-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E6jJKpNzgGoBxxjlbWj+8sxhQD3LNMcQd0KWOUoAMqrsXtk8+UiZsLfhmTLjynl+ ME2rrl5FoNN175BGX+pdIw== /in/edgar/work/20000627/0000950168-00-001572/0000950168-00-001572.txt : 20000920 0000950168-00-001572.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950168-00-001572 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD ACCEPTANCE CORP CENTRAL INDEX KEY: 0000108385 STANDARD INDUSTRIAL CLASSIFICATION: [6141 ] IRS NUMBER: 570425114 STATE OF INCORPORATION: SC FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-19599 FILM NUMBER: 661872 BUSINESS ADDRESS: STREET 1: 108 FREDRICK STREET CITY: GREENVILLE STATE: SC ZIP: 29607 BUSINESS PHONE: 8642989800 MAIL ADDRESS: STREET 1: P O BOX 6429 CITY: GREENVILLE STATE: SC ZIP: 29606 11-K 1 0001.txt FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- Form 11-K ----------------- [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _______________ to _____________ Commission file number: 0-19599 WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN 108 Frederick Street Greenville, South Carolina 29607 (Full title of the plan and the address of the plan) WORLD ACCEPTANCE CORPORATION 108 Frederick Street Greenville, South Carolina 29607 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN Financial Statements and Schedules December 31, 1999 and 1998 (With Independent Auditors' Report Thereon) WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 Table of Contents
Page ---- Independent Auditors' Report 4 Financial Statements: Statements of Net Assets Available for Benefits 5 Statements of Changes in Net Assets Available for Benefits 6 Notes to Financial Statements 7-11 Schedule 1 Schedule of Assets Held for Investment Purposes- December 31, 1999 12 Independent Auditors' Consent Exhibit 23
3 Independent Auditors' Report To the Board of Trustees World Acceptance Corporation Retirement Savings Plan: We have audited the financial statements of the World Acceptance Corporation Retirement Savings Plan (the "Plan") as of December 31, 1999 and 1998 and for the years then ended as listed in the accompanying index. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan's management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in Schedule 1 is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Greenville, South Carolina /s/ KPMG LLP June 26, 2000 4 WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Benefits December 31, 1999 and 1998
1999 1998 ------------- ----------------- Assets: Investments, at fair value: Sponsor Company common stock: World Acceptance Corporation common stock $ 382,786 564,246 Mutual Funds 5,604,559 4,073,394 ------------- ----------------- Total investments 5,987,345 4,637,640 ------------- ----------------- Contributions receivable: Employer 15,457 13,676 Employees 36,780 31,402 ------------- ----------------- 52,237 45,078 ------------- ----------------- Total assets 6,039,582 4,682,718 Liabilities: Refund payable for excess contributions 30,943 19,307 ------------- ----------------- Net assets available for benefits $ 6,008,639 4,663,411 ============= =================
See accompanying notes to financial statements. 5 WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN Statements of Changes in Net Assets Available for Benefits Years ended December 31, 1999 and 1998
1999 1998 Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $ 681,701 437,552 Interest and dividends 4,155 40,169 -------------- ------------- Total investment income 685,856 477,721 -------------- ------------- Contributions: Employer 346,273 277,127 Employees 947,494 771,365 -------------- ------------- 1,293,767 1,048,492 -------------- ------------- Total additions 1,979,623 1,526,213 -------------- ------------- Deductions from net assets attributed to: Benefits paid to participants 603,452 651,758 Corrective distributions 30,943 19,307 -------------- ------------- Total deductions 634,395 671,065 -------------- ------------- Increase in net assets 1,345,228 855,148 Net asset available for benefits: Beginning of year 4,663,411 3,808,263 -------------- ------------- End of year $ 6,008,639 4,663,411 ============== =============
