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Form 8-K WORLD ACCEPTANCE CORP For: Jan 29

January 29, 2015 6:41 AM EST


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 29, 2015

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)

Registrants 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 29, 2015, World Acceptance Corporation ("WRLD") issued a press release announcing financial information for its third quarter ended December 31, 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 January 29, 2015, World Acceptance Corporation senior management held a conference call to discuss the results of its third quarter ended December 31, 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 January 29, 2015

99.2

Prepared script of Chairman and Chief Executive Officers and remarks for January 29 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 29, 2015

By:

/s/ John Calmes

John Calmes

Chief Financial Officer


EXHIBIT INDEX

Exhibit

Description

99.1

Press Release dated January 29, 2015

99.2

Prepared script of Chief Executive Officer and Chairmans remarks for January 29, 2015 conference call

Exhibit 99.1

World Acceptance Corporation Reports Third Quarter Results

GREENVILLE, S.C.--(BUSINESS WIRE)--January 29, 2015--World Acceptance Corporation (NASDAQ:�WRLD) today reported financial results for its third fiscal quarter and nine-months ended December 31,�2014.

Net income for the third quarter decreased 19.4% to $18.5 million compared with $23.0 million for the same quarter of the prior year. Net income per diluted share decreased 4.2% to $2.01�in the current quarter compared with a revised $2.10 in the prior-year quarter. Total revenues decreased to $153.7 million in the third quarter of fiscal 2015, a 4.3% decrease from the $160.5 million reported in the third quarter last year.

Gross loans slightly decreased to $1.263 billion at December 31, 2014, a 0.1% decrease from the $1.264 billion outstanding at December 31, 2013. The third quarters growth rate in loans reflected lower loan demand from our U.S. operations and continued the trend seen during the first half of the year.

Interest and fee income decreased 3.4% to $137.4 million in the third quarter of fiscal 2015 from $142.2 million in the third quarter of fiscal 2014 due to a shift in the mix of our loan portfolio to larger, lower yielding loans as well as lower U.S. loan volume and a higher number of accounts 60+ days past due, which are no longer accruing revenue. Insurance and other income decreased by 11.2% to $16.2 million in the third quarter of fiscal 2015 compared with $18.3 million in the third quarter of fiscal 2014.

The net charge-off rate for the third quarter of fiscal 2015 decreased slightly as a percent of net loans on an annualized basis from 15.7% for the three-months ended December 31, 2013 to 15.5% for the three-months ended December 31, 2014. Net charge-offs as a percentage of average net loans on an annualized basis were in line with historical levels. Accounts contractually delinquent 61+ days increased from 5.0% at December 31, 2013 to 6.7% at December 31, 2014. The increase in accounts contractually delinquent is primarily due to the change in branch level incentives discussed in the second quarter. The accounts contractually delinquent 61+ days decreased from 7.0% at September 30, 2014. The provision for loan losses decreased 6.9% to $38.3 million in the third quarter of fiscal 2015 compared with the third quarter of fiscal 2014. The provision decreased due to slower loan growth and a smaller increase in the amount of delinquent accounts when comparing the quarter ended December 31, 2014 to the quarter ended December 31, 2013.

The results for the third fiscal quarter were negatively affected by a change in the exchange rate with the Mexican peso and an increase in delinquencies in the Guerrero region of Mexico where we offer our payroll deduct product. The increase in delinquencies resulted in an additional $1.8 million provision during the quarter. As of December 31, 2014, the Company had $2.6 million of net loans fully reserved in the Guerrero region. Excluding the impact of Guerrero, the delinquencies in the payroll deduct portfolio improved. We experienced a 5.8% increase in accounts in Mexico and a 5.8% increase in ledger in U.S. dollars compared with the third quarter of last year. At December 31, 2014, Mexico represents 10.4% of our branch office network, 7.9% of our gross loans outstanding, 8.9% of our first nine-month revenue and 7.6% of our net earnings.

The Companys general and administrative expenses increased by 4.2% compared with the third quarter of the prior year, due primarily to new offices opened during fiscal 2015. The Company opened 49 new offices, purchased two new offices and merged eight offices during the first nine months of the fiscal year, resulting in a total of 1,314 offices at December 31,�2014. General and administrative expenses as a percent of total revenues increased from 48.2% in the prior-year quarter to 52.4% during the current fiscal quarter. General and administrative expenses for the prior-years third quarter include the reversal of $2.9 million (pre-tax) of accrued compensation related expense due to the resignation of the Companys previous COO in November of 2013. The Company also experienced higher legal expense during the quarter, primarily related to our response to a class action complaint filed in April of 2014.


