World Acceptance (WRLD) - 2021 Q2 - Quarterly Report

Glossary of Defined Terms This section defines key financial and regulatory terms such as ACL, CECL, CFPB, DOJ, and SEC for clarity - The report defines key financial and regulatory terms to ensure clarity, including ACL (Allowance for Credit Losses), CECL (Current Expected Credit Loss), CFPB (U.S. Consumer Financial Protection Bureau), DOJ (U.S. Department of Justice), and SEC (U.S. Securities and Exchange Commission)[12][13] Part I - Financial Information Consolidated Financial Statements (Unaudited) This section presents World Acceptance Corporation's unaudited consolidated financial statements, including balance sheets, statements of operations, shareholders' equity, and cash flows, prepared under GAAP Consolidated Balance Sheets This section provides a snapshot of the company's financial position at specific dates, detailing assets, liabilities, and equity Consolidated Balance Sheet Highlights | Metric | September 30, 2020 | March 31, 2020 | Change (Absolute) | Change (%) | | :-------------------------- | :------------------- | :------------------- | :---------------- | :--------- | | Total assets | $932,290,939 | $1,030,086,435 | $(97,795,496) | -9.49% | | Loans receivable, net | $710,064,903 | $804,402,786 | $(94,337,883) | -11.73% | | Allowance for credit losses | $109,601,359 | $96,487,856 | $13,113,503 | 13.59% | | Total liabilities | $565,015,788 | $618,123,368 | $(53,107,580) | -8.59% | | Total shareholders' equity | $367,275,151 | $411,963,067 | $(44,687,916) | -10.85% | Consolidated Statements of Operations This section details the company's financial performance over specific periods, highlighting revenues, expenses, and net income Consolidated Statements of Operations Highlights | Metric | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | Change (Absolute) | Change (%) | | :-------------------------- | :-------------------------- | :-------------------------- | :---------------- | :--------- | | Total revenues | $124,441,052 | $141,573,116 | $(17,132,064) | -12.10% | | Provision for credit losses | $26,090,367 | $52,968,036 | $(26,877,669) | -50.74% | | Net income | $13,398,620 | $2,513,174 | $10,885,446 | 433.13% | | Basic EPS | $2.01 | $0.32 | $1.69 | 528.13% | | Metric | 6 Months Ended Sep 30, 2020 | 6 Months Ended Sep 30, 2019 | Change (Absolute) | Change (%) | | :-------------------------- | :-------------------------- | :-------------------------- | :---------------- | :--------- | | Total revenues | $248,307,854 | $280,015,099 | $(31,707,245) | -11.32% | | Provision for credit losses | $51,751,027 | $94,259,107 | $(42,508,080) | -45.10% | | Net income | $28,908,269 | $11,121,573 | $17,786,696 | 159.93% | | Basic EPS | $4.27 | $1.36 | $2.91 | 213.97% | Consolidated Statements of Shareholders' Equity This section outlines changes in the company's equity accounts, including net income, share repurchases, and accounting adjustments Shareholders' Equity Changes (6 Months Ended Sep 30, 2020) | Metric | March 31, 2020 | September 30, 2020 | Change (Absolute) | | :------------------------------------ | :------------- | :----------------- | :---------------- | | Total Shareholders' Equity | $411,963,067 | $367,275,151 | $(44,687,916) | | Common stock repurchases | — | $(62,686,925) | $(62,686,925) | | Cumulative effect of adoption of ASC 326 | — | $(21,242,249) | $(21,242,249) | | Net income | — | $28,908,269 | $28,908,269 | - For the three months ended September 30, 2020, the Company repurchased 460,120 shares of common stock, totaling $43,235,638[21][22] - For the six months ended September 30, 2020, common stock repurchases amounted to $62,686,925[21][22] Consolidated Statements of Cash Flows This section categorizes cash inflows and outflows from operating, investing, and financing activities over specific periods Consolidated Statements of Cash Flows Highlights (6 Months Ended Sep 30) | Cash Flow Activity | 2020 | 2019 | Change (Absolute) | | :------------------------- | :------------ | :------------ | :---------------- | | Operating activities | $79,914,300 | $118,176,756 | $(38,262,456) | | Investing activities | $10,995,613 | $(196,583,969)| $207,579,582 | | Financing activities | $(88,540,929) | $79,296,535 | $(167,837,464) | | Net change in cash | $2,368,984 | $889,322 | $1,479,162 | | Cash at end of period | $13,987,906 | $10,224,755 | $3,763,151 | Notes to Consolidated Financial Statements Note 1 – Basis of Presentation This note describes the preparation of unaudited financial statements in accordance with Form 10-Q and GAAP, and the adoption of the CECL model - The consolidated financial statements are unaudited and prepared in accordance with Form 10-Q instructions and GAAP, including all normal, recurring adjustments[27][28] - Management's estimates and assumptions affect reported amounts, and actual results may