008 

    The following table reports other information about the Company's leases for the three and nine months ended December 31, 2024 and 2023:
    Three months ended December 31,Nine months ended December 31,
     2024202320242023
    Other Lease Information
    Operating cash flows for amounts included in the measurement of lease liabilities — operating leases$6,301,091 $6,265,527 $18,884,883 $18,965,468 
    Right-of-use assets obtained in exchange for new operating lease liabilities$3,247,250 $4,568,169 $13,812,021 $13,560,648 
    Weighted average remaining lease term — operating leases6.5 years6.9 years6.5 years6.9 years
    Weighted-average discount rate — operating leases6.8 %6.3 %6.8 %6.3 %

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    The aggregate annual lease obligations as of December 31, 2024 are as follows:
    Operating Leases
    Remainder of 2025$6,160,520 
    202622,367,057 
    202717,961,935 
    202814,520,255 
    202910,573,915 
    Thereafter29,343,439 
    Total undiscounted lease liability$100,927,121 
    Imputed interest19,719,824 
    Total discounted lease liability$81,207,297 

    The Company had no leases with related parties as of December 31, 2024 or March 31, 2024.

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    NOTE 6 – AVERAGE SHARE INFORMATION

    The following is a summary of the basic and diluted average common shares outstanding:
    Three months ended December 31,Nine months ended December 31,
    2024202320242023
    Basic:  
    Weighted average common shares outstanding (denominator)5,436,688 5,772,503 5,461,990 5,775,108 
    Diluted:  
    Weighted average common shares outstanding5,436,688 5,772,503 5,461,990 5,775,108 
    Dilutive potential common shares27,529 87,614 64,794 121,608 
    Weighted average diluted shares outstanding (denominator)5,464,217 5,860,117 5,526,784 5,896,716 
     
    Options to purchase 246,111 and 291,826 shares of common stock at various prices were outstanding during the three months ended December 31, 2024 and 2023, respectively, but were not included in diluted shares outstanding because the option exercise price exceeded the market value of the shares.

    Options to purchase 250,034 and 299,904 shares of common stock at various prices were outstanding during the nine months ended December 31, 2024 and 2023, respectively, but were not included in diluted shares outstanding because the option exercise price exceeded the market value of the shares.
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    NOTE 7 – STOCK-BASED COMPENSATION

    Stock Incentive Plans

    The Company maintains the 2008 Plan, the 2011 Plan and the 2017 Plan for the benefit of certain non-employee directors, officers, and key employees. Under these plans, a total of 3,350,000 shares of authorized common stock have been reserved for issuance pursuant to grants approved by the Compensation Committee. Stock options granted under these plans have a maximum term 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 December 31, 2024, there were a total of 187,020 shares of common stock remaining available for grant under the 2017 Plan.

    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. Stock-based compensation 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. Stock-based compensation related to stock option awards is based on the number of shares expected to vest and the estimated fair value of the awards on the grant date using the Black-Scholes valuation model. Under the Black-Scholes valuation method, the assumptions used to determine the fair value are expected volatility, expected life, average risk-free rate, and dividend yield, if any. 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.

    2018 Long-term Incentive Program and Non-Employee Director Awards

    On October 15, 2018, the Compensation Committee and Board of Directors approved and adopted a long-term incentive program that seeks 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, in fiscal 2019, the Compensation Committee approved certain grants of Service Options, Performance Options, Restricted Stock and Performance Shares under the 2011 Plan and the 2017 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 non-employee directors of the Company.

    Under the long-term incentive program, up to 100% of the shares of restricted stock subject to the Performance Shares will vest, if at all, based on the achievement of two trailing EPS performance targets established by the Compensation Committee that are based on EPS (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 2018 Performance Share Measurement Period, subject to each respective employee’s continued employment at the Company through the last day of the 2018 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)
    $16.3540%
    $20.4560%

    During the second quarter of fiscal 2025, it was determined that the $20.45 Performance Share performance target was no longer probable of being achieved and that the $20.45 Performance Shares would likely be forfeited as of the last day of the performance period in accordance with their terms. As a result and in accordance with ASC 718, the Company reversed $18.5 million in previously recognized stock-based compensation related to the $20.45 Performance Shares during the second quarter of fiscal 2025.

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    The Restricted Stock awards typically vest in three to six 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 typically vest in three 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 EPS target over four consecutive calendar quarters occurring between September 30, 2018 and March 31, 2025 as 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 2018 Performance Option Measurement Period, subject to each respective employee’s continued employment at the Company through the last day of the 2018 Performance 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)
    $25.30100%

    During the second quarter of fiscal 2024, it was determined that the Performance Option performance target was no longer probable of being achieved and that the Performance Options would likely be forfeited as of the last day of the performance period in accordance with their terms. As a result and in accordance with ASC 718, the Company reversed $4.9 million in previously recognized stock-based compensation related to these Performance Options during the second quarter of fiscal 2024.

    2024 Long-term Incentive Program and Non-Employee Director Awards

    On December 18, 2024, the Compensation Committee and Board of Directors approved certain grants of Service Options, Performance Options, Restricted Stock and Performance Shares under the 2017 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 Restricted Stock to certain non-employee directors of the Company.

    Up to 100% of the shares of restricted stock subject to the Performance Shares will vest, if at all, based on the achievement of certain performance goals established by the Compensation Committee related to company operational performance metrics during the 2024 Performance Share Measurement Period, for which achievement must be certified by the Compensation Committee. The Performance Shares are eligible to vest over the 2024 Performance Share Measurement Period, subject to each respective employee’s continued employment at the Company through the last day of the 2024 Performance Share Measurement Period or otherwise provided under the terms of the applicable award agreement or applicable employment agreement.

    The Restricted Stock awards fully vest on the first anniversary of the grant date, subject to each respective employee’s continued employment at the Company through the vesting date or otherwise provided under the terms of the applicable award agreement or applicable employment agreement.

    The Service Options vest in three 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.

    Up to 100% of the Performance Options will vest, if at all, based on the achievement of certain performance goals established by the Compensation Committee related to company operational performance metrics during the 2024 Performance Option Measurement Period, for which achievement must be certified by the Compensation Committee. The Performance Options typically vest in three equal annual installments, beginning on January 30, 2026, subject to each respective employee’s continued employment at the Company through each applicable vesting date or otherwise provided under the terms of the
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    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.

