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) July 25, 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 2.02Results of Operations and Financial Condition; and

Item 7.01Regulation FD Disclosure.

On July 25, 2013, World Acceptance Corporation ("WRLD") issued a press release announcing financial information for its first quarter ended June 30, 2013.  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 July 25, 2013, World Acceptance Corporation senior management held a conference call to discuss the results of its first quarter ended June 30, 2013.  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 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press release issued July 25, 2013
99.2	Prepared script of Chairman and Chief Executive Officer’s and remarks for July 25, 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:  July 25, 2013
	By:	/s/ Kelly M. Malson
		Kelly M. Malson
		SeniorVice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated July 25, 2013
99.2	Prepared script of Chief Executive Officer and Chairman’s remarks for July 25, 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

 RECORD FIRST QUARTER

First Quarter Earnings per Diluted Share Up 14.7% to a Record $1.87

GREENVILLE, S.C. (July 25, 2013) - World Acceptance Corporation (NASDAQ: WRLD) today reported record financial results for its first fiscal quarter ended June 30, 2013.

Net income for the first quarter rose 2.2% to $23.1 million compared with $22.6 million for the same quarter of the prior year.  Net income per diluted share increased 14.7% to $1.87 from $1.63 when comparing the two quarterly periods.

“World Acceptance’s financial results reached record levels in the first quarter. Our net income per dilutive share benefitted from our ongoing share repurchase program,” stated Sandy McLean, CEO. In the first quarter, the Company repurchased approximately 413,000 shares. Combined with the 2.6 million shares repurchased during fiscal 2013, the Company has reduced its weighted average diluted shares outstanding by 11.2% when comparing the two quarterly periods.

Total revenues increased to $145.3 million in the first quarter of fiscal 2014, a 9.4% increase over the $132.8 million reported in the first quarter last year.  Interest and fee income increased 11.0%, from $115.3 million to $128.0 million in the first quarter of fiscal 2014 due to continued growth in loan volume and expansion of offices.  Insurance and other income was down 1.4% to $17.3 million in the first quarter of fiscal 2014 compared with $17.5 million in the first quarter of fiscal 2013.

The provision for loan losses rose 21.5% to $28.7 million in the first quarter of fiscal 2014 compared to the prior year first quarter. Annualized net charge-offs as a percent of average net loans were 13.5% for the three month period ended June 30, 2013, compared with 12.2% for the first quarter of last fiscal year. “Although this is our second consecutive quarter with increased charge-off ratios, we remain focused on managing our credit risks as this is a key driver of our earnings,” continued Mr. McLean.

Gross loans outstanding increased 9.6% to $1.1 billion at June 30, 2013, up from $1.0 billion at June 30, 2012.

Total general and administrative expenses as a percent of revenue decreased slightly to 51.8% compared with 52.1% during the first quarter of the prior fiscal year.

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WRLD Reports Record First Quarter

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July 25, 2013

Key return ratios for the first quarter included a 12.7% return on average assets and a 28.1% return on average equity for a trailing 12 month period ended June 30, 2013.  The Company opened seven new offices, purchased one new office and merged one office into an existing location during the first fiscal quarter.

Mr. McLean also stated, “On July 22, 2013, NASDAQ notified the Company that with the filing of the Company’s Form 10-K/A for the period ended March 31, 2013, the Staff had determined that the Company was now back in compliance with NASDAQ rules.”

About World Acceptance Corporation

World Acceptance Corporation is one of the largest small-loan consumer finance companies, operating 1,210 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.

First 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.  Interested parties may participate in this call by dialing 1-888-417-8516, pass code 6361182.  A simulcast of the conference call is also available on the Internet athttp://www.videonewswire.com/event.asp?id=94727.  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 27A of the Securities Exchange Act of 1934, as amended, that represent the Company’s expectations or beliefs concerning future events.  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:  the continuation or worsening of adverse conditions in the global and domestic credit markets and uncertainties regarding, or the impact of governmental responses to those conditions; changes in interest rates; risks inherent in making loans, including repayment risks and value of collateral, which risks may increase in light of adverse or recessionary economic conditions; recently-enacted or proposed legislation; 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).  Such factors are discussed in greater detail in the Company’s filings with the Securities and Exchange Commission.  World Acceptance Corporation is 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 Record First Quarter

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July 25, 2013

World Acceptance Corporation

Condensed Consolidated Statements of Operations

(unaudited and in thousands, except per share amounts)