differ[27][28] - The Company adopted the CECL allowance model on April 1, 2020, impacting critical accounting policies[29] Note 2 – Assets Held for Sale This note details the classification and sale of corporate properties as assets held for sale, including resulting gains or losses - The Company moved its corporate headquarters to leased space in fiscal 2020, classifying owned properties as held for sale[30] - During Q2 fiscal 2021, two of three buildings held for sale were sold, resulting in an aggregate loss of $37,579, recorded in insurance income, net and other income[31] Assets Held for Sale | Asset Class | September 30, 2020 | March 31, 2020 | | :---------------------- | :------------------- | :------------------- | | Property and equipment, net | $1,143,528 | $3,991,498 | Note 3 – Summary of Significant Policies This note outlines the company's business model, seasonal loan demand, and the adoption of the CECL model for credit loss allowance - The Company is a small-loan consumer finance company offering short-term and medium-term loans, credit insurance, ancillary products, and tax preparation services to individuals with limited credit access[33] - Loan volume and demand are seasonal, with highest demand from October to December (Q3) and lowest from January to March (Q4), leading to seasonal fluctuations in operating results[35] - The Company adopted the CECL model for allowance for credit losses on April 1, 2020, replacing the incurred loss methodology[36][39] - Adoption of CECL resulted in a $28.6 million increase in the allowance for credit losses and a $21.2 million reduction in retained earnings (net of tax) on April 1, 2020[40] Note 4 – Fair Value This note defines fair value measurement and provides fair value estimates for financial instruments like cash, loans, and senior notes - Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between market participants[42][47] - Measurements are grouped into three levels based on input observability[42][47] - For cash and cash equivalents, loans receivable (net), and senior notes payable, fair value approximates carrying value due to their short-term nature or variable rates[43] Fair Value of Financial Instruments (September 30, 2020) | Instrument | Input Level | Carrying Value | Estimated Fair Value | | :------------------ | :---------- | :------------- | :------------------- | | Cash and cash equivalents | 1 | $13,987,906 | $13,987,906 | | Loans receivable, net | 3 | $710,064,903 | $710,064,903 | | Senior notes payable | 3 | $424,900,000 | $424,900,000 | Note 5 – Finance Receivables and Allowance for Credit Losses This note details the impact of CECL adoption on the allowance for credit losses and the methodology for monitoring loan performance - Upon adoption of ASU 2016-13 (CECL model) on April 1, 2020, the total allowance for credit losses increased by $28.6 million, with no impact on the consolidated statement of operations[48] - The Company monitors current payment performance daily and uses customer tenure as the strongest predictor of default risk for aggregating loans into pools for CECL calculation[49][53][55] Allowance for Credit Losses Roll Forward (6 Months Ended Sep 30) | Metric | 2020 | 2019 | | :-------------------------- | :------------ | :------------ | | Beginning balance | $96,487,856 | $81,519,624 | | Impact of ASC 326 | $28,628,368 | — | | Provision for credit losses | $51,751,027 | $94,259,107 | | Net charge-offs | $(67,265,892) | $(74,309,418) | | Ending Balance | $109,601,359 | $101,469,313 | - Loans are placed on nonaccrual status when 61 days or more past the contractual due date[60] - During the six months ended September 30, 2020, $9.8 million of unpaid accrued interest was reversed[60] Note 6 – Leases This note describes the company's operating leases for real estate and equipment, including lease costs and future liabilities - The Company's leases consist of real estate (office space) and office equipment, all classified as operating leases at September 30, 2020, with terms ranging from three to five years, generally including extension options[69] Lease Cost and Information (6 Months Ended Sep 30) | Metric | 2020 | 2019 | | :---------------------------------------------------- | :------------ | :------------ | | Total lease cost | $15,867,108 | $14,268,035 | | Cash paid for lease liabilities | $13,849,168 | $12,303,194 | | Right-of-use assets obtained (new operating lease liabilities) | $7,632,494 | $23,293,291 | | Weighted average remaining lease term (operating leases) | 7.2 years | 5.1 years | | Weighted-average discount rate (operating leases) | 6.5% | 6.7% | Operating Lease Liability Maturity Analysis (September 30, 2020) | Fiscal Year | Amount | | :---------- | :------------- | | 2021 | $13,573,314 | | 2022 | $24,553,898 | | 2023 | $20,165,601 | | 2024 | $16,082,881 | | 2025 | $11,719,843 | | 2026 | $8,076,744 | | Thereafter | $29,578,070 | | Total undiscounted lease liability | $123,750,351 | Note 7 – Average Share Information This note provides weighted average common shares outstanding for basic and diluted EPS calculations Weighted Average Common Shares Outstanding (6 Months Ended Sep 30) | Share Type | 2020 | 2019 | | :--------- | :---------- | :---------- | | Basic | 6,773,704 | 8,155,263 | | Diluted | 6,890,265 | 8,532,012 | - Options to purchase 639,654 shares (2020) and 669,374 shares (2019) were outstanding but excluded from diluted shares as their exercise price exceeded market value[73] Note 8 – Stock-Based Compensation This note details the company's stock option and incentive plans, including activity and unrecognized compensation expense - The Company has multiple stock option and incentive plans, with 4,350,000 shares authorized and 207,224 shares available for grant as of September 30, 2020[74] - A long-term incentive program (adopted Oct 2018) includes Service Options, Performance Options, Restricted Stock, and Performance Shares, aligning management interests with shareholders through EPS targets[76][77] Performance Share EPS Targets (Sep 30, 2018 - Mar 31, 2025) | Trailing 4-Quarter EPS Target | Restricted Stock Eligible for Vesting (Percentage of Award) | | :---------------------------- | :-------------------------------------------------------- | | $16.35 | 40% | | $20.45 | 60% | Stock Option Activity (6 Months Ended Sep 30, 2020) | Activity | Shares | Weighted Average Exercise Price | | :-------------------------- | :-------- | :------------------------------ | | Outstanding, beginning of period | 646,728 | $88.30 | | Granted | 17,530 | $90.72 | | Exercised | (15,571) | $64.66 | | Forfeited | (11,880) | $100.79 | | Expired | (300) | $76.51 | | Outstanding, end of period | 636,507 | $88.71 | - Total unrecognized stock-based compensation expense for non-vested stock options was approximately $9.0 million as of September 30, 2020, expected to be recognized over 3.8 years[86] Total Stock-Based Compensation (6 Months Ended Sep 30) | Compensation Type | 2020 | 2019 | | :---------------------------------------------------- | :---------- | :---------- | | Stock options | $2,132,974 | $3,226,110 | | Restricted stock, net of adjustments | $7,477,269 | $13,376,367 | | Total stock-based compensation | $9,610,243 | $16,602,477 | Note 9 – Acquisitions This note summarizes the company's acquisition activities, distinguishing between business combinations and loan portfolio purchases Acquisition Activity (6 Months Ended Sep 30) | Metric | 2020 | 2019 | | :------------------------------------------ | :--- | :--- | | Number of branches acquired (business combinations) | — | 37 | | Number of loan portfolios acquired (asset purchases) | 15 | 134 | | Total acquisitions | 15 | 171 | | Purchase price | $6,936,938 | $61,570,642 | - Acquisitions accounted for as business combinations typically result in new branches and retention of employees, with purchase price allocated to tangible and intangible assets (including goodwill)[96][97] - Asset purchases are usually limited to loan portfolios, with no goodwill recorded[96][97] - Acquired loans are valued at net loan balance, approximating fair value due to their short-term nature[98] - Under CECL, acquired loans are included in reserve calculations[98] Note 10 – Debt This note describes the company's senior revolving credit facility, outstanding amounts, interest rates, and financial covenants - As of September 30, 2020, the Company had a $685.0 million senior revolving credit facility, with $424.9 million outstanding[103][104] - The facility matures on June 7, 2022[103][104] - Interest on borrowings is LIBOR plus an applicable margin (3.0%-4.0%), with a minimum rate of 4.0%[103][104] - The effective interest rate for the six months ended September 30, 2020, was 5.8% annualized[103][104] - The revolving credit agreement includes financial covenants: minimum consolidated net worth ($325.0 million), minimum fixed charge coverage ratio (2.25:1 for Q3 2021, then 2.75:1), maximum total debt to consolidated adjusted net worth (2.0:1), and a maximum collateral performance indicator (23.0%)[106] - The Company was in compliance with all debt covenants at September 30, 2020, and March 31, 2020[107] Note 11 – Income Taxes This note discusses unrecognized tax benefits and the factors influencing the effective income tax rate - As of September 30, 2020, total gross unrecognized tax benefits were $6.0 million, with approximately $2.9 million expected to be resolved within the next twelve months[110] - The effective income tax rate decreased to 21.9% for the quarter ended September 30, 2020 (vs. 34.3% prior year) due to historic tax credit accounting, reduced disallowed executive compensation, and recognition of permanent tax benefits from life insurance proceeds[112] Note 