    Stock Options

    The weighted-average fair value at the grant date for options issued during the three months ended December 31, 2024 and 2023 was $58.29 and $68.52, respectively. The weighted-average fair value at the grant date for options issued during the nine months ended December 31, 2024 and 2023 was $58.29 and $69.00, respectively.

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

    Three months ended December 31,Nine months ended December 31,
    2024202320242023
    Dividend yield—%—%—%—%
    Expected volatility59.53%62.54%59.53%62.55%
    Average risk-free rate4.39%4.70%4.39%4.69%
    Expected life4.5 years4.6 years4.5 years4.6 years

    Option activity for the nine months ended December 31, 2024 was as follows:
     SharesWeighted Average Exercise
    Price
    Weighted Average
    Remaining
    Contractual Term
    Aggregate Intrinsic Value
    Options outstanding, beginning of period267,947 $105.77   
    Granted during period38,661 111.68   
    Exercised during period(20,310)92.64   
    Forfeited during period(8,212)102.62   
    Expired during period(1,549)206.52   
    Options outstanding, end of period276,537  2$107.09 5.1 years$2,850,363 
    Options exercisable, end of period131,659 $110.58 4.6 years$1,594,728 
     
    The aggregate intrinsic value reflected in the table above represents the total pre-tax intrinsic value (the difference between the closing stock price on December 31, 2024 and the exercise price, multiplied by the number of in-the-money options that are currently exercisable) that would have been received by option holders had all option holders exercised their options as of December 31, 2024. This amount will change as the market price of the common stock changes. The total intrinsic value and tax benefit of options exercised during the three and nine month periods ended December 31, 2024 and 2023 were as follows:

    Three months ended December 31,Nine months ended December 31,
    2024202320242023
    Intrinsic value of options exercised$215,599 $369,543 $732,318 $810,853 
    Tax benefit of options exercised52,822 90,538 179,418 198,659 
     
    The total fair value of stock options vested during the nine months ended December 31, 2024 was $2,120,670. As of December 31, 2024, total unrecognized stock-based compensation expense related to non-vested stock options amounted to approximately $1.9 million, which is expected to be recognized over a weighted-average period of approximately 2.5 years.

    2 Of the 276,537 options outstanding, 16,453 are not yet exercisable based solely on fulfilling a service condition and another 128,425 are not yet exercisable based solely on fulfilling performance conditions.
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    Restricted Stock

    During the first nine months of fiscal 2025, the Company granted 71,186 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 $111.64 per share.

    During fiscal 2024, the Company granted 3,993 shares of restricted stock (which are equity classified) to certain vice presidents and senior vice presidents with a grant date weighted average fair value of $120.12 per share.

    The total fair value of restricted stock vested during the nine months ended December 31, 2024 was $7,293,854. As of December 31, 2024, there was approximately $7.7 million of unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over the next 1.0 year based on current estimates.

    A summary of the status of the Company’s restricted stock as of December 31, 2024, and changes during the nine months ended December 31, 2024, are presented below:
     SharesWeighted Average Fair Value at Grant Date
    Outstanding at March 31, 2024388,577 $101.18 
    Granted during the period71,186 111.64 
    Vested during the period(62,577)104.08 
    Forfeited during the period(44,566)100.37 
    Outstanding at December 31, 2024352,620 $102.88 
     
    Total Stock-Based Compensation

    Total stock-based compensation included as a component of personnel expenses in the Company's Consolidated Statements of Operations during the three and nine month periods ended December 31, 2024 and 2023 was as follows:

    Three months ended December 31,Nine months ended December 31,
    2024202320242023
    Stock-based compensation related to equity classified awards:
    Stock-based compensation (reversal) related to stock options3$85,640 $189,582 $323,140 $(3,871,348)
    Stock-based compensation (reversal) related to restricted stock4363,626 (690,699)(18,886,571)1,475,151 
    Total stock-based compensation (reversal) related to equity classified awards$449,266 $(501,117)$(18,563,431)$(2,396,197)


    NOTE 8 – 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 business combinations while all other acquisitions are accounted for as asset purchases.

    3 The $(3,871,348) for the nine months ended December 31, 2023 represents the reversal of $4.9 million in previously recognized stock-based compensation related to the Performance Options and $0.4 million in forfeiture credit, offset by $1.4 million in current period expense.
    4 The $(18,886,570) for the nine months ended December 31, 2024 represents the reversal of $18.5 million in previously recognized stock-based compensation related to the $20.45 Performance Shares and $1.8 million in forfeiture credit, offset by $1.4 million in current period expense. The $(690,699) for the three months ended December 31, 2023 represents $1.4 million in forfeiture credit, offset by $0.7 million in current period expense.
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    The following table sets forth the Company's acquisition activity for the nine months ended December 31, 2024 and 2023:
     Nine months ended December 31,
    20242023
    Acquisitions:
    Number of loan portfolios acquired through asset purchases6 — 
    Purchase price$18,947,294 $— 
    Tangible assets: 
    Loans receivable, net18,812,693 — 
    Purchase price amount over carrying value of net tangible assets$134,601 $— 
    Customer lists$127,995 $— 
    Non-compete agreements$6,606 $— 

    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 values at the acquisition date. In an asset purchase, no goodwill is recorded. When the cost of an asset acquisition is less than the fair value of the net assets acquired, the benefit is allocated to nonmonetary long-lived assets acquired on a relative fair value basis. However, any assets for which the subsequent application of GAAP would result in an immediate gain (e.g., financial assets, assets held for sale) are not allocated a portion of the cost below fair value. Any remaining benefit is recorded as a discount on purchase, which is a component of Unearned interest, insurance and fees in the Company's Consolidated Balance Sheets, and is amortized over the life of loans receivable acquired. During the nine months ended December 31, 2024, the Company recorded a $1.0 million discount on loans acquired in asset purchases.

    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 less than twelve 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 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 PCDs during the nine months ended December 31, 2024 and 2023.

    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 values.

    Customer lists are valued with a valuation model that utilizes the Company’s historical data to estimate the value of any acquired customer lists.

