8-K

UNITED STATESSECURITIES 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 22, 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)	(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:

⃞ 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 July 22, 2014, World Acceptance Corporation ("WRLD") issued a press release announcing financial information for its first quarter ended June 30, 2014.  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 22, 2014, World Acceptance Corporation senior management held a conference call to discuss the results of its first quarter ended June 30, 2014.  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 July 22, 2014
	99.2	Prepared script of Chairman and Chief Executive Officer’s and remarks for July 22 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 22, 2014
		By:	/s/ John Calmes
			John Calmes
			Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated July 22, 2014
99.2	Prepared script of Chief Executive Officer and Chairman's remarks for July 22, 2014 conference call

EX-99.1

Exhibit 99.1

World Acceptance Corporation Reports First Quarter Results

First Quarter Earnings per Diluted Share Up 17.1% to $2.19

GREENVILLE, S.C.--(BUSINESS WIRE)--July 22, 2014--World Acceptance Corporation (NASDAQ: WRLD) today reported financial results for its first fiscal quarter ended June 30, 2014.

Net income for the first quarter decreased 2.4% to $22.6 million compared with $23.1 million for the same quarter of the prior year. Net income per diluted share increased 17.1% to $2.19 on 10.3 million average weighted shares outstanding in the first quarter of fiscal 2015 compared with $1.87 on 12.3 million average weighted shares outstanding in the first quarter of fiscal 2014.

The Company repurchased approximately 635,999 shares in the first quarter of 2015. Combined with the 2.1 million shares repurchased during fiscal 2014, the Company has reduced its weighted average diluted shares outstanding by 16.6% when comparing the two first quarter periods. There were approximately $9.6 million shares outstanding at June 30, 2014.

Total revenues increased to $150.3 million in the first quarter of fiscal 2015, a 3.5% increase over the $145.3 million reported in the first quarter last year. Interest and fee income increased 5.0%, from $128.0 million to $134.4 million in the first quarter of fiscal 2015 due to continued growth in loans outstanding. Insurance and other income decreased by 8.0% to $15.9 million in the first quarter of fiscal 2015 compared with $17.3 million in the first quarter of fiscal 2014. The decrease was related to a $750,000 decrease in other income and a $640,000 decrease in insurance revenue compared with the first quarter of fiscal 2014.

The provision for loan losses rose 7.6% to $30.9 million in the first quarter of fiscal 2015 compared with average net loan growth of 4.0%. Gross loans outstanding increased 3.5% to $1.2 billion at June 30, 2014, up from $1.1 billion at June 30, 2013. The increase in the provision exceeded the increase in loans outstanding due to a higher level of loans 90 days past due, partially offset by a decrease in net charge-offs for the quarter.

The charge-off ratio improved on a quarter over quarter basis. Annualized net charge-offs as a percent of net loans were 12.7% for the three month period ended June 30, 2014 compared to 13.5% during the prior year quarter.

Total general and administrative expenses as a percent of revenue decreased slightly to 51.7% compared with 51.8% during the first quarter of the prior fiscal year.

Key return ratios for the first quarter included a 12.1% return on average assets and a 32.6% return on average equity for a trailing 12 month period ended June 30, 2014. The Company opened 5 new offices and merged 5 offices into an existing location during the first fiscal quarter.

About World Acceptance Corporation

World Acceptance Corporation is one of the largest small-loan consumer finance companies, operating 1,271 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.

