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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 11-K
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|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, 2000
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)
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WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
Page
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Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 7
Supplemental Schedule:
Schedule 1
Schedule of Assets Held for Investment Purposes at End of Year -
December 31, 2000 8
Independent Auditors' Consent Exhibit 23
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, 2000 and 1999 and for
the years then ended. 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 auditing standards generally accepted
in the United States of America. 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, 2000 and 1999, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
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.
May 18, 2001
1
WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
2000 1999
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Assets:
Investments, at fair value:
Sponsor Company common stock:
World Acceptance Corporation common stock $ 424,995 $ 382,786
Mutual Funds 5,655,631 5,604,559
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Total investments 6,080,626 5,987,345
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Contributions receivable:
Employer 15,959 15,457
Employee 37,416 36,780
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53,375 52,237
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Total assets 6,134,001 6,039,582
Liabilities:
Refund payable for excess contributions 2,017 30,943
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Net assets available for benefits $ 6,131,984 $ 6,008,639
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See accompanying notes to financial statements.
2
WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2000 and 1999
2000 1999
Additions to net assets attributed to:
Investment income:
Net (depreciation) appreciation in fair
value of investments $ (241,423) $ 681,701
Interest and dividends 1,429 4,155
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Total investment income (loss) (239,994) 685,856
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Contributions:
Employer 394,106 346,273
Employee 919,535 942,628
Rollovers 75,251 4,866
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1,388,892 1,293,767
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Total additions 1,148,898 1,979,623
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Deductions from net assets attributed to:
Benefits paid to participants 1,023,536 603,452
Corrective distributions 2,017 30,943
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Total deductions 1,025,553 634,395
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Increase in net assets 123,345 1,345,228
Net asset available for benefits:
Beginning of year 6,008,639 4,663,411
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End of year $ 6,131,984 $ 6,008,639
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See accompanying notes to financial statements.
3
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(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.
(Continued)
4
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(e) Vesting
Participants are immediately vested in their voluntary contribution
plus earnings thereon. Vesting of employer contributions is based on
years of continuous service. A participant is 100% vested after
seven years of credited service, according to the following
schedule:
Percent of
Years of Service Nonforfeitable Interest
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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.
(Continued)
5
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
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 is not presented
in the Plan's 1999 and 2000 financial statements.
(b) Investments
Effective January 1, 1999, PaineWebber is the designated trustee of
the Plan. The investments and changes therein of this trust fund
have been reported to the Plan by PaineWebber 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.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
(c) Contribution Refund
Refunds payable to participants at December 31, 2000 and 1999 were
$2,017 and $30,943, respectively. These refunds were due to excess
contributions, which were refunded to participants in 2001 for the
year ended December 31, 2000 and in 2000 for the year ended December
31, 1999.
(d) 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.
(e) 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.
(f) Reclassification
Certain reclassifications have been made to the 1999 information to
conform to the 2000 presentation. These reclassifications had no
impact on net assets or the change in net assets as previously
reported.
(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.
(Continued)
6
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(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, 2000 and 1999 greater than 5% of net assets
are as follows:
2000 1999
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AIM International Equity Fund $ 444,200 $ 358,749
Alliance Premier 1,282,365 1,986,943
Franklin Balance Sheet 312,535 *
Oppenheimer Capital Appreciation Fund 577,305 480,333
PaineWebber Growth and Income 434,733 361,556
PaineWebber Tactical 342,887 303,196
PaineWebber Investment Grade Income 662,198 593,465
PaineWebber Stable Value 893,464 845,878
Pimco Mid Cap 484,555 *
World Acceptance Corp. Common Stock 424,995 382,786
* Less than 5% of net assets.
(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. Investments in World Acceptance
Corporation Common Stock also qualify as party-in-interest
transactions.
(Continued)
7
Schedule 1
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Schedule of Assets for Investment Purposes at End of Year
December 31, 2000
(c)
(a) (b) Description of investment
Party Identity of issue, including maturity date, rate of (e)
In- borrower, lessor, interest, (d) Current
Interest or similar party collateral, par or maturity value Cost Value
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AIM International Equity Fund Mutual Fund ** $ 444,200
Franklin Balance Sheet Investment Fund Mutual Fund ** 312,535
* World Acceptance Corporation Common stock, no par value ** 424,995
Alliance Premier Mutual Fund ** 1,282,365
Oppenheimer Capital Appreciation Fund Mutual Fund ** 577,305
* PaineWebber Growth and Income Mutual Fund ** 434,733
* PaineWebber Tactical Mutual Fund ** 342,887
* PaineWebber Investment Grade Income Mutual Fund ** 662,198
* PaineWebber Strategic Income Mutual Fund ** 172,483
* PaineWebber Stable Value GIC Mutual Fund ** 893,464
* PIMCO Mid Cap Growth Mutual Fund ** 484,555
Riggs Funds Money Market Accounts ** 48,906
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$ 6,080,626
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* Indicates party-in-interest to the Plan.
** Cost information has not been included in column (d) because all investments
are participant directed.
See accompanying independent auditors' report.
8
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 27, 2001 By: /s/ Charles D. Walters
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Charles D. Walters, Committee Member
By: /s/ A. Alexander McLean, III
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A. Alexander McLean, III, Committee
Member
9
EXHIBIT INDEX
Exhibit No. Document
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23 Consent of KPMG LLP
10
EXHIBIT 23