See accompanying notes to financial statements. 6 WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (1) Description of Plan The following description of the World Acceptance Corporation Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. (a) General The Plan, which was formed in February 1993, is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). On January 1 and July 1 of each year, employees of World Acceptance Corporation (the "Plan Sponsor" or "Company") who meet certain eligibility requirements become participants in the Plan. (b) Administrative Costs Substantially all administrative costs of the Plan are paid by the Plan Sponsor. (c) Contributions The Plan provides for participant contributions on a pretax compensation reduction basis. Participants may elect to contribute to the Plan by deferring one to fifteen percent of annual compensation up to specified maximum amounts. The Company matches specified percentages, as determined by the Company's Board of Directors, of employee contributions. In applying the matching percentage, only employee contributions up to a maximum of 6 percent of compensation are eligible. Additional employer contributions are determined annually by the Board of Directors. (d) Participant Accounts Each participant's account is credited with the participant's contribution and the Company's matching contribution. Additional employer contributions and forfeitures are allocated to individual participant accounts based on the proportion that each participant's annual compensation, as defined by the Plan, bears to the total annual compensation of all participants. Investment income is allocated to the individual participant accounts in the proportion which the account of each participant bears to the total of the accounts of all participants within each fund. (e) Vesting Participants are immediately vested in their voluntary contribution plus earnings thereon. Vesting of employer contributions is based on years of continuous 7 WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 service. A participant is 100% vested after seven years of credited service, according to the following schedule: Percent of Years of Service Nonforfeitable Interest ---------------- ----------------------- Less than 1 0% 1 0% 2 0% 3 20% 4 40% 5 60% 6 80% 7 or more 100% Notwithstanding the aforementioned, upon reaching normal retirement age or upon death or disability, participants become 100% vested. (f) Payment of Benefits Participants are entitled to receive a distribution of their vested accounts upon the occurrence of retirement, death, total and permanent disability, or termination of employment for any other reason. Vested participants are also entitled to leave their benefits in the Plan until retirement. The method of payment is a lump-sum distribution. (g) Forfeitures The Plan allocates participant forfeitures of employer matching contributions as a reduction of the matching contributions otherwise made for the plan year following the plan year in which the forfeiture occurs. Forfeitures of other employer contributions are treated as if the forfeitures were additional Plan Sponsor nonelective contributions for the plan year in which the forfeitures occur. (2) Summary of Significant Accounting Policies (a) Basis of Presentation The financial statements have been prepared on an accrual basis of accounting in accordance with generally accepted accounting principles. 8 WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 In September 1999, the American Institute of Certified Public Accountants issued Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contributions Plan Investments and Other Disclosure Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for certain investments and is effective for plan years ending after December 15, 1999 with earlier application encouraged. The Plan adopted SOP 99-3 during the Plan year ending December 31, 1999. Accordingly, information previously required to be disclosed about participant-directed fund investment programs are not presented in the Plan's 1999 financial statements. The Plan's 1998 financial statements have been reclassified to conform with the current year's presentation. (b) Investments Effective January 1, 1999, PaineWebber is the designated trustee of the Plan. Prior to January 1, 1999, Branch Banking and Trust Company ("BB&T") was the designated trustee of the Plan. Under a separate agreement, BB&T outsourced its responsibilities as trustee to Federated Investors Trust Company ("Federated") to manage a trust fund on behalf of the Plan, which included all Plan investments. The investments and changes therein of this trust fund have been reported to the Plan by PaineWebber in 1999 and Federated in 1998 as having been determined through the use of fair values. Fair value is determined through the use of quoted market values for the underlying investments. Purchases and sales are recorded on a trade-date basis. Refunds payable to participants at December 31, 1999 and 1998 were $30,943 and $19,307, respectively. These refunds were due to excess contributions, which were refunded to participants in 2000 for the year ended December 31, 1999 and in 1999 for the year ended December 31, 1998. (c) Payment of Benefits Benefits are recorded when paid. On termination of service, a participant will become eligible to receive a lump-sum amount equal to the value of his or her vested account balance. (d) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, and changes therein and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 