8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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, 2014

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)	(I.R.S. 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:

⃞ 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, 2014, World Acceptance Corporation ("WRLD") issued a press release announcing financial information for its third quarter ended December 31, 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 January 28, 2014, World Acceptance Corporation senior management held a conference call to discuss the results of its third quarter ended December 31, 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 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

            Exhibit Number                               Description of Exhibit
            99.1                                                   Press release issued January 28, 2014
            99.2                                                   Prepared script of Chairman and Chief Executive Officer’s and remarks for January 28 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 28, 2014
		By:	/s/ John Calmes
			John Calmes
			Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated January 28, 2014
99.2	Prepared script of Chief Executive Officer and Chairman’s remarks for January 28, 2014 conference call

EX-99.1

Exhibit 99.1

World Acceptance Corporation Reports Improved Third Quarter Results

GREENVILLE, S.C.--(BUSINESS WIRE)--January 28, 2014--World Acceptance Corporation (NASDAQ: WRLD) today reported improved financial results for its third fiscal quarter and nine months ended December 31, 2013.

Net income for the third quarter increased 11.0% to $23.0 million compared to $20.7 million for the same quarter of the prior year. Net income per diluted share increased 25.3% to $1.98 in the third quarter of fiscal 2014 compared to $1.58 in the prior year quarter. Total revenues increased to $160.5 million in the third quarter of fiscal 2014, a 7.3% increase over the $149.6 million reported in the third quarter last year.

Sandy McLean, CEO, stated, “The results for our third fiscal quarter were positively affected by increased interest and fee income resulting from the state law changes in Texas, Georgia, and Indiana, reversals of long-term incentive accruals due to the departure of the Company’s COO during the quarter, as well as a leveling off of the Company’s charge-off ratios.” Additionally, “The Company’s growth in earnings per share has benefitted from our ongoing share repurchase program during the past year. We continue to use our excellent cash flow and strong financial position to fund our loan growth while repurchasing shares.” In the first nine months of fiscal 2014, the Company repurchased approximately 1,352,000 shares for $122.0 million. Combined with the 2.6 million shares repurchased during fiscal 2013, the Company reduced its weighted average diluted shares outstanding by 10.9% when comparing the two nine-month periods.

Gross loans rose to $1.26 billion at December 31, 2013, a 6.8% increase over the $1.18 billion outstanding at December 31, 2012, an 18.5% increase since the beginning of the fiscal year. The third quarter’s growth rate in loans was similar to the second quarter’s growth rate, but was lower than growth rates in prior quarters due to lower loan demand from our US operations during the past two quarters.

Interest and fee income increased 9.1% to $142.2 million in the third quarter of fiscal 2014 from $130.3 million in the third quarter of fiscal 2013 due to continued growth in loan volume and expansion of offices. Insurance and other income decreased by 5.4% to $18.3 million in the third quarter of fiscal 2014 compared with $19.3 million in the third quarter of fiscal 2013.

The net charge-off rate for the third quarter of fiscal 2014 increased slightly as a percent of net loans on an annualized basis from 15.6% for the three months ended December 31, 2012 to 15.7% for the three months ended December 31, 2013. Mr. McLean stated, “Net charge-offs as a percentage of average net loans on an annualized basis were more in line with historical levels than we have seen over the last two quarters.” Accounts contractually delinquent 61+ days increased from 4.3% at December 31, 2012 to 5.0% at December 31, 2013. The provision for loan losses rose 10.0% to $41.1 million in the third quarter of fiscal 2014 compared to the third quarter of fiscal 2013.

The Company’s general and administrative expenses increased by 3.3% compared with the third quarter of the prior year due primarily to new offices opened during fiscal 2014. The Company opened 45 new offices, purchased one new office and merged one office during the first nine-months of the fiscal year, resulting in a total of 1,248 offices at December 31, 2013. General and administrative expenses as a percent of total revenues decreased from 50.0% in the prior year quarter to 48.2% during the current fiscal quarter. General and administrative expenses for the current quarter include the reversal of $2.9 million (pre-tax) of accrued compensation related expense due to the resignation of the Company’s previous COO. The Company’s third quarter effective income tax rate decreased slightly to 37.2% compared with 37.4% in the prior year’s third quarter.

Other key return ratios for the third quarter included a 12.1% return on average assets and a return on average equity of 30.0% (both on a trailing 12-month basis).

Nine-Month Results

For the first nine-months of the fiscal year, net income increased 2.2% to $67.6 million compared to $66.2 million for the nine-months ended December 31, 2012. Fully diluted net income per share rose 14.6% to $5.65 for the first nine-months of fiscal 2014 compared to $4.93 for the first nine-months of fiscal 2013.

