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 28, 2009

WORLD ACCEPTANCE CORPORATION

(Exact name of registrant as specified in its charter)

South Carolina	0-19599	57-0425114
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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:

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

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

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

¨ 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 28, 2009, World Acceptance Corporation ("WRLD") issued a press release announcing financial information for its third fiscal quarter ended December 31, 2008.  The press release is attached as Exhibit 99.1 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 28, 2009

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 28, 2009
	By:	/s/ Kelly M. Malson
		Kelly M. Malson
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated January 28, 2009

EX-99.1

EXHIBIT 99.1

	NEWS RELEASE
	For Immediate Release

Contact:         Kelly M. Malson

Chief Financial Officer

(864) 298-9800

WORLD ACCEPTANCE CORPORATION REPORTS

THIRD QUARTER RESULTS

Continued Growth in Loans, Revenues and Net Income

GREENVILLE, S.C. (January 28, 2009) – World Acceptance Corporation (NASDAQ: WRLD) today reported an 11.0% increase in gross loan balances, a 13.2% increase in revenues, a 37.3% increase in net income and a 41.9% increase in diluted earnings per share for its third fiscal quarter ended December 31, 2008, compared with the corresponding quarter of the prior fiscal year.

Net income for the third quarter rose to $10.0 million, a 37.3% increase over the $7.3 million for the third quarter of fiscal 2008.  Diluted earnings per share increased 41.9% to $0.61 for the current quarter from $0.43 for the prior year quarter.

The third quarter net income benefited from the sale of the Company’s $10 million foreign exchange currency option that resulted in an after-tax gain of approximately $938,000.  In addition, in December the Company repurchased and cancelled $5 million par value of its 3% convertible subordinated debt, which resulted in an after-tax gain of $1.5 million.  During the quarter, the gains were offset by a $1.0 million loss (after taxes) associated with outstanding interest rate swaps.  Net income per dilutive share was increased by $0.08 due to the above mentioned items.

 “World Acceptance’s revenues benefited from continued growth in our loan portfolio and the contribution from offices opened and acquired since last year, a gain on the sale of a foreign currency option, and a gain on the extinguishment of debt,” stated Sandy McLean, CEO of World Acceptance Corporation.  “We continued to build market share as we added 85 net new offices during the first nine months of fiscal 2009.  The new offices, combined with organic growth in existing markets, contributed to our record gross loans outstanding of $736.2 million.  Loan demand continued strong in the third fiscal quarter.  We added $69.1 million in gross loans despite the continued softness in the economy.”

The provision for loan losses increased 27.0% to $29.5 million, up from $23.2 million in the third quarter of last year.  Net charge-offs as a percentage of average net loans increased to 19.6% on an annualized basis during the most recent quarter from 16.7% in the same quarter of last fiscal year.

“While loan losses for the quarter were higher than historical averages, they remain within a reasonable range in light of current economic conditions and we continue to monitor closely the loan portfolio given the current environment.  Based on the forecast for the continued softness in the economy, we do not expect to see our loss ratios improve in the fourth fiscal quarter,” continued Mr. McLean.

Total general and administrative expenses increased by 8.9% compared with the third quarter of last year.  The increase was due to higher expenses to support 92 net new offices opened or acquired since December 31, 2007.  Mr. McLean stated, “We are pleased that our growth rates for new loans, revenues and net income outpaced the growth rate in our general and administrative expenses.  Our cost control programs continued to have a positive effect in reducing general and administrative expenses as a percent of total revenues from 53.9% during the third quarter of the prior fiscal year to 51.9% in the current fiscal year.”

MORE

WRLD Reports Third Quarter Results

Page 2

January 28, 2009

Other key return ratios for the third quarter included a 7.3% return on average assets (annualized) and an annualized return on average equity of 15.5%.

Nine-Month Results

For the first nine months of the fiscal year, net income was $32.7 million, or $1.98 per diluted share, representing a 14.4% increase in net earnings and a 21.5% increase in earnings per share over the $28.6 million, or $1.63 per diluted share, for the prior year nine-month period.  Total revenues for the first nine-months of fiscal 2009 were $279.8 million, a 14.4% increase over the $244.6 million during the corresponding period of the previous year.  Net charge-offs increased $14.8 million compared to the prior year first nine-months.  Net charge-offs as a percentage of average net loans on an annualized basis were 17.1% compared to 15.0% during the prior year nine-month period.

