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, 2005
OR
o
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)
| (a) |
The
following financial statements and reports, which have been prepared
pursuant to the requirements of the Employee Retirement Income Security
Act of 1974, are filed as part of this Annual Report on Form
11-K:
|
Report
of
Independent Registered Public Accounting Firm
Financial
Statements:
Statements
of Net Assets Available for Benefits, December 31, 2005 and 2004
Statements
of Changes in Net Assets Available for Benefits, Years Ended December 31, 2005
and 2004
Notes
to
Financial Statements
Supplemental
Schedule:
Schedule
of Assets (Held at End of Year), December 31, 2005
| (b) |
The
following Exhibits are filed as part of this Annual Report on Form
11-K:
|
Exhibit
23
Consent
of Independent Registered Public Accounting Firm
WORLD
ACCEPTANCE CORPORATION
RETIREMENT
SAVINGS PLAN
Financial
Statements and Schedule
December 31,
2005 and 2004
(With
Report of Independent Registered Public Accounting Firm Thereon)
WORLD
ACCEPTANCE CORPORATION
RETIREMENT
SAVINGS PLAN
Table
of Contents
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Page
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Report
of Independent Registered Public Accounting Firm
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1
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Financial
Statements:
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Statements
of Net Assets Available for Benefits
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2
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Statements
of Changes in Net Assets Available for Benefits
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3
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Notes
to Financial Statements
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4
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Supplemental
Schedule:
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Schedule 1 -
Schedule H, Line 4i - Schedule of Assets (Held at End
of Year)
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December 31,
2005
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9
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Report
of Independent Registered Public Accounting Firm
To
the
Plan Administrator
World
Acceptance Corporation Retirement Savings Plan:
We
have
audited the accompanying statements of net assets available for benefits of
World Acceptance Corporation Retirement Savings Plan (the Plan) as of December
31, 2005 and 2004, and the related statements of changes in net assets available
for benefits 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 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 World Acceptance
Corporation Retirement Savings Plan as of December 31, 2005 and 2004, and the
changes in net assets available for benefits for the years then ended, in
conformity with U.S. generally accepted accounting principles.
Our
audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets (held at end
of
year) as of December 31, 2005 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
June
29,
2006
WORLD
ACCEPTANCE CORPORATION
RETIREMENT
SAVINGS PLAN
Statements
of Net Assets Available for Benefits
December
31, 2005 and 2004
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2005
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2004
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Assets:
|
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Investments,
at fair value
|
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$
|
14,439,680
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12,723,431
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Contributions
receivable:
|
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|
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Employer
|
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29,055
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23,539
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Participant
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66,006
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53,738
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95,061
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77,277
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Total
assets
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14,534,741
|
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12,800,708
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Liabilities:
|
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Refund
payable for excess contributions
|
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80,934
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84,070
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Net
assets available for benefits
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$
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14,453,807
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12,716,638
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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, 2005 and 2004
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2005
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2004
|
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Additions
to net assets attributed to:
|
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Investment
income:
|
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Net
appreciation in fair
value of investments
|
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$
|
754,367
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1,358,295
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Interest
and dividends
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158,429
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103,859
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Total
investment income
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912,796
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1,462,154
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Contributions:
|
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Employer
|
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560,148
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576,266
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Employee
|
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1,449,020
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1,328,088
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Rollovers
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—
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23,332
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Total
contributions
|
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2,009,168
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1,927,686
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Total
additions
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2,921,964
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3,389,840
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Deductions
from net assets attributed to:
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Benefits
paid to participants
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1,184,795
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769,746
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Net
increase in net assets
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1,737,169
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2,620,094
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Net
assets available for benefits at beginning of year
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12,716,638
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10,096,544
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Net
assets available for benefits at end of year
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$
|
14,453,807
|
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|
12,716,638
|
|
|
|
|
|
|
|
|
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|
See
accompanying notes to financial statements.
WORLD
ACCEPTANCE CORPORATION
RETIREMENT
SAVINGS PLAN
Notes
to
Financial Statements
December 31,
2005 and 2004
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.
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, as amended (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. WySTAR Global Retirement Solutions (WySTAR) serves as the Plan’s trustee.
Substantially
all administrative costs of the Plan are paid by the Plan Sponsor.
The
Plan
provides for participant contributions on a pretax compensation reduction basis.
Participants may elect to contribute to the Plan by deferring up to 25%
effective January 1, 2002 (15% prior to January 1, 2002) 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% of compensation are eligible. The Plan Sponsor may also
contribute a discretionary nonelective Employer contribution as determined
annually by the board of directors.
Effective
January 1, 2002, the Plan adopted changes related to the Economic Growth
and Tax Relief Reconciliation Act of 2001, which allows certain participants
a
$1,000 catch-up contribution in 2002, $2,000 in 2003, $3,000 in 2004, and $4,000
in 2005. Catch-up contributions totaled $33,431 in 2005 and $18,670 in
2004.