Total revenues for the first nine-months of fiscal 2014 rose 8.0% to $455.7 million compared to $421.9 million during the corresponding period of the previous year. Annualized net charge-offs as a percent of average net loans increased from 14.0% during the first nine-months of fiscal 2013 to 14.9% for the first nine-months of fiscal 2014.

About World Acceptance Corporation

World Acceptance Corporation is one of the largest small-loan consumer finance companies, operating 1,248 offices in 14 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 practicable. Interested parties may participate in this call by dialing 1-888-576-4387, passcode 6726958. A simulcast of the conference call is also available on the Internet at http://www.videonewswire.com/event.asp?id=97831. 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; 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; 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/A 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.

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,
				2013		2012		2013		2012
Interest & fees			$	142,213		130,312		403,202		367,429
Insurance & other				18,280		19,328		52,520		54,445
	Total revenues			160,493		149,640		455,722		421,874
Expenses:
	Provision for loan losses			41,116		37,395		108,007		93,412
	General and administrative expenses
		Personnel		49,393		48,319		151,837		141,402
		Occupancy & equipment		9,702		9,110		28,774		26,891
		Advertising		7,317		6,535		13,089		11,981
		Intangible amortization		245		329		822		1,037
		Other		10,641		10,505		30,001		28,804
				77,298		74,798		224,523		210,115
	Interest expense			5,546		4,404		15,503		12,396
		Total expenses		123,960		116,597		348,033		315,923
Income before taxes				36,533		33,043		107,689		105,951
Income taxes				13,579		12,369		40,058		39,761
Net income			$	22,954		20,674		67,631		66,190
Diluted earnings per share			$	1.98		1.58		5.65		4.93
Diluted weighted average shares outstanding				11,593		13,100		11,970		13,431
Consolidated Balance Sheets
(unaudited and in thousands)
						December 31,		March 31,		December 31,
						2013		2013		2012
		ASSETS
Cash					$	19,388		11,625		17,174
Gross loans receivable						1,264,058		1,067,052		1,183,706
	Less: Unearned interest & fees					(347,333	)	(284,956	)	(324,731	)
	Allowance for loan losses					(74,602	)	(59,981	)	(66,804	)
		Loans receivable, net				842,123		722,115		792,171
Property and equipment, net						24,449		23,935		24,105
Deferred income taxes						39,109		29,416		28,248
Goodwill						5,967		5,896		5,896
Intangibles						4,013		4,625		4,661
Other assets						11,962		11,713		11,929
					$	947,011		809,325		884,184
		LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
	Notes payable					583,250		400,250		492,700
	Income tax payable					6,545		13,942		5,190
	Accounts payable and accrued expenses					28,646		28,737		26,786
		Total liabilities				618,441		442,929		524,676
Shareholders' equity						328,570		366,396		359,508
					$	947,011		809,325		884,184

Selected Consolidated Statistics
(dollars in thousands)
		Three Months Ended						Nine Months Ended
		December 31,						December 31,
		2013			2012			2013			2012
Expenses as a percent of total revenues:
	Provision for loan losses		25.6	%		25.0	%		23.7	%		22.1	%
	General and administrative expenses		48.2	%		50.0	%		49.3	%		49.8	%
	Interest expense		3.5	%		2.9	%		3.4	%		2.9	%
Average gross loans receivable		$	1,202,204		$	1,124,333		$	1,149,554		$	1,063,557
Average loans receivable		$	869,542		$	816,671		$	834,004		$	774,896
Loan volume		$	863,332		$	865,507		$	2,418,975		$	2,379,209
Net charge-offs as percent of average loans			15.7	%		15.6	%		14.9	%		14.0	%
Return on average assets (trailing 12 months)			12.1	%		13.0	%		12.1	%		13.0	%
Return on average equity (trailing 12 months)			30.0	%		26.0	%		30.0	%		26.0	%
Offices opened (closed) during the period, net			18			13			45			49
Offices open at end of period			1,248			1,186			1,248			1,186

CONTACT:
World Acceptance Corporation
John Calmes, 864-298-9800
Chief Financial Officer

EX-99.2

Exhibit 99.2

December 31, 2013
Quarterly Conference Call
Summary of Quarterly Results

Date: January 28, 2014

Net income for the quarter was $23.0 million, or $1.98 per diluted share compared to $20.7 million or $1.58 per share for the prior year third quarter. This represents an 11.0% increase in net income and a 25.3% increase in diluted earnings per share when comparing the two quarterly periods. For the first nine months of fiscal 2014, net income was $67.6 million, or $5.65 per diluted share, representing a 2.2% and a 14.6% increase in net income and EPS, respectively. The Company’s EPS continues to benefit from our ongoing share repurchase program. During the first nine months of fiscal 2014, we repurchased 1,351,699 shares of common stock on the open market at an aggregate purchase price of approximately $122.0 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. At December 31, 2013, there remained approximately $20 million in Board repurchase authorizations, and subject to the observance of blackout periods and other criteria we consider in evaluating share repurchases, we intend to continue our share repurchase program.

