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) January 30, 2013

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 January 30, 2013, World Acceptance Corporation ("WRLD") issued a press release announcing financial information for its third fiscal quarter ended December 31, 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 January 30, 2013, WRLD senior management held a conference call to discuss the results of its third fiscal quarter ended December 31, 2012.  A prepared script of remarks for the conference call by the Chairman and Chief Executive Officer of WRLD is attached hereto 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 January 30, 2013

99.2 Prepared script of Chairman and Chief Executive Officer’s and remarks for January 30, 2013 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:  January 30, 2013
	By:	/s/ Kelly M. Malson
		Kelly M. Malson
		SeniorVice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number Description of Exhibit

99.1 Press release issued January 30, 2013

99.2 Prepared script of Chairman and Chief Executive Officer’s and remarks for January 30, 2013 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 THIRD QUARTER

GREENVILLE, S.C. (January 30, 2013) - World Acceptance Corporation (NASDAQ: WRLD) today reported financial results for its third fiscal quarter and nine months ended December 31, 2012. The Company’s results highlight the strong demand for its loan product, its ongoing focus on expense control, its close management of credit risks and the contribution from new offices.

Net income for the third quarter rose 5.6% to $20.7 million compared to $19.6 million for the same quarter of the prior year.  Net income per diluted share increased 21.5% to $1.58 in the third quarter of fiscal 2013 compared to $1.30 in the prior year’s third quarter.  This was the Company’s 48th consecutive year-over-year quarterly increase in diluted earnings per share.

Total revenues increased to $149.6 million in the third quarter of fiscal 2013, a 10.1% increase over the $135.9 million reported in the third quarter last year.  The primary driver for the growth in revenue was an 11.3% increase in average net loans and the associated growth in interest and fees.  Gross loans outstanding increased 11.0% to $1.2 billion at December 31, 2012, up from $1.1 billion at December 31, 2011. Interest and fees rose 11.3% to $130.3 million in the third quarter of fiscal 2013 compared to $117.1 million in the third quarter of fiscal 2012.

Sandy McLean, CEO, stated, “The Company’s growth in earnings per share has also benefitted from our ongoing share repurchase program during the current fiscal year.  We continue to use our excellent cash flow and strong financial position to fund our growth while repurchasing shares.”  Over the past nine months, the Company has repurchased 2,017,677 shares of its common stock, representing a 13.1% decrease in diluted weighted average shares outstanding compared with the third quarter of last fiscal year.

Mr. McLean stated, “Our net charge-offs as a percentage of average net loans remained near historical levels at 15.6% on an annualized basis during the latest quarter compared to 15.9% in the third quarter of the prior year.”  The Company’s past due loans, as measured by those that are 61+ days delinquent on a contractual basis, remained constant at 4.3% when comparing the two quarterly periods.

The provision for loan losses rose 3.6% to $37.4 million in the third quarter of fiscal 2013 compared to the third quarter of fiscal 2012, primarily due to the growth in the allowance for loan losses on the 11.0% increase in the loan portfolio.  This increase was offset by a decrease in the Company’s net charge-offs.  “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 current trends,” noted Mr. McLean.

The Company’s general and administrative expenses rose to $74.8 million in the third quarter of fiscal 2013 compared with $66.2 million in the third quarter of the prior fiscal year. As a percent of total revenues, general and administrative expenses increased to 50.0% during the current quarter compared to 48.7% during the prior year quarter.

The Company’s effective tax rate was lower in the third quarter of the prior fiscal year due to an $882,000 tax benefit related to the reduction of its effective rate for state income taxes.  The effective tax rate was 35.3% for the third quarter of fiscal 2012 compared to 37.4% in the third quarter of fiscal 2013.

Other key return ratios for the period included a 13.0% return on average assets and a 26.0% return on average equity (both on a trailing 12 month basis).

MORE

WRLD Reports Record Third Quarter

Page 2

January 30, 2013

Nine-Month Results

For the first nine-months of the fiscal year, net income rose 5.0% to $66.2 million compared to $63.1 million for the nine-months ended December 31, 2011.  Fully diluted net income per share rose 20.8% to $4.93 in the first nine-months of fiscal 2013 compared to $4.08 for the first nine-months of fiscal 2012. Diluted weighted average shares outstanding were down 13.1% to 13.4 million for the first nine months of fiscal 2013 compared with the same period in fiscal 2012, benefiting from the Company’s stock repurchase program.