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.
WORLD
ACCEPTANCE CORPORATION
RETIREMENT
SAVINGS PLAN
Notes
to
Financial Statements
December 31,
2005 and 2004
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 six years of credited service, according to
the
following schedule:
|
Years
of service
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Percent of
nonforfeitable
interest
|
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Less
than 2
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0
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%
|
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2
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20
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%
|
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3
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|
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40
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%
|
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4
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|
60
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%
|
|
5
|
|
|
80
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%
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6
or more
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100
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%
|
Notwithstanding
the aforementioned, upon reaching normal retirement age or upon death or
disability, participants become 100% vested.
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.
Forfeitures
are used to reduce future employer contributions to the Plan. 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 used as a reduction of employer
contributions were $108,456 and $32,281 in 2005 and 2004, respectively.
| (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.
Certain
reclassification entries have been made for fiscal 2004 to conform with the
fiscal 2005 presentation. There was no impact on net assets available for
benefits or changes in net assets available for benefits previously reported
as
a result of these reclassifications.
The
Plan
investments include the UBS Stable Value Fund, World Acceptance Corporation
common stock, mutual funds, and interest-bearing cash. 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. Interest-bearing cash
is
stated at cost which approximates fair value. Investments in World Acceptance
Corporation common stock and mutual funds are stated at fair value as determined
through quoted market prices.
WORLD
ACCEPTANCE CORPORATION
RETIREMENT
SAVINGS PLAN
Notes
to
Financial Statements
December 31,
2005 and 2004
The
UBS
Stable Value Fund consists of units in the Stable Value Portfolio of the UBS
Fiduciary Trust Company Collective Investment Trust for Employee Benefit Plans
(the UBS Stable Value Fund), which is valued at the net asset value of the
underlying investments for this collective trust fund. The underlying
investments of the UBS Stable Value Fund consist primarily of units in the
GIC
Portfolio of the UBS Fiduciary Trust Company Collective Investment Trust for
Employee Benefit Plans (the GIC Collective Trust Fund). The underlying
investments of the GIC Collective Trust Fund consist primarily of guaranteed
investment contracts and synthetic guaranteed investment contracts (collectively
referred to herein as GIC’s) that are carried at contract value (which does not
differ materially from their fair value because they are deemed to be fully
benefit responsive). The ranges of rates on the GIC’s are from 2.986% to 6.380%
with maturity dates ranging from January 2, 2006 to June 1, 2010. No credit
reserves on the issuers of the GIC’s are currently considered necessary by the
trust committee of the GIC Collective Trust Fund.
Refunds
payable to participants at December 31, 2005 and 2004 were $80,934 and
$84,070, respectively. These refunds were due to excess contributions, which
were refunded to participants in 2006 for the year ended December 31, 2005
and in 2005 for the year ended December 31, 2004.
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.
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.
The
Plan
provides for investments that are exposed to risk, such as interest rate,
credit, and market volatility risk. Due to the level of risk associated with
certain investment securities, it is possible that changes in the value of
investment securities may occur in the near term and that changes could
materially affect the amounts reported in the financial statements.
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% vested in their accounts.
WORLD
ACCEPTANCE CORPORATION
RETIREMENT
SAVINGS PLAN
Notes
to
Financial Statements
December 31,
2005 and 2004
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 and is utilizing a prototype plan which has an opinion
letter dated August 7, 2001, which states that the form of the plan identified
as a prototype non-standardized profit sharing plan with CODA is acceptable
under section 401 of the Internal Revenue Code for use by employers for the
benefit of their employees. 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.
The
2002 Plan year is currently under examination by the Internal Revenue
Service. The Company does not expect any findings that will materially impact
the financial statements or the Plan’s tax exempt status.
| (5) |
Investments
and Net Appreciation in Fair Value of
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.
