8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 25, 2012

WORLD ACCEPTANCE CORPORATION

(Exact name of registrant as specified in its charter)

South Carolina	0-19599	57-0425114
(State or other jurisdiction of incorporation)	(Commission  File Number)	(IRS Employer Identification No.)

108 Frederick Street, Greenville, South Carolina	29607
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (864) 298-9800

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition; and

Item 7.01 Regulation FD Disclosure.

On October 25, 2012, World Acceptance Corporation ("WRLD") issued a press release announcing financial information for its second fiscal quarter ended September 30, 2012.  The press release is attached as Exhibit 99.1 to this Form 8-K and is furnished to, but not filed with, the Commission.

On October 25, 2012, WRLD senior management held a conference call to discuss the results of its second fiscal quarter ended September 30, 2012.  A prepared script of remarks for the conference call by the Chairman and Chief Executive Officer of WRLD is attached as Exhibit 99.2 to this Form 8-K and is furnished to, but not filed with, the Commission.

Item 9.01  Financial Statements and Exhibits.

(d)	Exhibits.
	Exhibit Number	Description of Exhibit
	99.1	Press release issued October 25, 2012
	99.2	Prepared script of Chairman and Chief Executive Officer’s remarks for October 25, 2012 conference call

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 hereunto duly authorized.

		WORLD ACCEPTANCE CORPORATION
		(Registrant)
Date:  October 25, 2012
	By:	/s/ Kelly M. Malson
		Kelly M. Malson
		SeniorVice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated October 25, 2012
99.2	Prepared script of Chairman and Chief Executive Officer's remarks for October 25, 2012 conference call

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Release

Contact:  Kelly Malson Chief Financial Officer (864) 298-9800

WORLD ACCEPTANCE CORPORATION REPORTS SECOND QUARTER

GREENVILLE, S.C. (October 25, 2012) - World Acceptance Corporation (NASDAQ: WRLD) today reported financial results for its second fiscal quarter and six months ended September 30, 2012.

Net income for the second quarter decreased 1.7% to $22.9 million compared to $23.3 million for the same quarter of the prior year.  Net income per diluted share increased 13.2% to $1.72 in the second quarter of fiscal 2013 compared to $1.52 in the prior year quarter.  Total revenues increased to $139.4 million in the second quarter of fiscal 2013, a 5.5% increase over the $132.1 million reported in the second quarter last year.

Sandy McLean, CEO, stated, “The Company’s growth in earnings per share has benefitted from our ongoing share repurchase program during the current fiscal year.  Over the past six months, the Company has repurchased approximately 1.1 million shares of World Acceptance’s stock.  We continue to use our excellent cash flow and strong financial position to fund our growth while repurchasing shares.”

As previously announced, the Company increased its debt facility by $113 million dollars with the intention of utilizing $100 million to repurchase shares.  In the first six months, the Company has spent $75.1 million to repurchase approximately 1.1 million shares. Combined with the 2.2 million shares repurchased during fiscal 2012, the Company has reduced its weighted average diluted shares outstanding by 12.9% when comparing the two six month periods.

Loan demand improved during the second quarter, with gross loan balances increasing to $1.1 billion at the end of the period, up $123.0 million and 12.7% from a year ago.

Interest and fee income increased 4.8%, from $116.2 million to $121.8 million in the second quarter of fiscal 2013 due to continued growth in loan volume and expansion of offices.  Interest and fee yields decreased during the quarter as a result of both a shift in collections to October, as well as the ongoing decline in overall yields resulting from the slight change in mix to larger balance loans.  Insurance and other income rose by 10.5% to $17.6 million in the second quarter of fiscal 2013 compared with $15.9 million in the second quarter of fiscal 2012.

“Our charge-off rate decreased as a percent of net loans on an annualized basis from 14.8% for the three months ended September 30, 2011, to 13.9% for the three months ended September 30, 2012.  Managing our credit risks is a key driver of our earnings growth.  Additionally, our past due loans as measured by those that are 61+ days delinquent has remained flat at 4.2% on a contractual basis for the two quarterly periods,”  stated Mr. McLean.