Total revenues for the first nine-months of fiscal 2013 rose 7.8% to $421.9 million compared to $391.2 million during the corresponding period of the previous year.  Annualized net charge-offs as a percent of average net loans decreased from 14.4% during the prior year nine-month period to 14.0% for the first nine-months of fiscal 2013.

During the first nine-months of the fiscal year, the Company opened 49 new offices, purchased three offices and closed three nonperforming offices, resulting in a total of 1,186 offices at December 31, 2012.

About World Acceptance Corporation

World Acceptance Corporation is one of the largest small-loan consumer finance companies, operating 1,186 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.

Third 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 practical. Interested parties may participate in this call by dialing 1-888-364-3108, passcode 3428156.  A simulcast of the conference call is also available on the Internet at http://www.videonewswire.com/event.asp?id=91475.  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.

MORE

WRLD Reports Third Quarter Results

Page 3

January 30, 2013

World Acceptance Corporation

Consolidated Statements of Operations

(unaudited and in thousands, except per share amounts)

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
	2012		2011		2012		2011
Interest & fees	$	130,312	$	117,113	$	367,429	$	340,694
Insurance & other		19,328		18,833		54,445		50,547
Total revenues		149,640		135,946		421,874		391,241
Expenses:
Provision for loan losses		37,395		36,109		93,412		89,005
General and administrative expenses
Personnel		48,319		42,098		141,402		127,475
Occupancy & equipment		9,110		8,343		26,891		25,282
Advertising		6,535		5,854		11,981		11,336
Intangible amortization		329		415		1,037		1,282
Other		10,505		9,524		28,804		26,836
		74,798		66,234		210,115		192,211
Interest expense		4,404		3,338		12,396		10,669
Total expenses		116,597		105,681		315,923		291,885
Income before taxes		33,043		30,265		105,951		99,356
Income taxes		12,369		10,683		39,761		36,288
Net income	$	20,674	$	19,582	$	66,190	$	63,068
Diluted earnings per share	$	1.58	$	1.30	$	4.93	$	4.08
Diluted weighted average shares outstanding		13,100		15,120		13,431		15,454

Consolidated Balance Sheets

(unaudited and in thousands)

	December 31,			March 31,			December 31,
	2012			2012			2011
ASSETS
Cash	$	17,174		$	10,768		$	14,266
Gross loans receivable		1,183,706			972,723			1,066,078
Less: Unearned interest & fees		(324,731	)		(257,638	)		(287,849	)
Allowance for loan losses		(66,804	)		(54,507	)		(61,119	)
Loans receivable, net		792,171			660,578			717,110
Property and equipment, net		24,105			23,486			22,820
Deferred income taxes		28,248			18,474			20,632
Goodwill		5,896			5,691			5,634
Intangibles		4,661			5,479			5,725
Other assets		11,929			10,527			10,367
	$	884,184		$	735,003		$	796,554
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes payable		492,700			279,250			328,915
Income tax payable		5,190			11,528			5,443
Accounts payable and accrued expenses		26,786			25,350			22,685
Total liabilities		524,676			316,128			357,043
Shareholders' equity		359,508			418,875			439,511
	$	884,184		$	735,003		$	796,554

MORE

WRLD Reports Third Quarter Results

Page 4

January 30, 2013

Selected Consolidated Statistics

(dollars in thousands)

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2012			2011			2012			2011
Expenses as a percent of total revenues:
Provision for loan losses		25.0	%		26.6	%		22.1	%		22.7	%
General and administrative expenses		50.0	%		48.7	%		49.8	%		49.1	%
Interest expense		2.9	%		2.5	%		2.9	%		2.7	%
Average gross loans receivable	$	1,124,333		$	1,003,584		$	1,063,557		$	956,723
Average loans receivable	$	816,671		$	733,613		$	774,896		$	700,266
Loan volume	$	865,507		$	816,093		$	2,379,209		$	2,222,189
Net charge-offs as percent of average loans		15.6	%		15.9	%		14.0	%		14.4	%
Return on average assets (trailing 12 months)		13.0	%		13.4	%		13.0	%		13.4	%
Return on average equity (trailing 12 months)		26.0	%		22.8	%		26.0	%		22.8	%
Offices opened (closed) during the period, net		13			12			49			53
Offices open at end of period		1,186			1,120			1,186			1,120