The Companys third quarter effective income tax rate decreased to 35.7% compared with 37.2% in the prior years third quarter. The decrease was primarily due to the extension of several tax credits that were claimed in the current quarter that were not claimed in prior quarters and an increase in Mexican permanent items expected to be claimed in the current year.

Other key return ratios for the third quarter included an 11.2% return on average assets and a return on average equity of 33.2% (both on a trailing 12-month basis).

Nine-Month Results

For the first nine months of the fiscal year, net income decreased 7.9% to $62.3 million compared with $67.6 million for the nine-months ended December 31, 2013. Fully diluted net income per share rose 11.0% to $6.64 for the first nine months of fiscal 2015 compared with a revised $5.98 for the first nine months of fiscal 2014. The Companys EPS continues to benefit from our ongoing share repurchase program. During the first nine months of fiscal 2015, we repurchased 800,291 shares of common stock on the open market at an aggregate purchase price of approximately $63.4 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. At December 31, 2014, there remained approximately $13.4 million in Board repurchase authorizations. There were approximately 9.1 million shares outstanding as of December 31, 2014.

Total revenues for the first nine months of fiscal�2015 rose 0.2% to $456.5�million compared with $455.7 million during the corresponding period�of the previous year. Annualized net charge-offs as a percent of average net loans decreased from 14.9% during the first nine months of fiscal 2014 to 12.8% for the first nine months of fiscal 2015.

About World Acceptance Corporation

World Acceptance Corporation is one of the largest small-loan consumer finance companies, operating 1,314 offices in 15 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 Officers prepared remarks for the conference call has been furnished as Exhibit 99.2 to the Companys Form 8-K filed today with the Securities and Exchange Commission (SEC) in connection with this press release, and is available via the SECs Edgar database at www.sec.gov, and will also be posted to the Companys website as soon as practicable. Interested parties�may participate�in this call by dialing 1-888-428-9473, passcode 9959517. A simulcast�of the conference call�is�also�available on the Internet at http://www.videonewswire.com/event.asp?id=101428. 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 Companys 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, including, but not limited to, the Consumer Financial Protection Bureau (the CFPB), having jurisdiction over the Companys business or consumer financial transactions generically; the unpredictable nature of regulatory proceedings and litigation; 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 Companys 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 Companys reported financial statements or necessitate material delays or changes in the issuance of the Companys audited financial statements; the Companys assessment of its internal control over financial reporting, and the timing and effectiveness of the Companys 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 Companys 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 Companys 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 Companys 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,
2014 2013 2014 2013
Interest & fees

$

137,407 142,213 408,301 403,202
Insurance & other 16,240 18,280 48,213 52,520
Total revenues 153,647 160,493 456,514 455,722
Expenses:
Provision for loan losses 38,293 41,116 105,347 108,007
General and administrative expenses
Personnel 50,198 49,393 155,380 151,837
Occupancy & equipment 10,404 9,702 30,841 28,774
Advertising 7,747 7,317 14,338 13,089
Intangible amortization 176 245 566 822
Other 12,057 10,641 33,215 30,001
80,582 77,298 234,340 224,523
Interest expense 6,038 5,546 17,628 15,503
Total expenses 124,913 123,960 357,315 348,033
Income before taxes 28,734 36,533 99,199 107,689
Income taxes 10,245 13,579 36,880 40,058
Net income

$

18,489 22,954 62,319 67,631
Diluted earnings per share

$

2.01 2.10 6.64 5.98
Diluted weighted average shares outstanding 9,209 10,950 9,391 11,316
Consolidated Balance Sheets
(unaudited and in thousands)
December 31, March 31, December 31,
2014 2014 2013
ASSETS
Cash

$

16,778 19,570 19,388
Gross loans receivable 1,262,618 1,112,307 1,264,058
Less: Unearned interest & fees (344,993) (298,388) (347,333)
Allowance for loan losses (85,018) (63,255) (74,602)
Loans receivable, net 832,607 750,664 842,123
Property and equipment, net 26,059 24,826 24,449
Deferred income taxes 41,382 33,514 39,109
Goodwill 6,121 5,967 5,967
Intangibles 3,430 3,778 4,013
Other assets 11,972 11,708 11,962