    The results of all acquisitions are 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 9 – INTANGIBLE ASSETS
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    The following table provides the gross carrying amount and related accumulated amortization of definite-lived intangible assets:
     December 31, 2024March 31, 2024
     Gross Carrying
    Amount
    Accumulated
    Amortization
    Net Intangible Asset Gross Carrying
    Amount
    Accumulated
    Amortization
    Net Intangible Asset
    Customer lists$55,858,615 $(47,593,700)$8,264,915 $55,730,620 $(44,796,996)$10,933,624 
    Non-compete agreements10,534,749 (10,498,178)36,571 10,528,143 (10,392,034)136,109 
    Total$66,393,364 $(58,091,878)$8,301,486 $66,258,763 $(55,189,030)$11,069,733 

    The estimated amortization expense for intangible assets for future fiscal years ended March 31 is as follows: $0.9 million for the remainder of 2025; $3.2 million for 2026; $2.7 million for 2027; $0.9 million for 2028; $0.4 million for 2029; and an aggregate of $0.2 million for the years thereafter.

    NOTE 10 – DEBT

    Senior Notes Payable; Revolving Credit Facility

    At December 31, 2024, the Company's senior notes payable consisted of a $580.0 million senior revolving credit facility, which has an accordion feature permitting the maximum aggregate commitments to increase to $730.0 million provided that certain conditions are met.

    At December 31, 2024, $335.9 million was outstanding under the Company's credit facility, not including $725.8 thousand in outstanding standby letters of credit, which include (i) $300.0 thousand related to worker's compensation expiring on December 31, 2025 and (ii) $425.8 thousand related to the Company's investment in captive insurance expiring on April 12, 2025. Both letters of credit automatically extend for one year on their expiration dates. 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 letters of credit as of December 31, 2024. Subject to a borrowing base formula, the Company may borrow at the rate of one month SOFR plus 0.10% and an applicable margin of 3.5% with a minimum rate of 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 $1.2 million and $1.3 million for the nine months ended December 31, 2024 and 2023, respectively.

    For the nine months ended December 31, 2024 and fiscal year ended March 31, 2024, the Company’s effective interest rate, including the commitment fee and amortization of debt issuance costs, was 9.7% annualized and 9.9%, respectively. At December 31, 2024, the unused amount available under the revolving credit facility was $243.3 million and borrowings under the revolving credit facility mature on June 7, 2026.

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

    Senior Unsecured Notes Payable

    On September 27, 2021, we issued $300 million in aggregate principal amount of 7.0% senior notes due November 2026. The Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the Company’s existing and certain of its future subsidiaries that guarantee the revolving credit facility. Interest on the Notes is payable semi-annually in arrears on May 1 and November 1 of each year, commencing May 1, 2022. At any time prior to November 1, 2023, the Company could have redeemed the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium, as described in the indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. At any time on or after November 1, 2023, the Company may redeem the Notes at redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. In addition, at any time prior to November 1, 2023, the Company could have used the proceeds of certain equity offerings to redeem up to 40.0% of the aggregate principal amount of the Notes issued under the indenture at a redemption price equal to 107.0% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

    We used the net proceeds from this offering to repay a portion of the outstanding indebtedness under our revolving credit facility and for general corporate purposes.

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    During the nine months ended December 31, 2024, the Company repurchased and extinguished $49.3 million of its Notes, net of $0.4 million unamortized debt issuance costs related to the extinguished debt, on the open market for a reacquisition price of $48.1 million.

    During fiscal 2024, the Company repurchased and extinguished $15.7 million of its Notes, net of $0.2 million unamortized debt issuance costs related to the extinguished debt, on the open market for a reacquisition price of $14.1 million.

    For the three months ended December 31, 2024 and 2023, the Company recognized a $50.0 thousand loss and a $0.6 million gain on extinguishment, respectively. For each of the the nine months ended December 31, 2024 and 2023, the Company recognized a $1.2 million gain on extinguishment. In accordance with ASC 470, the Company recognized the gain and loss on extinguishments as a component of interest expense in the Company's Consolidated Statements of Operations.

    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 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 agreement's financial covenants include (i) a minimum consolidated net worth of $325.0 million on and after December 31, 2020; (ii) a maximum ratio of total debt to consolidated adjusted net worth of 2.25 to 1.0 for the fiscal quarter ended December 31, 2023 and each fiscal quarter thereafter; (iii) a maximum collateral performance indicator of 26.0% as of the end of each calendar month; and (iv) a minimum fixed charges coverage ratio of 2.0 to 1.0 for the fiscal quarters ending December 31, 2023 through December 31, 2024, and 2.25 to 1.0 for each fiscal quarter thereafter, where the ratio for the most recent four consecutive fiscal quarters (other than for the fiscal quarter ended September 30, 2023) must be at least 2.0 to 1.0 in order for the Company to declare dividends or purchase any class or series of its capital stock or other equity.

    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 Company was in compliance with these covenants at December 31, 2024 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, holding, pledging, collecting or enforcing its eligible loans receivable 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.

    The indenture governing the Notes contains certain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to (i) incur additional indebtedness or issue certain disqualified stock and preferred stock; (ii) pay dividends or distributions or redeem or purchase capital stock; (iii) prepay subordinated debt or make certain investments; (iv) transfer and sell assets; (v) create or permit to exist liens; (vi) enter into agreements that restrict dividends, loans and other distributions from their subsidiaries; (vii) engage in a merger, consolidation or sell, transfer or otherwise dispose of all or substantially all of their assets; and (viii) engage in transactions with affiliates. However, these covenants are subject to a number of important detailed qualifications and exceptions.

    Debt Maturities

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    The aggregate annual maturities of the Company's debt arrangements for future fiscal years ended March 31 are as follows:

    Amount
    Remainder of 2025$— 
    2026— 
    2027561,249,020 
    2028— 
    2029— 
    Thereafter— 
    Total future debt payments$561,249,020 

    NOTE 11 – INCOME TAXES

    As of December 31, 2024 and March 31, 2024, the Company had $1.1 million of total gross unrecognized tax benefits including interest. Approximately $0.8 million represents the amount of net unrecognized tax benefits that are permanent in nature and, if recognized, would affect the annual effective tax rate. At December 31, 2024, approximately $0.4 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. The Company had approximately $327.9 thousand accrued for gross interest as of December 31, 2024, and accrued $10.9 thousand during the nine months ended December 31, 2024.