The provision for loan losses rose 7.8% to $32.4 million in the second quarter of fiscal 2013 compared to the second quarter of fiscal 2012.  “We remain focused on monitoring our loan portfolio in light of the difficult economy and we believe that our allowance for loan losses is adequate based on the current outlook,” noted Mr. McLean.

The Company’s general and administrative expenses increased by 7.6% compared with the second quarter of the prior year due primarily to the new office openings during fiscal 2013.  The Company opened 35 new offices, purchased three new offices and closed two offices during the first six-months of the fiscal year resulting in a total of 1,173 offices at September 30, 2012.  General and administrative expenses as a percent of total revenues increased from 46.5% in the prior year quarter to 47.5% during the current fiscal quarter, primarily due to the lower revenue growth.

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WRLD Reports Second Quarter

Page 2

October 25, 2012

The Company’s second quarter effective income tax rate increased to 37.7% compared with 36.5% for the prior year’s second quarter.  The increase was primarily due to the effects of a discrete event in the prior year quarter resulting from the release of a reserve related to a state refund.

Other key return ratios for the second quarter included a 13.4% return on average assets and a return on average equity of 25.1% (both on a trailing 12 month basis).

Six-Month Results

For the first six-months of the fiscal year, net income rose 4.7% to $45.5 million compared to $43.5 million for the six-months ended September 30, 2011.  Fully diluted net income per share rose 20.5% to $3.35 in fiscal 2013 compared to $2.78 for the first six-months of fiscal 2012.

Total revenues for the first six-months of fiscal 2013 rose 6.6% to $272.2 million compared to $255.3 million during the corresponding period of the previous year.  Annualized net charge-offs as a percent of average net loans decreased from 13.7% during the first six-months of fiscal 2012 to 13.1% for the first six-months of fiscal 2013.

About World Acceptance Corporation

World Acceptance Corporation is one of the largest small-loan consumer finance companies, operating 1,173 offices in 13 states and Mexico. It is also the parent company of ParaData Financial Systems, a provider of computer software solutions for the consumer finance industry.

Second Quarter Conference Call

The senior management of World Acceptance Corporation will be discussing these results in its quarterly conference call to be held at 10:00 a.m. Eastern time today.  A script of the Chairman and Chief Executive Officer’s prepared remarks for the conference call has been furnished as Exhibit 99.2 to the Company’s Form 8-K filed today with the Securities and Exchange Commission (“SEC”) in connection with this press release, and is available via the SEC’s Edgar database at www.sec.gov, and will also be posted to the Company’s website as soon as practicable. Interested parties may participate in this call by dialing 1-888-455-2296, passcode 1803742.  A simulcast of the conference call is also available on the Internet at http://www.videonewswire.com/event.asp?id=89760.  The call will be available for replay on the Internet for approximately 30 days.

This press release may contain various “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that represent the Company’s expectations or beliefs concerning future events. Statements other than those of historical fact, as well as those identified by the words “anticipate,” “estimate,” “plan,” “expect,” “believe,” “may,” “will,” and “should” or any variation of the foregoing and similar expressions are forward-looking statements.  Such forward-looking statements are about matters that are inherently subject to risks and uncertainties.  Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include the following:  recently enacted, proposed or future legislation and the manner in which it is implemented; the nature and scope of regulatory authority, particularly discretionary authority, that may be exercised by regulators having jurisdiction over the Company’s business or consumer financial transactions generically; changes in interest rates; risks related to expansion and foreign operations; risks inherent in making loans, including repayment risks and value of collateral; the timing and amount of revenues that may be recognized by the Company; changes in current revenue and expense trends (including trends affecting delinquencies and charge-offs); changes in the Company’s markets and general changes in the economy (particularly in the markets served by the Company); and the unpredictable nature of litigation.    These and other factors are discussed in greater detail in Part I, Item 1A, “Risk Factors” in the Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and the Company’s other reports filed with, or furnished to, the SEC from time to time.  World Acceptance Corporation does not undertake any obligation to update any forward-looking statements it makes.  The Company is also not responsible for updating the information contained in this press release beyond the publication date, or for changes made to this document by wire services or Internet services.