12 – Commitments and Contingencies This note outlines the resolution of the Mexico investigation with the SEC and DOJ, and related shareholder derivative litigation - The Company reached a resolution with the SEC and DOJ regarding allegations primarily involving its former Mexico subsidiary[114][115] - The DOJ declined prosecution due to prompt self-disclosure, cooperation, and remediation[114][115] - The SEC issued a Cease-and-Desist Order, requiring the Company to pay $21,726,000 in disgorgement, prejudgment interest, and civil penalties, which was paid during the quarter ended September 30, 2020[116][117] - A shareholder derivative complaint was filed on September 25, 2020, alleging breaches of fiduciary duties related to the Mexico investigation, seeking unspecified monetary damages from individual defendants and equitable relief[119] Note 13 – Subsequent Events This note confirms no material subsequent events affecting the financial statements have occurred - Management is not aware of any significant events occurring subsequent to the balance sheet date that would materially affect the financial statements[122] Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of financial performance, liquidity, regulatory matters, and critical accounting policies Cautionary Note Regarding Forward-Looking Information This note advises that forward-looking statements are subject to various risks and uncertainties, including regulatory and economic factors - Forward-looking statements are subject to risks and uncertainties, including legislation, regulatory authority, unpredictable proceedings, COVID-19 pandemic impacts, Mexico subsidiary sale, management turnover, accounting changes, interest rates, acquisitions, cybersecurity threats, and debt limitations[124][125] Results of Operations This section presents key consolidated financial statistics for the company's operating performance over specified periods Selected Consolidated Statistics (3 Months Ended Sep 30) | Metric | 2020 | 2019 | | :------------------------------------ | :------------ | :------------ | | Gross loans receivable | $1,109,366 | $1,274,147 | | Average gross loans receivable | $1,088,191 | $1,253,249 | | Net loans receivable | $819,666 | $939,820 | | Average net loans receivable | $805,346 | $923,046 | | Provision for credit losses (% of revenue) | 21.0% | 37.4% | | General and administrative (% of revenue) | 60.5% | 55.4% | | Interest expense (% of revenue) | 4.7% | 4.5% | | Operating income (% of revenue) | 18.5% | 7.2% | | Loan volume | $647,024 | $729,775 | | Net charge-offs (% of average net loans) | 14.5% | 16.8% | | Return on average assets (trailing 12 months) | 4.5% | 5.8% | | Return on average equity (trailing 12 months) | 11.8% | 10.5% | | Branches opened or acquired (net) | (8) | 16 | | Branches open (at period end) | 1,232 | 1,234 | Selected Consolidated Statistics (6 Months Ended Sep 30) | Metric | 2020 | 2019 | | :------------------------------------ | :------------ | :------------ | | Gross loans receivable | $1,109,366 | $1,274,147 | | Average gross loans receivable | $1,105,573 | $1,212,281 | | Net loans receivable | $819,666 | $939,820 | | Average net loans receivable | $821,808 | $894,935 | | Provision for credit losses (% of revenue) | 20.8% | 33.7% | | General and administrative (% of revenue) | 59.2% | 57.2% | | Interest expense (% of revenue) | 4.6% | 3.8% | | Operating income (% of revenue) | 20.0% | 9.1% | | Loan volume | $1,110,507 | $1,481,923 | | Net charge-offs (% of average net loans) | 16.4% | 16.6% | | Return on average assets (trailing 12 months) | 4.5% | 5.8% | | Return on average equity (trailing 12 months) | 11.8% | 10.5% | | Branches opened or acquired (net) | (11) | 41 | | Branches open (at period end) | 1,232 | 1,234 | Comparison of Q2 2021 vs. Q2 2020 This section compares the company's financial performance for the three months ended September 30, 2020, against the prior year - Gross loans outstanding decreased by 12.9% to $1.11 billion, and unique borrowers decreased by 21.3% YoY[131] - Net income surged by 433.1% to $13.4 million, and operating income increased by 127.1%[132] - Total revenues decreased by 12.1% to $124.4 million, primarily due to lower average net loans outstanding[133] - Provision for credit losses decreased by 50.7% to $26.9 million, driven by a $9.7 million decrease in net charge-offs and improved delinquency[136] - G&A expenses decreased by 4.0% to $3.2 million, but increased as a percentage of revenues from 55.4% to 60.5%[139][140] - Personnel expense decreased by 5.6% due to headcount reduction and lower health insurance claims[139][140] - Advertising expense decreased by 16.2% due to anticipated lower demand from COVID-19[142] - The effective income tax rate decreased to 21.9% from 34.3% due to historic tax credit accounting, reduced executive compensation