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. 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. A simulcast of the conference call will be available on the Internet at http://www.videonewswire.com/event.asp?id=100030. 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,” ”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, including, but not limited to, the Consumer Financial Protection Bureau (the “CFPB”), having jurisdiction over the Company’s business or consumer financial transactions generically; the unpredictable nature of regulatory proceedings and litigation; and any determinations, findings, claims or actions made or taken by the CFPB, other regulators or third parties in connection with or resulting from the previously disclosed civil investigative demand from the CFPB that assert or establish that the Company’s lending practices or other aspects of its business violate applicable laws or regulations; 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); and changes in the Company’s markets and general changes in the economy (particularly in the markets served by the Company). 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 for the fiscal year ended March 31, 2014 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
Condensed Consolidated Statements of Operations
(unaudited and in thousands, except per share amounts)
							Three Months Ended
							June 30,
							2014			2013
Interest & fees						$	134,416		$	127,978
Insurance & other							15,896			17,287
	Total revenues						150,312			145,265
Expenses:
	Provision for loan losses						30,893			28,703
	General and administrative expenses
		Personnel					54,239			53,310
		Occupancy & equipment					10,064			9,379
		Advertising					3,162			2,723
		Intangible amortization					202			312
		Other					10,044			9,513
							77,711			75,237
	Interest expense						5,565			4,676
		Total expenses					114,169			108,616
Income before taxes							36,143			36,649
Income taxes							13,588			13,537
Net income						$	22,555		$	23,112
Diluted earnings per share						$	2.19		$	1.87
Weighted average shares outstanding (diluted)							10,290			12,343
Condensed Consolidated Balance Sheets
(unaudited and in thousands)
				June 30,			March 31,			June 30,
				2014			2014			2013
ASSETS
Cash			$	16,045		$	19,570		$	11,399
Gross loans receivable				1,164,368			1,112,307			1,125,261
	Less: Unearned interest & fees			(315,506	)		(298,388	)		(306,769	)
	Allowance for loan losses			(67,885	)		(63,255	)		(61,631	)
		Loans receivable, net		780,977			750,664			756,861
Property and equipment, net				25,637			24,826			23,665
Deferred tax benefit				34,495			33,514			30,340
Goodwill				5,967			5,967			5,967
Intangibles				3,638			3,778			4,496
Other assets				12,107			11,708			10,805
			$	878,866		$	850,027		$	843,533
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
	Notes payable			548,100			505,500			448,950
	Income tax payable			20,013			9,521			14,959
	Accounts payable and accrued expenses			26,458			27,651			25,453
		Total liabilities		594,571			542,672			489,362
Shareholders' equity				284,295			307,355			354,171
			$	878,866		$	850,027		$	843,533

World Acceptance Corporation
Selected Consolidated Statistics
(dollars in thousands)
		Three Months Ended
		June 30,
		2014			2013
Expenses as a percent of total revenues:
	Provision for loan losses		20.6	%		19.8	%
	General and administrative expenses		51.7	%		51.8	%
	Interest expense		3.7	%		3.2	%
Average gross loans receivable		$	1,135,814		$	1,093,242
Average loans receivable		$	829,116		$	797,374
Loan volume		$	731,565		$	782,099
Net charge-offs as percent of average loans			12.7	%		13.5	%
Return on average assets (trailing 12 months)			12.1	%		12.7	%
Return on average equity (trailing 12 months)			32.6	%		28.1	%
Offices opened (closed) during the period, net			0			7
Offices open at end of period			1271			1210

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

EX-99.2

Exhibit 99.2

World Acceptance Corporation

Conference Call for First Quarter 2015Ended June 30, 2014Summary of Quarterly Results

Date:  July 22, 2014

The first quarter of fiscal 2015 was another challenging quarter as the Company continued to experience lower levels of growth in its loan portfolio. However, the Company did experience an improvement in our year over year annualized loan loss ratios. Net income for the quarter was $22.6 million, or $2.19 per diluted share compared to $23.1 million or $1.87 per share for the prior year quarter. This represents a 2.4% decrease in net income and a 17.1% 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 the first quarter of fiscal 2015, we repurchased approximately 636,000 shares of common stock on the open market at an aggregate purchase price of approximately $49.9 million. These repurchases, combined with the 2.1 million shares repurchased during fiscal 2014, have been and should continue to be very accretive to per share earnings in the future.