9 WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998 (3) Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100 percent vested in their accounts. (4) Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated November 12, 1993, that the Plan is qualified and the trust established under the Plan is tax-exempt under the appropriate sections of the Internal Revenue Code (the "Code"). The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the plan is currently designed and being operated in compliance with the applicable requirements of the Code, and believes that the Plan continues to qualify and to operate as designed. (5) Investments A participant may direct employee contributions in 1% increments in a variety of investment options. Participants may make changes in their investment elections at any time. Participants may change their deferral percentage not more than twice annually. Investments at December 31, 1999 and 1998 greater than 5% of net assets are as follows:
1999 1998 ---------------- ---------------- AIM International Equity Fund $ 358,749 -- Alliance Premier 1,986,943 -- Oppenheimer Capital Appreciation Fund 480,333 -- PaineWebber Growth and Income 361,556 -- PaineWebber Tactical 303,196 -- PaineWebber Investment Grade Income 593,465 -- PaineWebber Stable Value 845,878 -- BB&T Money Market Account -- 942,295 BB&T Intermediate U.S. Government Bond Fund -- 663,531 BB&T Growth and Income Stock Fund -- 2,177,494
10 WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1999 and 1998
World Acceptance Corp. Common Stock 382,786 564,246 Mutual Funds, other 611,901 290,074 Other Money Market Funds 62,538 -- ---------------- ---------------- $ 5,987,345 4,637,640 ================ ================
(6) Related Party Transactions Certain investments of the Plan are interests in mutual funds and money market accounts issued by PaineWebber Trust Company, the Trustee as defined by the Plan, and therefore these transactions qualify as party-in-interest transactions. Likewise, transactions during 1998 in mutual funds and money market accounts issued by Branch Banking and Trust Corporation, the Trustee through December 31, 1998, qualified as party-in-interest transactions. Investments in World Acceptance Corporation Common Stock also qualify as party-in-interest transactions. 11 Schedule 1 WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN Schedule of Assets Held for Investment Purposes December 31, 1999
(a) (b) (c) Party Identity of issue, Description of investment (e) in- borrower, lessor, including maturity date, rate of interest, (d) Current interest or similar party collateral, par or maturity value Cost Value - ---------- ------------------------------------- -------------------------------------- -------------- -------------- AIM International Equity Fund Mutual Fund $ 358,749 Franklin Balance Sheet Investment Fund Mutual Fund 220,593 * World Acceptance Corporation Common stock, no par value 382,786 Alliance Premier Mutual Fund 1,986,943 Oppenheimer Capital Appreciation Fund Mutual Fund 480,333 * PaineWebber Growth and Income Mutual Fund 361,556 * PaineWebber Tactical Mutual Fund 303,196 * PaineWebber Investment Grade Income Mutual Fund 593,465 * PaineWebber Strategic Income Mutual Fund 120,934 * PaineWebber Stable Value GIC Mutual Fund 845,878 * PaineWebber Mid Cap Growth Mutual Fund 270,374 Riggs Funds Money Market Accounts 62,538 -------------- $ 5,987,345 ==============
See accompanying independent auditors' report. 12 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the World Acceptance Corporation Retirement Savings Plan Advisory Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN By: World Acceptance Corporation Retirement Savings Plan Advisory Committee Date: June 26, 2000 By: /s/ Charles D. Walters ---------------------- Charles D. Walters, Committee Member By: /s/ A. Alexander McLean ----------------------- A. Alexander McLean, III, Committee Member 13 EXHIBIT INDEX Exhibit No. Document - ----------- -------- 23 Consent of KPMG LLP EX-23 2 0002.txt CONSENT OF ACCOUNTANTS Exhibit 23 INDEPENDENT AUDITORS' CONSENT ----------------------------- The Board of Trustees World Acceptance Corporation Retirement Savings Plan: We consent to incorporation by reference in the Registration Statement (No. 333-14399) on Form S-8 of World Acceptance Corporation of our report dated May 26, 2000, relating to the statements of net assets available for benefits of the World Acceptance Corporation Retirement Savings Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended, as well as the related financial statement schedule, which report appears in the December 31, 1999 annual report on Form 11-K of the World Acceptance Corporation Retirement Savings Plan. Greenville, South Carolina /s/ KPMG LLP June 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----