    Investment in HTC was $18.7 million and $24.8 million as of December 31, 2024 and March 31, 2024, respectively, which is included as a component of Other assets, net in the Consolidated Balance Sheets. The Company recognized net amortization from these investments of $4.2 million and $1.2 million during the three months ended December 31, 2024 and 2023, respectively, and $12.4 million and $3.2 million during the nine months ended December 31, 2024 and 2023, respectively, in income tax expense. The Company recognized tax benefits from these investments of $4.3 million and $1.2 million for the three months ended December 31, 2024 and 2023, respectively, and $13.6 million and $3.6 million for the nine months ended December 31, 2024 and 2023, respectively, in income tax expense and in Income taxes payable in the Consolidated Statements of Cash Flows. The Company did not recognize any non-tax related activity or have any significant modifications in the investments during the current period.
     
    The Company is subject to U.S. income taxes, as well as taxes in 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 2021, although carryforward attributes that were generated prior to 2021 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 increased to 16.4% for the three months ended December 31, 2024 compared to 14.6% for the prior year quarter. The increase is primarily due to the effects of provision to return adjustments treated as discrete items in the prior year quarter, which were partially offset by pretax book earnings relative to the effects of various permanent items including a decrease in the disallowed executive compensation under Section 162(m) and the recognition of additional HTCs when compared to the prior year.

    NOTE 12 – COMMITMENTS AND CONTINGENCIES

    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. For these reasons, we are currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible
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    losses or a range of possible losses resulting from, any currently pending claims. Based on information currently available, the
    Company does not believe that any reasonably possible losses arising from currently pending legal matters will be material to
    the Company’s results of operations or financial conditions. However, in light of the inherent uncertainties involved in such matters, 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

    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, including those identified by words such as “anticipate,” “estimate,” “intend,” “plan,” “expect,” "project," “believe,” “may,” “will,” “should,” "would," "could," "continue," "probable," "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 pursuant to policies of the new U.S. administration; changes in the U.S. tax code; the nature and scope of regulatory authority, particularly discretionary authority, that is or may be exercised by regulators, including, but not limited to, the U.S. Consumer Financial Protection Bureau, and individual state regulators having jurisdiction over the Company; the unpredictable nature of regulatory examinations, proceedings and litigation; employee misconduct or misconduct by third parties; uncertainties associated with management turnover and the effective succession of senior management; media and public characterization of consumer installment loans; labor unrest; 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; the impact of inflation; 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 or incidents, including the potential or actual misappropriation of assets or sensitive information, corruption of data or operational disruption and the costs of the associated response thereto; our dependence on debt and the potential impact of limitations in the Company’s amended revolving credit 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); the impact of extreme weather events and natural disasters; 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 fiscal 2024 Annual Report, 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, except to the extent required by law.

    Results of Operations

    The following table sets forth certain information derived from the Company's Consolidated Statements of Operations and Consolidated Balance Sheets (unaudited), as well as operating data and ratios, for the periods indicated:
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    Three months ended December 31,Nine months ended December 31,
     2024202320242023
     (Dollars in thousands)
    Gross loans receivable$1,381,462 $1,400,622 $1,381,462 $1,400,622 
    Average gross loans receivable (1)
    1,336,375 1,383,194 1,299,519 1,388,752 
    Net loans receivable (2)
    1,020,018 1,028,311 1,020,018 1,028,311 
    Average net loans receivable (3)
    987,833 1,014,113 961,767 1,015,237 
    Expenses as a percentage of total revenue:
    Provision for credit losses31.8 %29.5 %34.1 %30.8 %
    General and administrative48.5 %47.8 %43.8 %47.6 %
    Interest expense8.1 %8.5 %7.9 %8.8 %
    Operating income as a % of total revenue (4)
    19.7 %22.7 %22.1 %21.6 %
    Loan volume (5)
    $777,197 $744,193 $2,161,632 $2,133,642 
    Net charge-offs as percent of average net loans receivable on an annualized basis17.2 %19.1 %17.1 %17.4 %
    Return on average assets (trailing 12 months)7.5 %6.0 %7.5 %6.0 %
    Return on average equity (trailing 12 months)19.2 %17.3 %19.2 %17.3 %
    Branches opened or acquired (merged or closed), net(10)(1)(13)(21)
    Branches open (at period end)1,035 1,052 1,035 1,052 
    _______________________________________________________
    (1) Average gross loans receivable has been determined by averaging month-end gross loans receivable over the indicated period, excluding TALs.
    (2) Net loans receivable is defined as gross loans receivable less unearned interest and deferred fees.
    (3) Average net loans receivable has been determined by averaging month-end gross loans receivable less unearned interest and deferred fees over the indicated period, excluding TALs.
    (4) Operating income is computed as total revenue less provision for credit losses and general and administrative expenses.
    (5) Loan volume includes all loan balances originated by the Company. It does not include loans purchased through acquisitions.

    Comparison of three months ended December 31, 2024 versus three months ended December 31, 2023

    Gross loans outstanding decreased to $1.38 billion as of December 31, 2024, a 1.4% decrease from the $1.40 billion of gross loans outstanding as of December 31, 2023. During the most recent quarter, gross loans outstanding increased sequentially 6.6%, or $85.6 million, from $1.30 billion as of September 30, 2024, compared to an increase of 1.5%, or $21.1 million, in the comparable quarter of the prior year. During the most recent quarter, we saw improvement in borrowing from new, former and existing customers compared to the same quarter of fiscal year 2024. Specifically, new, former and refinance loan customer volume during the quarter increased 22.6%, 13.9% and 1.5%, respectively, compared to the same quarter of fiscal year 2024. Our customer base increased by 3.7% during the twelve-month period ended December 31, 2024, compared to a decrease of 2.4% for the comparable period ended December 31, 2023. During the three months ended December 31, 2024 our unique borrowers increased by 6.2% compared to an increase of 2.4% during the three months ended December 31, 2023. We continued to improve the gross yield to expected loss ratio for all new, former and refinance customer originations and will continue to monitor performance indicators and intend to adjust underwriting accordingly.

