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, 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)
<PAGE>
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE>
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
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
</TABLE>
3
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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
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WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------- -----------------
<S> <C> <C>
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
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Total investments 5,987,345 4,637,640
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Contributions receivable:
Employer 15,457 13,676
Employees 36,780 31,402
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52,237 45,078
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Total assets 6,039,582 4,682,718
Liabilities:
Refund payable for excess contributions 30,943 19,307
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Net assets available for benefits $ 6,008,639 4,663,411
============= =================
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
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
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Total investment income 685,856 477,721
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Contributions:
Employer 346,273 277,127
Employees 947,494 771,365
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1,293,767 1,048,492
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Total additions 1,979,623 1,526,213
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Deductions from net assets attributed to:
Benefits paid to participants 603,452 651,758
Corrective distributions 30,943 19,307
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Total deductions 634,395 671,065
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Increase in net assets 1,345,228 855,148
Net asset available for benefits:
Beginning of year 4,663,411 3,808,263
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End of year $ 6,008,639 4,663,411
============== =============
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
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
<PAGE>
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
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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
<PAGE>
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:
<TABLE>
<CAPTION>
1999 1998
---------------- ----------------
<S> <C> <C>
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
</TABLE>
10
<PAGE>
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
<TABLE>
<CAPTION>
<S> <C> <C>
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
================ ================
</TABLE>
(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
<PAGE>
Schedule 1
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
(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
---------- ------------------------------------- -------------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
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
==============
</TABLE>
See accompanying independent auditors' report.
12
<PAGE>
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
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Charles D. Walters, Committee Member
By: /s/ A. Alexander McLean
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A. Alexander McLean, III, Committee Member
13
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EXHIBIT INDEX
Exhibit No. Document
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23 Consent of KPMG LLP