Gross loans amounted to $1.26 billion at December 31, 2013, a 6.8% increase over the $1.18 billion outstanding at December 31, 2012 and an 18.5% increase since the beginning of the fiscal year. The 6.8% growth in loans is similar to the loan growth reported at the end of the second quarter primarily due to a reduction in demand in our US operations. The number of loans to first time borrowers in the US was approximately 247,000 during the first nine months, a 5.7% decrease from the approximately 262,000 during the same period of the prior fiscal year. The mix in our loan portfolio has also continued to shift over the past 12 months and at December 31, 2013 consisted of 63.6% small loans, 35.2% larger loans and 1.2% sales finance. This compared to 67.3%, 31.3% and 1.4% at December 31, 2012. Additionally, the overall 6.8% growth in loan balances resulted from a 1.0% increase in accounts and a 5.8% increase in average balance per loan outstanding.

1

While acquisitions have become less significant part of our overall growth strategy, the Company purchased six loan portfolios and one small office during the first nine months of fiscal 2014 consisting of $1.0 million in gross loans. This was very similar to the acquisition activity during the first nine months of fiscal 2013, which consisted of 15 transactions and $1.6 million in gross loans.

The expansion of our branch network during the first nine months of the fiscal year was in line with our projections. We began fiscal 2014 with 1,203 offices, opened 45, acquired 1 and merged 1, giving us a total of 1,248 offices at December 31, 2013. We expect to end fiscal 2014 with 1,275 offices, including 1,141 offices in the US and 134 offices in Mexico.

Total revenue for the quarter amounted $160.5 million, a 7.3% increase over the $149.6 million during the third quarter of the prior fiscal year, which exceeded our growth in loans on a quarter over quarter basis, primarily as a result of the law changes in Texas, Georgia, and Indiana, which took place at the end of the second quarter. Revenues for the first nine months of fiscal 2014 were $455.7 million, an 8.0% increase over the prior year period. Revenues from the 1,132 offices open throughout both nine month periods increased by 6.1%.

Delinquencies and charge-offs will always be a primary concern of the Company. Accounts that were 61 days or more past due increased to 3.2% on a recency basis and to 5.0% on a contractual basis at the end of the current quarter, compared to 2.9% and 4.3%, respectively, at December 31, 2012. Net charge-offs as a percentage of average net loans on an annualized basis increased from 15.6% to 15.7% when comparing the two quarterly periods. This is more in line with historical levels than we have seen over the last two quarters.

General and administrative expenses amounted to $77.3 million in the third fiscal quarter, a 3.3% increase over the $74.8 million in the same quarter of the prior fiscal year. As a percentage of revenues, our G&A decreased from 50.0% during the third quarter of fiscal 2013 to 48.2% during the current quarter. This decrease was partially due to the reversal of long term equity incentive accruals resulting from the resignation of the President / COO during the quarter.  Our average G&A per open office decreased by 1.6% when comparing the two fiscal quarters.

2

We continue to be very pleased with the progress being made in our Mexican operations. We have 122 offices open as of December 31, 2013; we opened 4 and merged one during the first nine months of fiscal 2014. We now have approximately 137,000 accounts and approximately $93.9 million in gross loans outstanding. This represents a 12.3% increase in accounts and a 30.9% increase in ledger over the last year. Revenues in Mexico grew by 18.2% in US dollars when comparing the two quarterly periods. Net charge-offs as a percent of average net loans on an annualized basis increased from 17.8% to 18.8% when comparing the two quarters. Additionally, our 61+ day delinquencies are 4.0% and 10.1% on a recency and contractual basis, respectively, a change from 4.1% and 7.7%, respectively, as of the end of the prior year third quarter. As we have seen over the last several quarters, this subsidiary is beginning to generate enhanced profits. During the current nine month period, excluding intercompany charges, pretax earnings amounted to $8.4 million, an 86.7% increase over the $4.5 million in pretax earnings during the first nine months fiscal 2013. At December 31, 2013, Mexico represents 9.8% of our branch office network, 7.4% of our gross loans outstanding, 8.3% of our first nine month revenue and 7.5% of our net earnings. This profitability should continue to improve as we grow our outstanding receivables in our existing offices.

The Company’s return on average assets of 12.1% and return on average equity of 30.0% on a trailing 12 month basis continued their excellent historical trend during the first nine months fiscal 2014.

From the standpoint of regulatory and legislative change, which, the Company believes is its greatest risk factor, there was very little activity during the third fiscal quarter.

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/A, 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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