    Net income for the three months ended December 31, 2024 decreased to $13.4 million, a 19.7% decrease from net income of $16.7 million for the same period of the prior year. Operating income, which is revenue less provision for credit losses and general and administrative expenses, decreased by $3.9 million, or 12.5%, compared to the same period of the prior year.
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    Revenues for the three months ended December 31, 2024 increased by $0.9 million, or 0.6%, to $138.6 million from $137.7 million for the same period of the prior year. Interest and fee income for the three months ended December 31, 2024 increased by $3.7 million, or 3.1%, from the same period of the prior year mostly due to an increase in interest yields.

    Insurance and other income for the three months ended December 31, 2024 decreased by $2.8 million, or 14.9%, from the same period of the prior year. Insurance income decreased by approximately $2.0 million, or 14.1%, during the three months ended December 31, 2024 when compared to the three months ended December 31, 2023. Insurance commissions decreased primarily due to a decrease in loans where our insurance products are available to our customer. The large loan portfolio decreased from 55.2% of the overall portfolio as of December 31, 2023, to 48.2% as of December 31, 2024. Other income decreased by $0.8 million primarily due to lower motor club sales driven by fewer large loan customers.

    The provision for credit losses increased $3.5 million, or 8.5%, to $44.1 million from $40.6 million when comparing the third quarter of fiscal 2025 to the third quarter of fiscal 2024. The table below itemizes the key components of the CECL allowance and provision impact during the quarter.

    CECL Allowance and Provision (Dollars in millions)Q3 FY 2025Q3 FY 2024DifferenceReconciliation
    Beginning Allowance - September 30$114.4$128.9$(14.5)
    Change due to Growth$7.6$2.0$5.6$5.6
    Change due to Expected Loss Rate on Performing Loans$(5.6)$(10.0)$4.4$4.4
    Change due to 90 day past due$(0.3)$0.2$(0.5)$(0.5)
    Ending Allowance - December 31$116.1$121.1$(5.0)$9.5
    Net Charge-offs$42.4$48.4$(6.0)$(6.0)
    Provision$44.1$40.6$3.5$3.5
    Note: The change in allowance for the quarter plus net charge-offs for the quarter equals the provision for the quarter (see above reconciliation).

    The provision was negatively impacted by loan growth and a smaller decrease in expected loss rates during the quarter. Specifically, expected loss rates were negatively impacted by an increase in our 0-5 month customers, our riskiest customers, as a percentage of the portfolio during the current quarter.

    Net charge-offs for the quarter decreased $6.0 million, from $48.4 million in the third quarter of fiscal 2024 to $42.4 million in the third quarter of fiscal 2025. Net charge-offs as a percentage of average net loan receivables on an annualized basis decreased from 19.1% in the third quarter of fiscal 2024 to 17.2% in the third quarter of fiscal 2025.

    The Company's allowance for credit losses as a percentage of net loans was 11.4% at December 31, 2024 compared to 11.8% at December 31, 2023. Accounts that were 61 days or more past due on a recency basis decreased to 5.7% at December 31, 2024 compared to 5.8% at December 31, 2023.

    We experienced an improvement in recency delinquency on accounts at least 90 days past due, improving from 3.7% at December 31, 2023, to 3.4% at December 31, 2024.

    G&A expenses for the three months ended December 31, 2024 increased by $1.3 million, or 2.0%, from the corresponding period of the previous year. As a percentage of revenues, G&A expenses increased from 47.8% during the three months ended December 31, 2023 to 48.5% during the three months ended December 31, 2024. G&A expenses per average open branch increased by 3.3% when comparing the two three-month periods. The change in G&A expense is explained in greater detail below.

    Personnel expense totaled $41.1 million for the three months ended December 31, 2024, a $1.2 million, or 3.0%, increase over the three months ended December 31, 2023. Salary expense increased approximately $0.4 million, or 1.1%, during the quarter ended December 31, 2024, compared to the quarter ended December 31, 2023. Our headcount as of December 31, 2024, decreased 3.1% compared to December 31, 2023. Benefit expense decreased approximately $0.7 million, or 8.8%, when comparing the quarterly periods ended December 31, 2024 and 2023. Incentive expense increased $1.9 million in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024. The increase in incentive expense is mostly due to an increase in bonuses paid.

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    Occupancy and equipment expense totaled $12.3 million for the three months ended December 31, 2024, a $0.2 million, or 1.7%, increase over the three months ended December 31, 2023. Occupancy and equipment expense is generally a function of the number of branches the Company has open throughout the period.

    Advertising expense increased $0.7 million, or 19.5%, in the third quarter of fiscal 2025 compared to the third quarter of fiscal 2024 due to increased spending on customer acquisition programs.

    Amortization of intangible assets totaled $0.9 million for the three months ended December 31, 2024, a $0.1 million, or 10.7%, decrease over the three months ended December 31, 2023.

    Other expense totaled $8.5 million for the three months ended December 31, 2024, a $0.7 million, or 7.5%, decrease over the three months ended December 31, 2023.
    Interest expense for the three months ended December 31, 2024 decreased by $0.4 million, or 3.4%, from the corresponding three months of the previous year. The decrease in interest expense was due to a 5.8% decrease in the average debt outstanding from $567.1 million to $534.0 million and a 2.4% decrease in the effective interest rate from 8.6% to 8.4%. The Company’s debt-to-equity ratio decreased from 1.4:1 at December 31, 2023 to 1.3:1 at December 31, 2024. The Company repurchased and extinguished $15.6 million of its Notes, net of $0.1 million unamortized debt issuance costs related to the extinguished debt, on the open market for a reacquisition price of $15.6 million during the third quarter of fiscal 2025.

    Other key return ratios for the three months ended December 31, 2024 included a 7.5% return on average assets and a return on average equity of 19.2% (both on a trailing 12-month basis), as compared to a 6.0% return on average assets and a return on average equity of 17.3% (both on a trailing 12-month basis) for the three months ended December 31, 2023.

    The Company’s effective income tax rate increased to 16.4% for the three months ended December 31, 2024 compared to 14.6% for the corresponding period of the previous year. The increase is primarily due to the effects of provision to return adjustments treated as discrete items in the prior year quarter, which were partially offset by pretax book earnings relative to the effects of various permanent items including a decrease in the disallowed executive compensation under Section 162(m) and the recognition of additional HTCs when compared to the prior year.

    Comparison of nine months ended December 31, 2024 versus nine months ended December 31, 2023

    Gross loans outstanding decreased to $1.38 billion as of December 31, 2024, a 1.4% decrease from the $1.40 billion of gross loans outstanding as of December 31, 2023.