	Three Months Ended
	June 30,
	2013		2012
Interest & fees	$	127,978	$	115,299
Insurance & other		17,287		17,537
Total revenues		145,265		132,836
Expenses:
Provision for loan losses		28,703		23,615
General and administrative expenses
Personnel		53,310		48,413
Occupancy & equipment		9,379		8,643
Advertising		2,723		2,645
Intangible amortization		312		369
Other		9,513		9,089
		75,237		69,159
Interest expense		4,676		3,926
Total expenses		108,616		96,700
Income before taxes		36,649		36,136
Income taxes		13,537		13,521
Net income	$	23,112	$	22,615
Diluted earnings per share	$	1.87	$	1.63
Weighted average shares outstanding (diluted)		12,343		13,902

Condensed Consolidated Balance Sheets

(unaudited and in thousands)

	June 30,			March 31,			June 30,
	2013			2013			2012
ASSETS
Cash	$	11,399		$	11,625		$	12,875
Gross loans receivable		1,125,261			1,067,052			1,027,165
Less: Unearned interest & fees		(306,769	)		(284,956	)		(277,418	)
Allowance for loan losses		(61,631	)		(59,981	)		(55,670	)
Loans receivable, net		756,861			722,115			694,077
Property and equipment, net		23,665			23,935			23,816
Deferred tax benefit		30,340			29,416			18,632
Goodwill		5,967			5,896			5,691
Intangibles		4,496			4,625			5,133
Other assets		10,805			11,713			10,656
	$	843,533		$	809,325		$	770,880
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes payable		448,950			400,250			353,600
Income tax payable		14,959			13,942			12,832
Accounts payable and accrued expenses		25,453			28,737			22,588
Total liabilities		489,362			442,929			389,020
Shareholders' equity		354,171			366,396			381,860
	$	843,533		$	809,325		$	770,880

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WRLD Reports Record First Quarter

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July 25, 2013

Selected Consolidated Statistics

(dollars in thousands)

	Three Months Ended
	June 30,
	2013			2012
Expenses as a percent of total revenues:
Provision for loan losses		19.8	%		17.8	%
General and administrative expenses		51.8	%		52.1	%
Interest expense		3.2	%		3.0	%
Average gross loans receivable	$	1,093,242		$	1,000,056
Average loans receivable	$	797,374		$	732,181
Loan volume	$	782,099		$	752,993
Net charge-offs as percent of average loans		13.5	%		12.2	%
Return on average assets (trailing 12 months)		12.7	%		13.8	%
Return on average equity (trailing 12 months)		28.1	%		24.9	%
Offices opened (closed) during the period, net		7			8
Offices open at end of period		1210			1145

END

EX-99.2

EXHIBIT 99.2

June 30, 2013

Quarterly Conference Call

Summary of Quarterly Results

Date: July 25, 2013

We are pleased to report the results for the first quarter of fiscal 2014 once again reached record levels. Net income for the quarter was $23.1 million, or $1.87 per diluted share compared to $22.6 million or $1.63 per share for the prior year quarter. This represents a 2.2% increase in net income and a 14.7% increase in diluted earnings per share when comparing the two quarterly periods. The Company’s EPS continues to benefit from our ongoing share repurchase program. During first quarter of fiscal 2014, we repurchased approximately 413,000 shares of common stock on the open market at an aggregate purchase price of approximately $37.7 million. These repurchases, combined with the 2.6 million shares repurchased during fiscal 2013, have been and should continue to be very accretive to per share earnings in the future.

Gross loans amounted to $1.13 billion at June 30, 2013, a 9.6% increase over the $1.03 billion outstanding at June 30, 2012 and a 5.5% increase since the beginning of the fiscal year. The mix in our loan portfolio shifted slightly over the past 12 months and at June 30, 2013 consisted of 67.1% small loans, 31.7% larger loans and 1.2% sales finance. This compared to 67.7%, 31.0% and 1.3% at June 30, 2012. Additionally, the overall 9.6% growth in loan balances resulted from a 3.5% increase in customers and a 6.1% increase in average balances outstanding.

Acquisitions will continue to be important in our overall growth strategy; however, it has become less of a factor over the last several years. The Company purchased five loan portfolios during the first fiscal quarter consisting of $814,000 in gross loans, compared to one acquisition during the first quarter of fiscal 2013.

The expansion of our branch network during the first fiscal quarter was in line with our projections. We began fiscal 2014 with 1,203 offices, opened 7, acquired 1 and merged 1, giving us a total of 1,210 offices at June 30, 2013. Our plans for fiscal 2014 are to open 60 offices in the US and 16 in Mexico, plus evaluate acquisitions as opportunities arise.

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Total revenue for the quarter amounted $145.3 million, a 9.4% increase over the $132.8 million during the first quarter of the prior fiscal year, which is in line with our loan growth on a quarter over quarter basis. Revenues from the 1,132 offices open throughout both quarterly periods increased by 7.9%.