END

EX-99.2

EXHIBIT 99.2

December 31, 2012

Quarterly Conference Call

Summary of Quarterly Results

Date: January 30, 2013

We are generally pleased with the financial results for the third quarter of fiscal 2013 as many of the positive trends that we have experienced during the last several years have continued into the current fiscal quarter and year. Demand for our loan products has remained strong and we have continued to experience improvement in our loan loss ratios. Net income for the quarter was $20.7 million, or $1.58 per diluted share compared to $19.6 million or $1.30 per share for the prior year quarter. This represents a 5.6% increase in net income and a 21.5% increase in diluted earnings per share when comparing the two quarterly periods. For the first nine months of fiscal 2013, net income was $66.2 million, or $4.93 per diluted share, representing a 5.0% and a 20.8% increase in net income and EPS, respectively, over the $63.1 million and $4.08 earned during the first nine months of fiscal 2012. The Company’s EPS continues to benefit from our ongoing share repurchase program. During the first nine months of fiscal 2013, we repurchased 2,017,677 shares of common stock on the open market at an aggregate purchase price of approximately $141.0 million. These repurchases, combined with the 2,181,045 shares repurchased during fiscal 2012, should be very accretive to per share earnings in the future. As of December 31, 2012 there was $34.4 million in remaining Board of Director authorization for current share repurchases. Since that date, the Company has repurchased 245,207 shares for an aggregate purchase price of $18.2 million.

As everyone is aware, the third fiscal quarter is one of the busiest lending periods of the year for the Company, primarily due to the holiday season. During the quarter we closed $865.5 million in gross loan volume, which was a 13.8% increase over the amount loaned during the second fiscal quarter and an 6.1% increase over the same quarter of the prior fiscal year. As a result, gross loans outstanding grew to $1.2 billion at December 31, 2012, an 11.0% increase over the $1.1 billion outstanding at December 31, 2011 and a 21.7% increase since the beginning of the fiscal year. Nine of our 13 states and Mexico had year over year growth of at least 9.0%. Also, as we have previously noted, we continue to see a slight shift in the mix in our loan portfolio. The percentage of loans outstanding that represents the larger loans has increased from 28.9% to 30.0% over the last twelve months. Additionally, the 11.0% year over year growth in loan balances resulted from a 3.7% increase in number of accounts and a 7.3% increase in average balances outstanding.

1

While acquisitions will always remain an important factor in the overall growth strategy of the Company, there has been only moderate purchase activity during the first three quarters of the fiscal year. Nine small offices consisting of 2,942 accounts and $1.6 million in gross loans were purchased. Of the nine, three became new office locations and six were merged into existing offices. For comparison purposes, during the first three quarters of fiscal 2012 the Company acquired 3,937 accounts and $3.1 million in gross loan balances in 20 separate offices, 19 of which were consolidated into existing locations.

We remained on track with the expansion of our branch network during the first nine months of the current fiscal. We began fiscal 2013 with 1,137 offices, opened 49, purchased 3 and closed 3, giving us a total of 1,186 offices at December 31, 2012. Six of the new offices opened during the current fiscal year were in Indiana, a new state for the Company. Our plan for the remainder of fiscal 2013 is to open 7 offices in the US and 10 in Mexico, which will give us 1,203 offices at March 31, 2013.