$

938,349 850,027 947,011
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes payable 591,950 505,500 583,250
Income tax payable 6,002 9,521 6,545
Accounts payable and accrued expenses 27,327 27,651 28,646
Total liabilities 625,279 542,672 618,441
Shareholders' equity 313,070 307,355 328,570

$

938,349 850,027 947,011

Selected Consolidated Statistics
(dollars in thousands)
Three Months Ended Nine Months Ended
December 31, December 31,
2014 2013 2014 2013
Expenses as a percent of total revenues:
Provision for loan losses 24.9 % 25.6 % 23.1 % 23.7 %
General and administrative expenses 52.4 % 48.2 % 51.3 % 49.3 %
Interest expense 3.9 % 3.5 % 3.9 % 3.4 %
Average gross loans receivable

$

1,216,642 $ 1,202,204 $ 1,180,154 $ 1,149,554
Average loans receivable $ 886,374 $ 869,542 $ 860,311 $ 834,004
Loan volume $ 778,453 $ 863,332 $ 2,206,283 $ 2,418,975
Net charge-offs as percent of average loans 15.5 % 15.7 % 12.8 % 14.9 %
Return on average assets (trailing 12 months) 11.2 % 12.1 % 11.2 % 12.1 %
Return on average equity (trailing 12 months) 33.2 % 30.0 % 33.2 % 30.0 %
Offices opened (closed) during the period, net 21 18 43 45
Offices open at end of period 1,314 1,248 1,314 1,248

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

Exhibit 99.2

December 31, 2014
Quarterly Conference Call
Summary of Quarterly Results

Date: January 29, 2015

Net income for the quarter was $18.5 million, or $2.01 per diluted share compared to $23.0 million or $2.10 per share for the prior year third quarter. This represents a 19.4% decrease in net income and a 4.2% decrease in diluted earnings per share when comparing the two quarterly periods. For the first nine months of fiscal 2015, net income was $62.3 million, or $6.64 per diluted share, representing a 7.9% decrease in net income and an 11.0% increase in EPS. The Companys EPS continues to benefit from our ongoing share repurchase program. During the first nine months of fiscal 2015, we repurchased 800,291 shares of common stock on the open market at an aggregate purchase price of approximately $63.4 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. At December 31, 2014, there remained approximately $13.4 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 $1.263 billion at December 31, 2014, a 0.1% decrease over the $1.264 billion outstanding at December 31, 2013 and a 13.5% increase since the beginning of the fiscal year. The third quarters growth rate in loans continued the trend seen during the first half of the year, which reflects the lower demand seen in our US operations. The number of loans to first time borrowers in the US was approximately 233,000 during the first nine months, a 5.7% decrease from the approximately 247,000 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, 2014 consisted of 61.2% small loans, 37.9% larger loans and 0.9% sales finance. This compared to 63.6%, 35.3% and 1.2% at December 31, 2013. As discussed in our 10-Q for the period ended September 30, 2014, the Company has decided to wind down our sales finance business. As a result of that decision, our sales finance receivables decreased $3.0 million from $14.8 million at December 31, 2013 to $11.8 million at December 31, 2014. Additionally, the overall 0.1% decrease in loan balances resulted from a 0.8% decrease in accounts and a 0.7% increase in average balance per loan outstanding.

While acquisitions have become a less significant part of our overall growth strategy, the Company purchased two loan portfolios and two small offices during the first nine months of fiscal 2015 consisting of $1.7 million in gross loans. This was very similar to the acquisition activity during the first nine months of fiscal 2014, which consisted of 7 transactions and $1.0 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 2015 with 1,271 offices, opened 49, acquired 2 and merged 8, giving us a total of 1,314 offices at December 31, 2014. We have merged more offices during the year than we have in previously years. We are in the process of reviewing underperforming offices and we have merged several into other offices as a result. We will likely merge additional underperforming offices in the future where it is appropriate.

Total revenue for the quarter amounted to $153.6 million, a 4.3% decrease over the $160.5 million during the third quarter of the prior fiscal year. Revenues for the first nine months of fiscal 2015 were $456.5 million, a 0.2% increase over the prior year period. Revenues for the quarter and period were negatively impacted by a shift in the mix of our loan portfolio to larger, lower yielding loans as well as lower volumes and a higher number of accounts 60+ days past due, which are no longer accruing revenue. Revenues from our Mexican operations were negatively impacted by a move in the exchange rate quarter over quarter as well as payments not being received from a union in the Guerrero region. Other income related to the sales finance business decreased $560 thousand quarter over quarter. Revenues from the 1,193 offices open throughout both nine month periods decreased by 0.7%.