    Net income for the nine months ended December 31, 2024 increased to $45.5 million from the $42.3 million net income reported for the same period of the prior year. Operating income, which is revenue less provision for credit losses and general and administrative expenses, decreased by $0.9 million, or 1.0%.

    Revenues decreased by $14.4 million, or 3.5%, to $399.6 million during the nine months ended December 31, 2024 from $413.9 million for the same period of the prior year. The decrease was primarily due to a decrease in average net loans outstanding.

    Interest and fee income for the nine months ended December 31, 2024 decreased by $4.8 million, or 1.4%, from the same period of the prior year. Net loans outstanding at December 31, 2024 decreased by 0.8% over the balance at December 31, 2023. Average net loans outstanding decreased by 5.3% for the nine months ended December 31, 2024 compared to the nine-month period ended December 31, 2023.

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    Insurance commissions and other income for the nine months ended December 31, 2024 decreased by $9.6 million, or 15.6%, from the same period of the prior year. Insurance commissions decreased by approximately $8.3 million, or 18.1%, during the nine months ended December 31, 2024 when compared to the nine months ended December 31, 2023. Insurance commissions decreased primarily due to a decrease in loans where our insurance products are available to our customer. Other income decreased by $1.3 million. Sales of our motor club product decreased by $2.0 million as sales opportunities decreased with lower originations. This decrease was offset by a $0.8 million increase in revenue from the Company's tax preparation.

    The provision for credit losses increased $8.5 million, or 6.7%, to $136.2 million from $127.7 million when comparing the first three quarters of fiscal 2025 to the first three quarters of fiscal 2024. Net charge-offs as a percentage of average net loans receivable on an annualized basis decreased from 17.4% in the first three quarters of fiscal 2024 to 17.1% in the first three quarters of fiscal 2025.

    G&A expenses for the nine months ended December 31, 2024 decreased by $22.0 million, or 11.2%, from the corresponding period of the previous year. As a percentage of revenues, G&A expenses decreased from 47.6% during the first nine months of fiscal 2024 to 43.8% during the first nine months of fiscal 2025. G&A expenses per average open branch decreased by 10.1% when comparing the two nine-month periods. The change in G&A expense is explained in greater detail below.

    Personnel expense totaled $99.8 million for the nine months ended December 31, 2024, a $20.3 million, or 16.9%, decrease over the nine months ended December 31, 2023. Salary expense decreased approximately $0.4 million, or 0.5%, when comparing the nine month periods ended December 31, 2024 and 2023. Our headcount as of December 31, 2024, decreased 3.1% compared to December 31, 2023. Benefit expense decreased approximately $2.7 million, or 10.7%, when comparing the nine month periods ended December 31, 2024 and 2023. Incentive expense decreased $16.2 million, mostly due to the $18.5 million reversal of the expense associated with the $20.45 Performance Shares during the second quarter of fiscal 2025.

    Occupancy and equipment expense totaled $36.8 million for the nine months ended December 31, 2024, a $0.3 million, or 0.9%, decrease over the nine months ended December 31, 2023. Occupancy and equipment expense is generally a function of the number of branches the Company has open throughout the period.

    Advertising expense totaled $8.9 million for the nine months ended December 31, 2024, a $0.2 million, or 2.4%, increase over the nine months ended December 31, 2023 due to increased spending on customer acquisition programs.

    Amortization of intangible assets totaled $2.9 million for the nine months ended December 31, 2024, a $0.3 million, or 8.8%, decrease over the nine months ended December 31, 2023.

    Other expense totaled $26.6 million for the nine months ended December 31, 2024, a $1.3 million, or 4.5% decrease over the nine months ended December 31, 2023.

    Interest expense for the nine months ended December 31, 2024 decreased by $5.0 million, or 13.6%, from the corresponding nine months of the previous year. The decrease in interest expense was due to a 12.6% decrease in the average debt outstanding, from $581.0 million to $507.5 million. The Company repurchased and extinguished $49.3 million of its Notes, net of $0.4 million unamortized debt issuance costs related to the extinguished debt, on the open market for a reacquisition price of $48.1 million, during the nine months ended December 31, 2024.

    Other key return ratios for the first nine months of fiscal 2025 included a 7.5% return on average assets and a return on average equity of 19.2% (both on a trailing 12-month basis), as compared to a 6.0% return on average assets and a return on average equity of 17.3% (both on a trailing 12-month basis) for the first nine months of fiscal 2024.

    The Company’s effective income tax rate increased to 20.1% for the nine months ended December 31, 2024 compared to 19.9% for the corresponding period of the previous year. The effective tax rate remained substantially unchanged from the prior year with the slight increase related to provision adjustments recorded as discrete items in the prior year.

    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 originally required lenders originating short-term loans and longer-term balloon payment
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    loans to evaluate whether each consumer has the ability to repay the loan along with current obligations and expenses (“ability to repay requirements”); however, the ability to repay requirements was rescinded in July 2020. 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”). 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.

    In July 2020, the CFPB rescinded provisions of the Rule governing the ability to repay requirements. The payment requirements were scheduled to take effect in June 2022. However, on October 19, 2022, a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit ruled, in Community Financial Services Association of America v. Consumer Financial Protection Bureau, that the funding mechanism for the CFPB violates the appropriations clause of the U.S. Constitution, and as a result, vacated the Rule. On October 3, 2023, the U.S. Supreme Court held oral argument to decide the constitutionality of the CFPB's funding mechanism. On May 16, 2024, the Supreme Court held that the funding mechanism for the CFPB complies with the appropriations clause of the U.S. Constitution, reversing the judgment of the Court of Appeals, and remanding the cause for further proceedings. In June 2024, the CFPB announced that the Rule would go into effect on March 30, 2025. Such regulatory changes could have effects beyond those currently contemplated that could further materially and adversely impact our business and operations. 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.