Gross loans amounted to $1.16 billion at June 30, 2014, a 3.5% increase over the $1.13 billion outstanding at June 30, 2013 and a 4.7% increase since the beginning of the fiscal year. The mix in our loan portfolio continued to shift over the past 12 months and at June 30, 2014 consisted of 60.3% small loans, 38.7% larger loans and 1.0% sales finance. This compared to 64.7%, 34.1% and 1.2% at June 30, 2013. Additionally, the overall 3.5% growth in loan balances resulted from a 3.5% increase in average balances outstanding as the number of accounts outstanding remained flat.

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 one loan portfolio during the first fiscal quarter consisting of $337,427 in gross loans, compared to five acquisitions during the first quarter of fiscal 2014.

The expansion of our branch network during the first fiscal quarter was in line with our projections. We began fiscal 2015 with 1,271 offices and opened 4 new offices; however, this was offset by the merging of 4 offices, leaving us at 1,271 offices at June 30, 2014. Our plans for fiscal 2015 are to open 50 offices in the US and 20 in Mexico, plus evaluate acquisitions as opportunities arise.

Total revenue for the quarter amounted $150.3 million, a 3.5% increase over the $145.3 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 1,197 offices open throughout both quarterly periods increased by 2.7%.

1

As mentioned above, the Company experienced an improvement in net charge-offs as a percentage of average net loans on an annualized basis, with a decrease from 13.5% to 12.7% when comparing the two quarterly periods. However, the Company also experienced an increase in its accounts that are 61 days or more past due. Accounts that were 61 days or more past due increased to 3.6% on a recency basis and to 5.6% on a contractual basis at the end of the current quarter, compared to 2.8% and 4.2%, respectively, at June 30, 2013. When excluding our payroll deduct loans in Mexico, which tend to run higher delinquencies but have lower loss rates than our traditional loans, the accounts that were 61 days or more past due at June 30, 2014 were 3.2% on a recency basis and 4.7% on a contractual basis.

General and administrative expenses amounted to $77.7 million in the first fiscal quarter, a 3.3% increase over the $75.2 million in the same quarter of the prior fiscal year. As a percentage of revenues, our G&A decreased from 51.8% during the first quarter of fiscal 2014 to 51.7% during the current quarter. Our G&A per average open office decreased by 1.9% when comparing the two fiscal quarters.

We continue to be very pleased with the progress being made in our Mexican operations. We have 132 offices open as of June 30, 2014 after closing one during the quarter. We now have approximately 142,000 accounts and approximately $106.2 million in gross loans outstanding. This represents a 6.6% increase in accounts and a 16.4% increase in ledger over the last year. However, revenues in Mexico remained flat in US dollars when comparing the two quarters. Revenues in Mexico for the quarter were impacted by the lower yields received on larger loan balances, delinquent payments on the payroll deduct product, and the average exchange rate quarter over quarter. Net charge-offs as a percent of average net loans on an annualized basis, decreased from 14.1% to 13.0% when comparing the two quarters. Additionally, our 61 day delinquencies are 7.5% and 14.2% on a recency and contractual basis respectively, an increase from 3.2% and 6.0%, respectively, as of the end of the prior year first quarter. During the current quarter, excluding intercompany charges, pretax earnings amounted to $2.6 million, an 8.5% decrease over the $2.8 million in pretax earnings during the first quarter fiscal 2014. As of June 30, 2014 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, 9.1% of our gross loans outstanding, 8.4% of our first quarter revenue and 7.2% of our pretax 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 32.6% on a trailing 12 month basis continued their excellent historical trend during the first quarter fiscal 2015.

2

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, including, but not limited to, the Consumer Financial Protection Bureau (the “CFPB”), having jurisdiction over the Company’s business or consumer financial transactions generically; the unpredictable nature of regulatory proceedings and litigation; and any determinations, findings, claims or actions made or taken by the CFPB, other regulators or third parties in connection with or resulting from the previously disclosed civil investigative demand from the CFPB that assert or establish that the Company’s lending practices or other aspects of its business violate applicable laws or regulations; 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); and changes in the Company’s markets and general changes in the economy (particularly in the markets served by the Company). 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 for the fiscal year ended March 31, 2014 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.

3