During the first nine months of the fiscal year, the Company opened 77 offices, acquired 11 offices and closed three offices, resulting in a total of 923 offices at December 31, 2008.

About World Acceptance Corporation

World Acceptance Corporation is one of the largest small-loan consumer finance companies, operating 923 offices in eleven 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.  Interested parties may participate in this call by dialing 1-877-741-4245, passcode 7111294. A simulcast of the conference call is also available at http://tinyurl.com/94juse or www.streetevents.com.  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 changes in the timing and amount of revenues that may be recognized by the Company, changes in current revenue and expense trends (including trends affecting charge-offs), changes in the Company’s markets, changes to the regulatory environment and changes in the economy (particular 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 Third Quarter Results

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January 28, 2009

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,
	2008		2007		2008		2007
Interest & fees	$	84,881	$	75,208	$	241,284	$	210,303
Insurance & other		14,775		12,835		38,514		34,327
Total revenues		99,656		88,043		279,798		244,630
Expenses:
Provision for loan losses		29,490		23,224		70,654		55,856
General and administrative expenses
Personnel		31,700		29,280		96,216		86,028
Occupancy & equipment		6,491		5,555		19,023		15,856
Data processing		573		344		1,743		1,533
Advertising		5,087		6,023		10,329		10,753
Intangible amortization		621		622		1,845		1,875
Other		7,244		5,646		19,730		15,547
		51,716		47,470		148,886		131,592
Interest expense		2,787		3,338		8,016		8,606
Total expenses		83,993		74,032		227,556		196,054
Income before taxes		15,663		14,011		52,242		48,576
Income taxes		5,659		6,723		19,523		19,972
Net income	$	10,004	$	7,288	$	32,719	$	28,604
Diluted earnings per share	$	0.61	$	0.43	$	1.98	$	1.63
Diluted weighted average shares outstanding		16,342		17,148		16,543		17,511

Consolidated Balance Sheets

 (unaudited and in thousands)

	December 31,			March 31,			December 31,
	2008			2008			2007
ASSETS
Cash	$	7,139		$	7,590		$	7,728
Gross loans receivable		736,234			599,509			663,217
Less: Unearned interest & fees		(194,872	)		(154,418	)		(175,152	)
Allowance for loan losses		(42,575	)		(33,526	)		(36,790	)
Loans receivable, net		498,787			411,565			451,275
Property and equipment, net		23,069			18,654			17,835
Deferred taxes		18,927			22,133			20,825
Income taxes receivable		1,714			-			-
Goodwill		5,584			5,353			5,353
Intangibles		9,513			9,997			10,510
Other assets		9,629			10,818			8,994
	$	574,362		$	486,110		$	522,520
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes payable		290,350			214,900			273,450
Income taxes payable		-			18,039			3,504
Accounts payable and accrued expenses		22,734			18,866			17,528
Total liabilities		313,084			251,805			294,482
Shareholders' equity		261,278			234,305			228,038
	$	574,362		$	486,110		$	522,520

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WRLD  Reports Third Quarter Results

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January 28, 2009

Selected Consolidated Statistics

(dollars in thousands)

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2008			2007			2008			2007
Expenses as a percent of total revenues:
Provision for loan losses		29.6	%		26.4	%		25.3	%		22.8	%
General and administrative expenses		51.9	%		53.9	%		53.2	%		53.8	%
Interest expense		2.8	%		3.8	%		2.9	%		3.5	%
Average gross loans receivable	$	689,267		$	608,862		$	652,846		$	566,563
Average loans receivable	$	507,965		$	448,934		$	481,807		$	419,050
Loan volume	$	571,975		$	528,664		$	1,517,431		$	1,362,414
Net charge-offs as percent of average loans		19.6	%		16.7	%		17.1	%		15.0	%
Return on average assets		7.3	%		5.9	%		8.3	%		8.3	%
Return on average equity		15.5	%		13.1	%		17.4	%		17.1	%
Offices opened (closed) during the period, net		16			14			85			99
Offices open at end of period		923			831			923			831

END