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WRLD Reports Second Quarter

Page 3

October 25, 2012

World Acceptance Corporation
Consolidated Statements of Operations
(unaudited and in thousands, except per share amounts)
	Three Months Ended September 30,				Six Months Ended September 30,
	2012		2011		2012		2011
Interest & fees	$	121,818	$	116,233	$	237,117	$	223,581
Insurance & other		17,580		15,906		35,117		31,714
Total revenues		139,398		132,139		272,234		255,295
Expenses:
Provision for loan losses		32,402		30,057		56,017		52,896
General and administrative expenses
Personnel		44,670		40,742		93,083		85,377
Occupancy & equipment		9,138		8,720		17,781		16,939
Advertising		2,801		2,699		5,446		5,482
Intangible amortization		339		434		708		867
Other		9,210		8,869		18,299		17,312
		66,158		61,464		135,317		125,977
Interest expense		4,066		3,947		7,992		7,331
Total expenses		102,626		95,468		199,326		186,204
Income before taxes		36,772		36,671		72,908		69,091
Income taxes		13,871		13,367		27,392		25,605
Net income	$	22,901	$	23,304	$	45,516	$	43,486
Diluted earnings per share	$	1.72	$	1.52	$	3.35	$	2.78
Diluted weighted average shares outstanding		13,287		15,328		13,596		15,619

Consolidated Balance Sheets
(unaudited and in thousands)
	September 30, 2012			March 31, 2012			September 30, 2011
ASSETS
Cash	$	12,704		$	10,768		$	13,061
Restricted cash		-			-			77,000
Gross loans receivable		1,087,902			972,723			964,955
Less: Unearned interest & fees		(297,407	)		(257,638	)		(258,484	)
Allowance for loan losses		(61,329	)		(54,507	)		(54,164	)
Loans receivable, net		729,166			660,578			652,307
Property and equipment, net		24,319			23,486			23,199
Deferred income taxes		25,599			18,474			17,958
Goodwill		5,896			5,691			5,635
Intangibles		4,928			5,479			5,885
Other assets		10,349			10,527			9,308
	$	812,961		$	735,003		$	804,353
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes payable		386,600			279,250			359,600
Income tax payable		6,626			11,528			11,615
Accounts payable and accrued expenses		22,345			25,350			20,494
Total liabilities		415,571			316,128			391,709
Shareholders' equity		397,390			418,875			412,644
	$	812,961		$	735,003		$	804,353

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WRLD Reports Second Quarter

Page 4

October 25, 2012

Selected Consolidated Statistics
(dollars in thousands)
	Three Months Ended September 30,						Six Months Ended September 30,
	2012			2011			2012			2011
Expenses as a percent of total revenues:
Provision for loan losses		23.2	%		22.7	%		20.6	%		20.7	%
General and administrative expenses		47.5	%		46.5	%		49.7	%		49.3	%
Interest expense		2.9	%		3.0	%		2.9	%		2.9	%
Average gross loans receivable	$	1,063,271		$	957,903		$	1,032,306		$	931,122
Average loans receivable	$	773,450		$	699,978		$	753,254		$	682,096
Loan volume	$	760,709		$	703,505		$	1,513,702		$	1,406,097
Net charge-offs as percent of average loans		13.9	%		14.8	%		13.1	%		13.7	%
Return on average assets (trailing 12 months)		13.4	%		13.7	%		13.4	%		13.7	%
Return on average equity (trailing 12 months)		25.1	%		23.0	%		25.1	%		23.0	%
Offices opened (closed) during the period, net		28			21			36			41
Offices open at end of period		1,173			1,108			1,173			1,108

 END

EX-99.2

Exhibit 99.2

Chairman and Chief Executive Officer’s Quarterly Remarks

Welcome to World Acceptance Corporation’s Fiscal 2013 second quarter conference call. As usual, Mark and Kelly, our president and our CFO, are with me, along with other members of our management team. I will spend a few minutes reviewing the quarterly results, after which, we will be happy to answer any questions.

