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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 11-K
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X
[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, 2001
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
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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, 2001 and 2000
(With Independent Auditors' Report Thereon)
2
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 2001 and 2000
Table of Contents
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
Supplemental Schedule:
Schedule 1
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001 9
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, 2001 and 2000 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, 2001 and 2000, 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.
/s/ KPMG LLP
Greenville, South Carolina
July 2, 2002
1
WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
2001 2000
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Assets:
Investments, at fair value $ 6,584,690 6,080,626
Contributions receivable:
Employer 18,271 15,959
Employee 41,995 37,416
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60,266 53,375
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Total assets 6,644,956 6,134,001
Liabilities:
Refund payable for excess contributions 47,953 2,017
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Net assets available for benefits $ 6,597,003 6,131,984
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See accompanying notes to financial statements.
WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2001 and 2000
2001 2000
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Additions to net assets attributed to:
Investment income:
Net realized and unrealized depreciation in fair
value of investments $ (410,717) (304,831)
Interest and dividends 85,958 64,837
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Total investment loss (324,759) (239,994)
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Contributions:
Employer 392,102 339,324
Employee 1,024,534 940,909
Rollovers 8,920 75,251
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1,425,556 1,355,484
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Total additions 1,100,797 1,115,490
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Deductions from net assets attributed to:
Benefits paid to participants 635,778 992,145
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Net increase in net assets 465,019 123,345
Net assets available for benefits at beginning of period 6,131,984 6,008,639
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Net assets available for benefits at end of period $ 6,597,003 6,131,984
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See accompanying notes to financial statements.
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(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
"Employer") who meet certain eligibility requirements may elect to
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 up to 15% of annual compensation up to specified maximum
amounts. The Plan Sponsor matches specified percentages of employee
contributions, as determined by the Employer's Board of Directors. In
applying the matching percentage, only employee contributions up to a
maximum of 6 percent of compensation are eligible. The Plan Sponsor may
also contribute a discretionary non-elective Employer contribution as
determined annually by the Board of Directors.
(d) Participant Accounts
Each participant's account is credited with the participant's
contribution and the Employer's matching contribution. Discretionary
Employer contributions are allocated to individual participant accounts
based on the proportion of each participant's annual compensation, as
defined by the Plan, compared to the total annual compensation of all
participants. Investment income is allocated to the individual
participant accounts based on the proportion of each participant's
account balance compared to the total balance within each fund.
(Continued)
4
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(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
---------------- -----------------------
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 discretionary 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 accounting principles generally
accepted in the United States of America.
5 (Continued)
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(b) Investments
The investments and changes therein of this trust fund have been
reported to the Plan by PaineWebber Trust Company (Trustee) 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, 2001 and 2000 were
$47,953 and $2,017, respectively. These refunds were due to excess
contributions, which were refunded to participants in 2002 for the
year ended December 31, 2001 and in 2001 for the year ended December
31, 2000.
(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
accounting principles generally accepted in the United States of
America 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 2000 information to
conform to the 2001 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.
6 (Continued)
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(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 no more than twice
annually.
Investments at December 31, 2001 and 2000 greater than 5% of net assets are
as follows:
2001 2000
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AIM International Equity Fund $ 470,350 444,200
Alliance Premier Growth Fund 1,004,233 1,282,365
Franklin Balance Sheet Investment Fund 631,595 312,535
Franklin Short-Interim U.S. Government Fund 708,453 *
Investment Company of America 466,213 *
Oppenheimer Capital Appreciation Fund 509,533 577,305
PaineWebber Growth and Income * 434,733
PaineWebber Investment Grade Income * 662,198
PaineWebber Stable Value GIC 1,004,162 893,464
Pimco Mid Cap 405,669 484,555
USB Tactical Allocation Fund 454,752 342,887
World Acceptance Corp. Common Stock 660,367 424,995
* Less than 5% of net assets.
(6) Related Party Transactions
Several of the Plan's investments are issued by PaineWebber Trust Company,
therefore these transactions qualify as party-in-interest transactions.
Investments in Riggs Bank, the Custodian of PaineWebber Trust Company, and
in World Acceptance Corporation also qualify as party-in-interest
transactions.
(Continued)
7
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(7) Plan Amendment
On December 21, 2001, the Plan executed an Amendment effective August 28,
2001, except as otherwise noted in the Amendment. This Amendment adopted
changes related to the Economic Growth and Tax Relief Reconciliation Act of
2001. These changes will affect participants of the Plan as of January 1,
2002.
8
Schedule 1
WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
(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
Money Market Funds
* Riggs Prime Money Market Fund ** $ 38,463
Mutual Funds
AIM International Equity Fund ** 470,350
Alliance Premier Growth Fund ** 1,004,233
American Bond Fund of America ** 230,900
American Investment Co. of America ** 466,213
Franklin Balance Sheet Investment Fund ** 631,595
Franklin Short-Interim U.S. Govt. Fund ** 708,453
Oppenheimer Capital Appreciation Fund ** 509,533
* PaineWebber Stable Value GIC ** 1,004,162
* PIMCO Mid Cap Growth Fund ** 405,669
* USB Tactical Allocation Fund ** 454,752
Common Stock
* World Acceptance Corporation Common stock, no par value ** 660,367
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$ 6,584,690
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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.
9
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: July 10, 2002 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
(Continued)
10
EXHIBIT INDEX
Exhibit No. Document
23 Consent of KPMG LLP
11