Total revenue for the quarter amounted $149.6 million, a 10.1% increase over the $136.0 million during the third quarter of the prior fiscal year. This resulted from a 11.3% increase in average net loans when comparing the two quarterly periods. As expected, interest and fee income during the quarter benefitted from the deferral of revenue recognition at the end of the second quarter due to the timing at the previous quarter end. This is evident from the quarter over prior year quarter increase in interest and fee income of 11.3% during the most recent quarter compared to the 4.8% increase for the second fiscal quarter. Total revenue for the nine months of fiscal 2013 was $421.9 million, a 7.8% increase over the $391.2 million during the same period of fiscal 2012. The Company has experienced an ongoing decrease in yields over the last several years due to the change in the loan mix among the various states combined with an increasing average balance per loan outstanding. Between fiscal 2007 and fiscal 2012, interest and fee income as a percent of average net loans has decreased by an average of 0.60% per year. This trend is likely to continue; however, the impact on earnings going forward should not be as dramatic as the reduction in yield because the larger loan portfolio generally has lower loss ratios as well as lower administrative costs to originate and service. Management is monitoring the overall impact to earnings caused by these changing dynamics and will attempt to make operational adjustments as appropriate. Revenues from the 1,063 offices open through out both quarterly periods increased by 7.3%.

2

As expected, the Company’s delinquencies remained stable through the end of third fiscal quarter. Accounts that were 61+ days past due decreased slightly from 3.0% to 2.9% on a recency basis and remained flat at 4.3% on a contractual basis when comparing the two quarter end statistics. Additionally, the charge-off ratios have continued to improve on a quarter over prior year quarter basis as it has over the previous 25 quarters. Net charge-offs to average net loans on an annualized basis declined to 15.6% during the current quarter from 15.9% during the third quarter of the prior fiscal year.

While the Company will remain focused on controlling operating expenses on an ongoing basis, we experienced an uptick in our general and administrative expense to revenue ratio during the third fiscal quarter. General and administrative expenses for the three months ended December 3, 2012 increased by $8.6 million, or 12.9% over the same quarter of fiscal 2012. Of the total increase, $2.0 million related to salary expense, the majority of which was attributable the 66 net new offices that were opened or acquired over the previous twelve months and normal merit increases to existing employees. Additionally, health insurance provided to employees increased by approximately $1.1 million when comparing the two quarterly periods due to rising health care costs. Incentives increased by approximately $1.4 million primarily due to the timing of certain estimate adjustments on the annual bonus accrual as well as an increase of approximately $500 thousand equity compensation. The majority of the equity compensation increase was due to the Compensation Committee’s decision to make a larger than normal equity grant to officers and Directors which a significant portion are performance based awards. The relative impact of this grant was not material during the quarter since the issuance of the grant was so late in the period; however, as was disclosed at the time of the grant, the impact on expenses related to this grant will be substantial over the next several years, depending upon managements’ ability to achieve certain aggressive predetermined performance goals. Overall, general and administrative expenses, when divided by average open offices, increased by 6.6% when comparing the two quarterly periods. The total general and administrative expenses when as a percent of total revenues was 50.0% for the current quarter compared to 48.7% for the prior year quarter.

3

We continue to be pleased with the ongoing progress being made in our Mexican operations. We have 110 offices open as of December 31, 2012. Seven offices have been opened and one was closed during the first nine months of the current fiscal year, with an additional 10 expected to be opened by the end of March. We now have approximately 122,000 accounts and approximately $71.8 million in gross loans outstanding, which represents a 6.6% increase in accounts and a 38.1% increase in ledger over the trailing twelve months. Net charge-offs were approximately $5.4 million during the first three quarters of the fiscal year, or 17.7% of average net loans on an annualized basis. This compares to 18.6% during the corresponding 9 month period of the prior fiscal year. The 61+ day delinquencies are 4.1% and 7.7% on a recency and contractual basis, respectively. This subsidiary had $4.5 million in pretax earnings (before intercompany allocations) for the first nine months of the current year versus $3.4 million for the prior year nine month period, which should only improve as we continue to grow our outstanding receivables in existing and new markets.

The Company’s trailing four quarter return on average assets of 13.0% and return on average equity of 26.0% continue their excellent historical trend as we complete the first three quarters of fiscal 2013.

Finally, there is very little that is new to report on either the regulatory or legislative front at either the state of federal level, other than an update on the ballot initiative in Missouri. This initiative failed to get on the ballot during the most recent election due to insufficient signatures; however, the same group has resubmitted the proposal to be on the ballot in the 2014 election.

4

This transcript contains various “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which 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.

5