disallowance, and life insurance proceeds exclusion[146] Comparison of H1 2021 vs. H1 2020 This section compares the company's financial performance for the six months ended September 30, 2020, against the prior year - Gross loans outstanding decreased by 12.9% to $1.11 billion, and unique borrowers decreased by 18.0% YoY[148] - Net income increased by 159.9% to $28.9 million, and operating income increased by 94.5%[149] - Total revenues decreased by 11.3% to $248.3 million, primarily due to lower average net loans outstanding[150] - Provision for credit losses decreased by 45.1% to $42.5 million[153] - G&A expenses decreased by 8.3% to $13.3 million, but increased as a percentage of revenues from 57.2% to 59.2%[156][157] - Personnel expense decreased by 10.4% due to headcount reduction (furloughs) and decreased benefit claims[156][157] - Advertising expense decreased by 36.4% due to lower demand anticipated from COVID-19[159] - Interest expense increased by 6.7% due to a 10.7% increase in average debt outstanding, partially offset by a reduction in benchmark interest rates[161] - The effective income tax rate decreased to 24.3% from 24.8% due to the permanent tax benefit related to the exclusion of life insurance proceeds[163] Regulatory Matters This section discusses the resolution of the Mexico investigation and the potential impact of CFPB rules on lending operations - The Company resolved its Mexico investigation with the SEC and DOJ (refer to Note 12)[164] - The CFPB rescinded the 'ability to repay' requirements of its 2017 rule but did not rescind the 'payment requirements,' which are currently stayed by court order[165][166] - Compliance with CFPB payment requirements may necessitate changes to loan payment procedures, potentially affecting the Company's ability to make loans, costs, refinancing frequency, and profitability[167] - The CFPB may undertake new rulemaking to identify larger participants in the installment lending market, potentially subjecting the Company to CFPB supervisory authority and reporting obligations[168][169] Liquidity and Capital Resources This section details the company's financing strategies, revolving credit facility, and compliance with debt covenants - The Company finances operations and acquisitions through cash flows and borrowings[172] - Net cash provided by operating activities for the six months ended September 30, 2020, was $79.9 million[172] - The revolving credit facility was amended on April 30, 2020, and July 24, 2020, to modify financial covenants (e.g., minimum net worth, fixed charge ratio), adjust the advance rate percentage, and allow share repurchases up to $50.0 million through March 31, 2021, plus 50% of consolidated adjusted net income[176][177] - As of September 30, 2020, $157.0 million was available under the revolving credit facility, with an additional $102.8 million potentially available if net eligible finance receivables grow[179] - The Company was in compliance with all applicable debt covenants at September 30, 2020, and March 31, 2020, and expects sufficient liquidity for future operations and expansion[182][184] Inflation This section assesses the potential impact of inflation on the company's operations, anticipating offsets from increased loan demand - The Company does not anticipate a material adverse effect from inflation, expecting increased loan demand and revenue to offset rising operating costs due to the short contractual term of its loans[188] Quarterly Information and Seasonality This section refers to Note 3 for details on the company's quarterly performance and seasonal business fluctuations - Refer to Note 3 for information on quarterly information and seasonality[189] Recently Adopted Accounting Pronouncements This section refers to Note 3 for information on recently adopted accounting standards and their impact - Refer to Note 3 for information on recently adopted accounting pronouncements[190] Critical Accounting Policies This section outlines key accounting policies requiring significant management judgment, including allowance for credit losses and income taxes - Critical accounting policies involve significant management judgment and estimates, including the allowance for credit losses, share-based compensation, and income taxes[191] - The allowance for credit losses, under ASC 326 (CECL), is management's best estimate of expected credit losses over the loan's contractual term, considering historical data, current conditions, and forecasts[192] - Share-based compensation is measured at fair value (Black-Scholes for options, quoted price for restricted stock) and recognized over the service period, relying on subjective assumptions like expected volatility and life[193] - Income tax determination involves significant judgment in estimating liabilities, assets, and expense, with re-evaluation based on regulatory and