Delinquencies and charge-offs will always be a primary concern of the Company. Accounts that were 61 days or more past due increased to 5.0% on a recency basis and to 6.7% on a contractual basis at the end of the current quarter, compared to 3.2% and 5.0%, respectively, at December 31, 2013. The increase in accounts that are 61 days or more past due is primarily a result of the change in our branch level incentive plan that was implemented in the second quarter. The accounts 61 days or more past due have decreased from 5.2% on a recency basis and to 7.0% on a contractual basis at September 30, 2014. Also, net charge-offs as a percentage of average net loans on an annualized basis decreased from 15.7% to 15.5% when comparing the two quarterly periods. This is in line with historical levels for the third quarter.

1

General and administrative expenses amounted to $80.6 million in the third fiscal quarter, a 4.2% increase over the $77.3 million in the same quarter of the prior fiscal year. As a percentage of revenues, our G&A increased from 48.2% during the third quarter of fiscal 2014 to 52.4% during the current quarter. This increase was partially due to the reversal of long term equity incentive accruals of $2.9 million in the prior year quarter resulting from the resignation of the President / COO during that quarter.��The Company also incurred an additional $600 thousand of legal expense in the current quarter compared to the prior year quarter. The additional legal expense primarily related to our response to a class action complaint filed in April of 2014. We do not expect to incur significant additional legal expense related to this complaint, as we have met our deductible under the related insurance policy. Our average G&A per open office decreased by 1.2% when comparing the two fiscal quarters.

We continue to be pleased with the progress being made in our Mexican operations. We now have approximately 145,000 accounts and approximately $99.4 million in gross loans outstanding. This represents a 5.8% increase in accounts and a 5.8% increase in ledger in US dollars over the last year. Mexicos ledger increased 19.5% in Mexican pesos over last year. Revenues in Mexico grew by 3.6% in US dollars and 10.5% in Mexican pesos when comparing the two quarterly periods. The move in exchange rates also had a negative impact of approximately $900 thousand on the current quarters revenue compared to the prior year. Net charge-offs as a percent of average net loans on an annualized basis decreased from 18.8% to 16.4% when comparing the two quarters. Additionally, our 61+ day delinquencies are 10.8% and 14.4% on a recency and contractual basis, respectively, a change from 4.0% and 10.1%, respectively, as of the end of the prior year third quarter. The increase in delinquencies primarily relates to the Guerrero region as discussed below. During the current nine month period, excluding intercompany charges, pretax earnings amounted to $7.3 million, a 13.2% decrease over the $8.4 million in pretax earnings during the first nine months fiscal 2014.

Results in Mexico for the quarter were significantly impacted by non-payment delinquencies from a union in the Guerrero region. The associated increase in the aged accounts resulted in an additional provision of $1.8 million during the quarter. There was a total of $2.6 million reserved for accounts in the Guerrero region as of December 31, 2014. Further, these delinquencies had a negative impact on the amount of revenue recognized for the quarter. Revenue is not recognized on our payroll deduct loan product until payment is received due to the historical delays in receiving payments from unions. If we had received payments for all three months during the quarter we would have recognized an additional $400 thousand in revenue.

We have 137 offices open as of December 31, 2014; we opened 8 and merged four during the first nine months of fiscal 2015. At December 31, 2014, Mexico represents 10.4% of our branch office network, 7.9% of our gross loans outstanding, 8.9% of our first nine month revenue and 7.6% of our net earnings. We expect this profitability to continue to improve as we grow our outstanding receivables in our existing offices.

The Companys return on average assets of 11.2% and return on average equity of 33.2% on a trailing 12 month basis continued their excellent historical trend during the first nine months fiscal 2015.

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

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 Companys 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, including, but not limited to, the Consumer Financial Protection Bureau (the CFPB), having jurisdiction over the Companys business or consumer financial transactions generically; the unpredictable nature of regulatory proceedings and litigation; 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 Companys 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 Companys reported financial statements or necessitate material delays or changes in the issuance of the Companys 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 Companys 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 Companys 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 Companys 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.

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