To begin with, we are disappointed with the financial results for the quarter. However, we do not believe the reported results are fully indicative of the fundamental business performance of the Company and we do not believe that there has been a fundamental change in our business prospects. As has been disclosed in our financial statement footnotes since becoming publically traded, the Company calculates interest revenue on its loans using the rule of 78s, and recognizes the interest revenue using the collection method, which is a cash method of recognizing the revenue. The Company believes that the combination of these two methods does not differ materially from the effective interest method, which is an accrual method for recognizing the revenue. While we do see substantial fluctuations in the amount of cash collected on a month to month basis depending on the number of business days in a month, these fluctuations generally level off during a given quarter. However, every so often, as occurred this quarter, the last two days of the quarter fell on a weekend.  The last time it occurred was September 30, 2007 and, the time before that, September 30, 2001. We believe this timing issue has and will result in a shift of interest and fee revenue, currently estimated to be between $2 and $2.5 million dollars, from the current quarter to the third quarter of the fiscal year.  The Company intends to fully implement the effective interest method at the beginning of fiscal year 2014, if not sooner, to better match the recognition of revenue with underlying business performance on a quarterly basis.

Aside from the impact on revenue discussed above, the Company’s performance continued many of the positive trends that we have seen over that last several years. Demand for our loan products remained strong during the quarter and, as expected, we have continued to see improvement in our loan loss ratios from prior year and historical levels. Net income for the second fiscal quarter was $22.9 million, or $1.72 per diluted share compared to $23.3 million, or $1.52 per diluted share, for the prior year quarter. This represents a 1.7% decrease in net income and a 13.2% increase in net income per diluted share when comparing the two quarterly periods. For the first six months of fiscal 2013, net income was $45.5 million, or $3.35 per diluted share, representing an increase of 4.7% and 20.5% in net income and EPS, respectively, over the first 6 months of fiscal 2012.

The large difference between the change in net income and the growth in diluted EPS is due to the ongoing benefit from our share repurchase program. During the second quarter, the Company repurchased 186 thousand shares at an aggregate price of $13.4 million. For the first six months of the fiscal year, the Company repurchased 1.1 million shares, spending $75 million. This, combined with the 2.2 million shares repurchased during fiscal 2012, has provided a great deal of EPS accretion during the quarter and six month periods. The benefits from the repurchase program should continue during the remainder of the fiscal year and beyond. Additionally, of the $113 million dollar increase in our credit facility that was announced during the first quarter, $100 million was added primarily for use in share repurchases.  Of that $100 million, $25 million remains in open authorizations that can be used for share repurchases during the remainder of fiscal 2013. The timing of these repurchases will depend upon our rate of loan growth and our availability under our loan facility during the next quarter, traditionally our busiest in terms of loan demand. The Company has recently requested an additional, substantial increase in its loan facility from its bank group, but has not received a formal commitment as to the additional amount that may be available. The primary purpose of this request is to enhance the Company’s ability to aggressively continue its share repurchase program.

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Gross loans amounted to $1.09 billion at September 30, 2012, a 12.7% increase over the $965 million outstanding at September 30, 2011 and an 11.8% increase since the beginning of the fiscal year. This growth resulted from a 10% increase in our smaller installment loans and a 20% increase in our larger loan balances. Additionally, the 12.7% year over year growth resulted from a 5.2% increase in the number of accounts outstanding and a 7.5% increase in average balances. The 12.7% growth in year over year loan balances is an improvement from the 9.4% growth in loans at the end of the first quarter.

Acquisitions will always remain an important factor in the overall growth strategy of the Company; however, as has been the case in last several years, there has been very little purchase activity during the first two quarters of the fiscal year. Six small offices consisting of 2,180 accounts and $1.3 million in gross loans were purchased. Of the six, 3 became new office locations and three were merged into existing offices. For comparison purposes, during the first two quarters of fiscal 2012 the Company acquired 2,061 accounts and $2.1 million in gross loan balances in 12 separate offices, 11 of which were consolidated into existing locations.

We remained on track with the expansion of our branch network during the first six months of the current fiscal year, which is, as previously disclosed, about the same as fiscal 2012. We began fiscal 2013 with 1,137 offices, opened 35, purchased 3 and closed 2, giving us a total of 1,173 offices at September 30, 2012. Our plan for fiscal 2013 is to open 60 offices in the US and 10 in Mexico, plus evaluate acquisitions as opportunities arise.