business changes, and potential adjustments from tax authorities[194][195] Quantitative and Qualitative Disclosures about Market Risk This section analyzes the company's exposure to market risks, particularly interest rate fluctuations, and their financial impact - The Company's financial instruments (cash, loans receivable, senior notes payable) approximate fair value[198] - Loans have an average life of eight months and are continually repriced at market rates[198] - As of September 30, 2020, with $424.9 million outstanding under its revolving credit facility, a 1.0% change in the interest rate would result in an approximate $4.2 million change in annual interest expense[199] Controls and Procedures This section confirms the effectiveness of disclosure controls and procedures and reports no material changes in internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were effective as of September 30, 2020, providing reasonable assurance for timely and accurate reporting[201] - There were no material changes to the Company's internal control over financial reporting during the period covered by the report[200] Part II - Other Information Legal Proceedings This section directs to Note 12 for comprehensive information on the company's legal proceedings and resolutions - Refer to Note 12 to the unaudited Consolidated Financial Statements for information regarding legal proceedings[204] Risk Factors This section updates key risk factors, focusing on the impacts of the COVID-19 pandemic, CECL methodology, and government stimulus - The new CECL methodology's accuracy in forecasting future losses may be impaired by significant uncertainty surrounding the COVID-19 pandemic, potentially requiring additional provisions for credit losses[206] - The COVID-19 pandemic has led to higher unemployment, which is expected to increase delinquencies and credit losses[207][208] - Potential workforce disruptions and a second outbreak pose further risks[207][208] - The expiration of CARES Act benefits, such as enhanced unemployment, without extension or new stimulus measures, could materially and adversely impact the Company's results of operations and financial condition[209] - Government mandates for borrower accommodations due to COVID-19 could result in additional regulation or restrictions, adversely affecting loan collection, income, and financing ability[210] Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's common stock repurchase program, including board authorizations and credit agreement limitations - The Board authorized repurchases of up to $30.0 million on June 16, 2020, and an additional $25.0 million on September 14, 2020[212] - As of September 30, 2020, the Company had $11.8 million in aggregate repurchase capacity[212] - The revolving credit facility limits share repurchases to $50.0 million through March 31, 2021, plus 50% of consolidated adjusted net income from January 1, 2019, and requires 15% excess availability post-repurchase[187] Common Stock Purchases (3 Months Ended Sep 30, 2020) | Period | Total Shares Purchased | Average Price Paid Per Share | | :-------------------------- | :--------------------- | :--------------------------- | | July 1 - July 31, 2020 | — | $— | | August 1 - August 31, 2020 | 132,711 | $90.70 | | September 1 - September 30, 2020 | 327,409 | $95.25 | | Total for the quarter | 460,120 | $93.94 | Defaults Upon Senior Securities This section confirms that no defaults occurred on senior securities during the reporting period - There were no defaults upon senior securities[213] Mine Safety Disclosures This section states that mine safety disclosure requirements are not applicable to the company's operations - Mine Safety Disclosures are not applicable to the Company[214] Other Information This section indicates no additional information beyond what is already presented in the report - No other information is required to be disclosed[215] Exhibits This section refers to the accompanying exhibit index for a complete list of documents filed with the Form 10-Q - The exhibits listed in the accompanying exhibit index are filed as part of the Quarterly Report on Form 10-Q[216] Exhibit Index This section provides a comprehensive list of all exhibits filed, including credit facility amendments and regulatory orders - The Exhibit Index lists key documents filed, including amendments to the Revolving Credit Facility (10.01, 10.02), the DOJ Declination Letter (10.03), the SEC Cease-and-Desist Order (10.04), and various certifications (31.01, 31.02, 32.01, 32.02)[219] Signatures This section includes the official signatures of the company's key executives, certifying the report's accuracy - The report is signed by R. Chad Prashad (President and CEO), John L. Calmes, Jr. (Executive Vice President and CFO), and Scott McIntyre (Senior Vice President of Accounting) on November 6, 2020[223]