    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 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. In addition, even in the absence of a “larger participant” rule, the CFPB has the power to order individual nonbank financial institutions to submit to supervision where the CFPB has reasonable cause to determine that the institution is engaged in “conduct that poses risks to consumers” under 12 USC 5514(a)(1)(C). In 2022, the CFPB announced that it had begun using this “dormant authority” to examine nonbank entities and the CFPB is attempting to expand the number of nonbank entities it currently supervises. Specifically, the CFPB previously notified the Company that it was seeking to establish such supervisory authority over the Company. Since then, the CFPB issued a public designation order setting forth its determination that the Company has met the legal requirements for supervision (the "Order"). Pursuant to the terms of the Order, the CFPB has supervisory authority over the Company pursuant to section 1024(a)(1)(C) of the Consumer Financial Protection Act of 2010 until such time as the Order is terminated consistent with 12 C.F.R. 1091.113. Importantly, while the Order establishes that the CFPB has supervisory authority over the Company, it does not constitute a finding that the Company has engaged in wrongdoing, nor does it require any immediate action on the part of the Company. However, the outcome of such supervision could result in operational changes which could reduce our ability to operate profitably or increase compliance costs. The supervision could also result in additional examinations, investigations, litigation, consent orders or administrative proceedings, which could require considerable resources, time, effort and attention from our management, and may result in operational changes, monetary penalties or declines in our stock price.

    See Part I, Item 1, “Business Government Regulation Federal legislation,” for a further discussion of these matters and the federal regulations to which the Company’s operations are subject and Part I, Item 1A, “Risk Factors,” in each case, in the Company’s fiscal 2024 Annual Report for more information regarding these regulatory and related risks.

    Liquidity and Capital Resources

    The Company has historically financed and continues to finance its operations, acquisitions and branch expansion primarily through a combination of cash flows from operations and borrowings from its institutional lenders. As discussed below, the Company has also issued debt securities to finance its operations and repay a portion of its outstanding indebtedness. 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 nine months ended December 31, 2024 was $163.2 million.

    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.
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    On September 27, 2021, we issued $300 million in aggregate principal amount of 7.0% senior notes due November 2026. The Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act. The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the Company’s existing and certain of its future subsidiaries that guarantee the revolving credit facility. Interest on the Notes is payable semi-annually in arrears on May 1 and November 1 of each year, commencing May 1, 2022. At any time prior to November 1, 2023, the Company could have redeemed the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a make-whole premium, as described in the indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. At any time on or after November 1, 2023, the Company may redeem the Notes at redemption prices set forth in the indenture, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. In addition, at any time prior to November 1, 2023, the Company could have used the proceeds of certain equity offerings to redeem up to 40% of the aggregate principal amount of the Notes issued under the indenture at a redemption price equal to 107.0% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

    We used the net proceeds from this offering to repay a portion of the outstanding indebtedness under our revolving credit facility and for general corporate purposes.

    During the nine months ended December 31, 2024, the Company repurchased and extinguished $49.3 million of its Notes, net of $0.4 million unamortized debt issuance costs related to the extinguished debt, on the open market for a reacquisition price of $48.1 million.

    During fiscal 2024, the Company repurchased and extinguished $15.7 million of its Notes, net of $0.2 million unamortized debt issuance costs related to the extinguished debt, on the open market for a reacquisition price of $14.1 million.

    The Company recognized a $50.0 thousand loss and a $0.5 million gain on extinguishment during the three months ended December 31, 2024 and 2023, respectively. For each of the nine months ended December 31, 2024 and 2023, the Company recognized a $1.2 million gain on extinguishment. In accordance with ASC 470, the Company recognized the gain and loss on extinguishments as a component of interest expense in the Company's Consolidated Statements of Operations.

    The indenture governing the Notes contains certain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to (i) incur additional indebtedness or issue certain disqualified stock and preferred stock; (ii) pay dividends or distributions or redeem or purchase capital stock; (iii) prepay subordinated debt or make certain investments; (iv) transfer and sell assets; (v) create or permit to exist liens; (vi) enter into agreements that restrict dividends, loans and other distributions from their subsidiaries; (vii) engage in a merger, consolidation or sell, transfer or otherwise dispose of all or substantially all of their assets; and (viii) engage in transactions with affiliates. However, these covenants are subject to a number of important detailed qualifications and exceptions.

    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 and the Notes limit share repurchases to up to 50% of consolidated adjusted net income for the period commencing January 1, 2019. As of December 31, 2024, subject to further approval from our Board of Directors, we could repurchase approximately $32.2 million of shares under the terms of our debt facilities (subject to further board approval). Additional share repurchases can be made subject to compliance with, among other things, applicable restricted payment covenants under the revolving credit facility and the Notes.

    The Company has a revolving credit facility with a syndicate of banks. The revolving credit facility provides for revolving borrowings of up to the lesser of (a) the aggregate commitments under the facility and (b) a borrowing base, and it includes $725.8 thousand in outstanding standby letters of credit.

    Subject to a borrowing base formula, the Company may borrow at the rate of one month SOFR plus 0.10% and an applicable margin of 3.5% with a minimum rate of 4.5%. At December 31, 2024, the aggregate commitments under the revolving credit facility were $580.0 million. The Company had $725.8 thousand in outstanding standby letters of credit which include (i) $300.0 thousand related to worker's compensation expiring on December 31, 2025 and (ii) $425.8 thousand related to the Company's investment in captive insurance expiring on April 12, 2025. Both letters of credit automatically extend for one year on their expiration dates. 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 applicable to such eligible finance receivables, and (b) an advance rate percentage that ranges from 70% to 80% based on a collateral performance indicator, as more completely described below. Further, under the amended and restated revolving credit agreement, the administrative agent has the right to set aside reasonable reserves against the available 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.

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    For the nine months ended December 31, 2024 and fiscal year ended March 31, 2024, the Company’s effective interest rate, including the commitment fee and amortization of debt issuance costs, as it relates to the revolving credit facility was 9.7% annualized and 9.9%, respectively. At December 31, 2024, the unused amount available under the revolving credit facility was $243.3 million. Borrowings under the revolving credit facility mature on June 7, 2026.

    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 agreement governing the Company’s revolving credit facility contains affirmative and negative covenants, including covenants that 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 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 agreement's financial covenants include (i) a minimum consolidated net worth of $325 million on and after December 31, 2020; (ii) a maximum ratio of total debt to consolidated adjusted net worth of 2.25 to 1.0 for the fiscal quarter ended December 31, 2023 and each fiscal quarter thereafter; (iii) a maximum collateral performance indicator of 26.0% as of the end of each calendar month; and (iv) a minimum fixed charges coverage ratio of 2.0 to 1.0 for the fiscal quarters ending December 31, 2023 through December 31, 2024, and 2.25 to 1.0 for each fiscal quarter thereafter, where the ratio for the most recent four consecutive fiscal quarters (other than for the fiscal quarter ended September 30, 2023) must be at least 2.0 to 1.0, in order for the Company to declare dividends or purchase any class or series of its capital stock or other equity.