As expected, the Company’s delinquencies and charge-offs have remained stable during the second quarter as we have seen in previous quarters. Accounts that were 61+ days past due decreased slightly from 3.0% to 2.9% on a recency basis and remained flat at 4.2% on a contractual basis when comparing the two quarter end statistics. The ratio of net charge-offs to average net loans on an annualized basis declined to 13.9% during the current quarter from 14.8% during the second quarter of the prior fiscal year. This is the 14th quarter in a row where charge-off ratios have declined from the corresponding quarter of the prior fiscal year.

The Company remains focused on controlling operating expenses on an ongoing basis. General and administrative expenses amounted to $66 million during the current fiscal quarter, a 7.6% increase over the $61 million in the prior year quarter primarily as a result of the 65 net new offices opened over the past twelve months. As a percentage of revenues, our G&A increased from 46.5% during the second quarter of fiscal 2012 to 47.5% during the current quarter, primarily as a result of the decline in expected revenue as previously discussed. Our G&A per average open office increased by 2.0% when comparing the two fiscal quarters.

We are also very pleased with the ongoing progress being made in our Mexican operations. We have 107 offices open as of September 30, 2012. Three offices have been opened and one was closed during the current fiscal year, with an additional 7 expected to be opened before the end of the year. We now have approximately 121,000 accounts and approximately $71.7 million in gross loans outstanding. This represents an 8.2% increase in accounts and a 37.5% increase in ledger over the trailing twelve months. The Company also benefitted from a decline in the exchange rate in pesos for dollars. The year over year growth in loan balances was 30.8% in pesos and 37.5% in dollars. This is a reversal of the foreign exchange rate trend that we saw in the first quarter. Net charge-offs were approximately $3.4 million during the first two quarters of the fiscal year, or 17.6% of average net loans on an annualized basis, (approximately the same as the corresponding 6 month period of the prior fiscal year) and our 61 day delinquencies are 3.6% and 6.2% on a recency and contractual basis respectively. This subsidiary had $2.6 million in pretax earnings for the first six months of the current year versus $1.8 million for the prior year 6 month period, which should improve as we continue to grow our outstanding receivables.

The Company’s trailing four quarter return on average assets of 13.4% and return on average equity of 25.1% continue their excellent historical trend as we pass the midpoint of fiscal 2013.

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Finally, I am pleased to report that there are no new developments on the legislative or regulatory front at either the state or federal level. We continue to actively monitor the development of the Consumer Financial Protection Bureau through our national trade associations, the American Financial Services Association and the National Installment Lenders Association, but as we have previously stated, we believe that the value of the vital service we provide, that is providing credit opportunities to so many individuals that have limited access to other credit markets, will continue to be appreciated as this new Bureau is developed.

This transcript contains various “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that represent the Company’s expectations or beliefs concerning future events. Statements other than those of historical fact, as well as those identified by the words “anticipate,” “estimate,” “intend” “plan,” “expect,” “believe,” “may,” “will,” and “should” or any variation of the foregoing and similar expressions are forward-looking statements.  Such forward-looking statements are about matters that are inherently subject to risks and uncertainties.  Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include the following:   recently enacted, proposed or future legislation and the manner in which it is implemented; the nature and scope of regulatory authority, particularly discretionary authority, that may be exercised by regulators having jurisdiction over the Company’s business or consumer financial transactions generically; changes in interest rates; risks related to expansion and foreign operations; risks inherent in making loans, including repayment risks and value of collateral; the timing and amount of revenues that may be recognized by the Company; changes in current revenue and expense trends (including trends affecting delinquencies and charge-offs); changes in the Company’s markets and general changes in the economy (particularly in the markets served by the Company); and the unpredictable nature of litigation.    These and other factors are discussed in greater detail in Part I, Item 1A, “Risk Factors” in the Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and the Company’s other reports filed with, or furnished to, the SEC from time to time.  World Acceptance Corporation does not undertake any obligation to update any forward-looking statements it makes.  The Company is also not responsible for updating the information contained in this transcript beyond the publication date, or for changes made to this document by wire services or Internet services.

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