The apparent trend in our delinquencies and charge-offs is a primary concern as we complete the first quarter of fiscal 2014. Accounts that were 61 days or more past due increased to 2.8% on a recency basis and to 4.2% on a contractual basis at the end of the current quarter, compared to 2.6% and 3.8%, respectively, at June 30, 2012. Net charge-offs as a percentage of average net loans on an annualized basis increased from 12.2% to 13.5% when comparing the two quarterly periods. After 15 straight quarters of year over year declines in our quarterly net charge-offs, this is the second consecutive quarter where this ratio has increased. During the last 11 years, we have had three first quarters with charge-off ratios at or above the current level, so we are not at unprecedented levels. We remain focused on monitoring past due accounts in order to reduce the level of future delinquencies and charge-offs.

General and administrative expenses amounted to $75.2 million in the first fiscal quarter, an 8.8% increase over the $69.2 million in the same quarter of the prior fiscal year. As a percentage of revenues, our G&A decreased from 52.1% during the first quarter of fiscal 2013 to 51.8% during the current quarter. Our G&A per average open office increased by 2.9% when comparing the two fiscal quarters.

We continue to be very pleased with the progress being made in our Mexican operations. We have 121 offices open as of June 30, 2013; we opened 3 and closed one during the quarter. We now have approximately 134,000 accounts and approximately $91.3 million in gross loans outstanding. This represents a 12.5% increase in accounts and a 45.6% increase in ledger over the last year. Revenues in Mexico grew by 36.8% in US dollars when comparing the two quarters. Net charge-offs as a percent of average net loans on an annualized basis, decreased from 16.2% to 14.1% when comparing the two quarters. Additionally, our 61 day delinquencies are 6.0% and 3.2% on a recency and contractual basis respectively, a decline from 7.3% and 4.5%, respectively, as of the end of the prior year first quarter. As expected, this subsidiary is beginning to generate enhanced profits. During the current quarter, excluding intercompany charges, pretax earnings amounted to $2.8 million, a 130.8% increase over the $1.2 million in pretax earnings during the first quarter fiscal 2013. As of June 30, 2013 and for the quarter then ended, our Mexican subsidiary has grown to a significant part of our consolidated operations. It now represents 10% of our branch office network, 8.1% of our gross loans outstanding, 8.7% of our first quarter revenue and 7.8% of our pretax earnings. This profitability should continue to improve as we grow our outstanding receivables in our existing offices.

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The Company’s return on average assets of 12.7% and return on average equity of 28.1% on a trailing 12 month basis continued their excellent historical trend during the first quarter fiscal 2014.

From a regulatory and legislative standpoint, the Company’s greatest risk factor, there was very little activity during the first fiscal quarter. As previously disclosed, there have been several positive legislative actions taken by certain states in recent months. Additionally, the ballot initiative in Missouri remains a concern, but the Company does not consider it a major threat at the present time. At the federal level, Richard Cordray was recently confirmed by the Senate as the official Director of the CFPB.  This should not be considered a major setback, as the Company has been operating under the assumption that he would be confirmed at some point and he has not, to date, indicated any particular issues with the installment lending industry.

Finally, I want to explain the delay in filing our Annual Report on Form 10K. As a result of certain internal reviews by the Company’s auditors and management during the year-end audit, it was determined that the Company’s documentation of the process it follows in evaluating the allowance was not adequate to support its conclusion that the allowance for loan losses was sufficient to cover the anticipated losses in the loan portfolio at the end of the fiscal period. The primary issue involved the impact of renewals (including those that did not meet the 10% cash flow threshold as required by accounting guidelines to qualify as a new loan) on the timing of subsequent charge-offs and the impact on the allowance. As a result, it was determined that the Company did not have a control to assess less than 10% renewals and had difficulty proving that they did not materially affect the allowance. Ultimately, a conclusion was reached that the financials, as previously reported, were materially correct and the amended 10-K and the audited financials included in it did not reflect any changes from the Company’s previously reported financials; however, it was determined that the combination of the deficiencies discussed above in documentation and control regarding the allowance constituted a material weakness in the Company’s internal control over financial reporting, as discussed in the amended 10-K.  As also discussed in the amended 10-K, the Company has begun and will continue to implement policies and procedures to address this identified material weakness. Importantly, this material weakness has no impact on the collectability of our loan portfolio. Our business model remains as it has been for the last 50 years with improvements over time. We remain confident of our future prospects and subject to the observance of blackout periods and other criteria we consider in evaluating share repurchases, we intend to resume our share repurchase program.

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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; the impact of changes in accounting rules and regulations, or their interpretation or application, which could materially and adversely affect the Company’s reported financial statements or necessitate material delays or changes in the issuance of the Company’s audited financial statements; the Company's assessment of its internal control over financial reporting, and the timing and effectiveness of the Company's efforts to remediate any reported material weakness in its internal control over financial reporting, which could lead to the Company to report further or unremediated material weaknesses in its internal control over financial reporting: changes in interest rates; 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, as amended, 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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