    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 Company was in compliance with these covenants at December 31, 2024 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, holding, pledging, collecting or enforcing its eligible loans receivable 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.

    As of December 31, 2024, the Company's debt outstanding was $559.9 million, net of $1.4 million unamortized debt issuance costs related to the unsecured senior notes payable, and its shareholders' equity was $428.2 million resulting in a debt-to-equity ratio of 1.3:1.0. Management will continue to monitor the Company's debt-to-equity ratio and is committed to maintaining a debt level that will allow the Company to continue to execute its business objectives, while not putting undue stress on its consolidated balance sheet.

    The Company believes that cash flow from operations and borrowings under its revolving credit facility or other sources will be adequate to fund the expected cost of opening or acquiring new branches, 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 and for the foreseeable future beyond that). Except as otherwise discussed in (i) this report including, but not limited to, any discussions in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q and (ii) Part I, Item 1A, "Risk Factors" in the Company's fiscal 2024 Annual Report (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.

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    Share Repurchase Program

    On May 15, 2024, the Board of Directors authorized the Company to repurchase up to $20.0 million of the Company’s outstanding common stock, inclusive of the amount that remained available for repurchase under prior repurchase authorizations. As of December 31, 2024, the Company had $9.0 million in aggregate remaining repurchase capacity under its current share repurchase program. The timing and actual number of shares 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. Additional share repurchases can be made subject to compliance with, among other things, applicable restricted payment covenants under the revolving credit facility and the Notes. Our first priority is to ensure we have enough capital to fund loan growth. As of December 31, 2024, subject to further approval from our Board of Directors, we could repurchase approximately $32.2 million of shares under the terms of our debt facilities (subject to further board approval). To the extent we have excess capital, we may repurchase stock, if appropriate and as authorized by our Board of Directors.

    Inflation

    The Company does not believe that inflation will have a materially adverse effect on its financial condition, unless changes in inflation are particularly severe and sudden in nature. 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. It is reasonable to 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. The Company believes that this increase in absolute revenue should offset any increase in operating costs. In addition, because the Company’s loans have a relatively short contractual term and average life, it is unlikely that loans made at any given point in time will be repaid with significantly inflated dollars.

    Quarterly Information and Seasonality

    See Note 2 to the Consolidated Financial Statements.

    Recently Adopted Accounting Pronouncements
     
    There were no new accounting pronouncements recently adopted. See Note 2 to the Consolidated Financial Statements for information regarding recently issued accounting standards not yet adopted.

    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.

    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. 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, qualitative factors, and reasonable and supportable forecasts.
     
    Share-Based Compensation

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    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 assumptions, including expected volatility, risk-free interest rate and expected life.

    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 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

    The Company’s outstanding debt under its revolving credit facility was $335.9 million at December 31, 2024. Interest on borrowings under this facility is based on the greater of 4.5% or one month SOFR plus 0.10% and an applicable margin of 3.5%. Based on the outstanding balance under the Company's revolving credit facility at December 31, 2024, a change of 1.0% in the interest rate would cause a change in interest expense of approximately $3.4 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.

    Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management, including the CEO and CFO do not expect that our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

    45

    Table of Contents
    PART II.  OTHER INFORMATION

    Item 1. Legal Proceedings

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

    Item 1A. Risk Factors

    There have been no material changes to the risk factors disclosed in Part I, Item 1A of the Company's fiscal 2024 Annual Report.

    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."

    On May 15, 2024, the Board of Directors of the Company approved a share repurchase program authorizing the Company to repurchase up to $20.0 million of its outstanding common stock, inclusive of any amount that remains available for repurchase under prior repurchase authorizations. As of December 31, 2024 the Company had $9.0 million in aggregate remaining repurchase capacity under its current share repurchase program. The timing and actual number of shares 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 repurchase authorization does not have a stated expiration date. The following table details purchases of the Company's common stock, if any, made by the Company during the three months ended December 31, 2024:
    (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
    October 1 through October 31, 2024— $— — $10,001,742 
    November 1 through November 30, 2024— — — 10,001,742 
    December 1 through December 31, 20249,465 110.5 9,465 8,955,896 
    Total for the quarter9,465 $110.50 9,465 

    Item 3. Defaults Upon Senior Securities

    None.

    Item 4. Mine Safety Disclosures

    Not applicable.

    Item 5. Other Information

    None of our officers or directors entered into, modified or terminated any “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements” (each as defined in in Item 408(c) of Regulation S-K) during the quarter ended December 31, 2024.

    Item 6. Exhibits

    46

    Table of Contents

    Exhibit
    Number
    Exhibit DescriptionFiled
    Herewith
    Incorporated by Reference
    Form or
    Registration
    Number
    ExhibitFiling
    Date
    3.01
    Second Amended and Restated Articles of Incorporation of World Acceptance Corporation, as amended
    S-83.107-29-03
    3.02
    Eighth Amended and Restated Bylaws of World Acceptance Corporation
    10-Q3.0111-08-18
    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
    *
    101.01The following materials from the Company's Quarterly Report for the fiscal quarter ended December 31, 2024, formatted in Inline XBRL:*
     (i)Consolidated Balance Sheets as of December 31, 2024 and March 31, 2024;  
     (ii)Consolidated Statements of Operations for the three and nine months ended December 31, 2024 and December 31, 2023;  
     (iii)Consolidated Statements of Shareholders' Equity for the three and nine months ended December 31, 2024 and December 31, 2023;  
     (iv)Consolidated Statements of Cash Flows for the nine months ended December 31, 2024 and December 31, 2023; and  
     (v)Notes to the Consolidated Financial Statements.  
    104.01Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*
    *Filed herewith.

    47

    Table of Contents
    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/ Scott McIntyre
    Scott McIntyre
    Senior Vice President of Accounting
    Signing on behalf of the registrant and as principal accounting officer
    Date:February 6, 2025

    48
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