WORLD
ACCEPTANCE CORPORATION
RETIREMENT
SAVINGS PLAN
Notes
to
Financial Statements
December 31,
2005 and 2004
The
following table presents the fair values of investments, with those comprising
more than 5% of total assets separately, at December 31:
| |
|
2005
|
|
2004
|
|
|
Money
market funds, at cost which approximates fair value:
|
|
|
|
|
|
|
|
|
Federated
Automated Cash Management Trust
|
|
$
|
3,007
|
|
|
65,216
|
|
|
Federated
Government U.S. Treasury
|
|
|
77,792
|
|
|
83,076
|
|
|
Total
|
|
|
80,799
|
|
|
148,292
|
|
| |
|
|
|
|
|
|
|
|
Mutual
funds, at quoted market price:
|
|
|
|
|
|
|
|
|
AIM
International Equity Fund
|
|
|
1,460,340
|
|
|
1,090,247
|
|
|
John
Hancock Classic Value Fund
|
|
|
1,397,119
|
|
|
1,217,440
|
|
|
Franklin
Balance Sheet Investment Fund
|
|
|
1,486,187
|
|
|
1,213,881
|
|
|
Franklin
Short-Intermediate U.S. Government Fund
|
|
|
1,031,458
|
|
|
958,732
|
|
|
American
Investment Company of America
|
|
|
1,126,390
|
|
|
1,076,819
|
|
|
Oppenheimer
Capital Appreciation Fund
|
|
|
1,090,704
|
|
|
966,754
|
|
|
American
Bond Fund of America
|
|
|
764,352
|
|
|
682,288
|
|
|
PIMCO
Mid Cap Growth Fund
|
|
|
—
|
|
|
821,029
|
|
|
Allianz
CCM Mid-Cap Fund
|
|
|
1,047,773
|
|
|
—
|
|
|
MFS
Total Return Fund
|
|
|
937,150
|
|
|
803,466
|
|
|
Total
|
|
|
10,341,473
|
|
|
8,830,656
|
|
| |
|
|
|
|
|
|
|
|
UBS
Stable Value Fund
|
|
|
2,544,357
|
|
|
2,203,510
|
|
|
World
Acceptance Corp. common stock, at quoted market price
|
|
|
1,473,051
|
|
|
1,540,973
|
|
|
Total
investments, at fair value
|
|
$
|
14,439,680
|
|
|
12,723,431
|
|
During
the years ended December 31, 2005 and 2004, the Plan’s investments
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated in value by $754,367 and $1,358,295, respectively,
as follows:
| |
|
2005
|
|
2004
|
|
|
Mutual
funds
|
|
$
|
616,265
|
|
|
833,303
|
|
|
Collective
trust fund
|
|
|
74,456
|
|
|
51,708
|
|
|
Common
stock
|
|
|
63,646
|
|
|
473,284
|
|
| |
|
$
|
754,367
|
|
|
1,358,295
|
|
| (6) |
Related
Party Transactions
|
Investments
in World Acceptance Corporation common stock qualify as party-in-interest
transactions.
WORLD
ACCEPTANCE CORPORATION
RETIREMENT
SAVINGS PLAN
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
December
31, 2005
|
(a)
Party
in-
interest
|
|
(b)
Identity
of issue,
borrower,
lessor,
or
similar party
|
|
(c)
Description
of investment
including
maturity date, rate of
interest,
collateral,
par
or maturity value
|
|
(d)
Cost
|
|
(e)
Current
value
|
| |
|
Money
Market Funds:
|
|
|
|
|
|
|
|
| |
|
|
Federated
|
|
Federated
Automated Cash
|
|
|
|
|
|
| |
|
|
|
|
Management
Trust
|
|
**
|
|
$
|
3,007
|
| |
|
|
Federated
|
|
Federated
Government U.S. Treasury
|
|
**
|
|
|
77,792
|
| |
|
Common
and Collective Trust:
|
|
|
|
|
|
|
|
| |
|
|
UBS
|
|
UBS
Stable Value Fund
|
|
**
|
|
|
2,544,357
|
| |
|
Mutual
Funds:
|
|
|
|
|
|
|
|
| |
|
|
AIM
|
|
AIM
International Equity Fund
|
|
**
|
|
|
1,460,340
|
| |
|
|
John
Hancock
|
|
John
Hancock Classic Value Fund
|
|
**
|
|
|
1,397,119
|
| |
|
|
American
|
|
American
Bond Fund of America
|
|
**
|
|
|
764,352
|
| |
|
|
American
|
|
American
Investment Company of America
|
|
**
|
|
|
1,126,390
|
| |
|
|
Franklin
|
|
Franklin
Balance Sheet Investment Fund
|
|
**
|
|
|
1,486,187
|
| |
|
|
Franklin
|
|
Franklin
Short-Intermediate U.S.
|
|
|
|
|
|
| |
|
|
|
|
Government
Fund
|
|
**
|
|
|
1,031,458
|
| |
|
|
Oppenheimer
|
|
Oppenheimer
Capital Appreciation Fund
|
|
**
|
|
|
1,090,704
|
| |
|
|
Allianz
|
|
Allianz
CCM Mid-Cap Fund
|
|
**
|
|
|
1,047,773
|
| |
|
|
MFS
|
|
MFS
Total Return Fund
|
|
**
|
|
|
937,150
|
| |
|
Common
Stock:
|
|
|
|
|
|
|
|
|
*
|
|
|
World
Acceptance Corporation
|
|
Common
stock, no par value
|
|
**
|
|
|
1,473,051
|
| |
|
|
|
|
|
|
|
|
$
|
14,439,680
|
*
Indicates party-in-interest to the Plan.
**
Cost
information has not been included in column (d) because all investments
are
participant-directed.
See
accompanying report of independent registered public accounting
firm.
SIGNATURES
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 it’s behalf by the undersigned hereunto duly
authorized.
| |
|
|
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WORLD
ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
By: World
Acceptance Corporation Retirement
Savings
Plan Advisory Committee
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| Date:
June 29, 2006 |
By: |
/s/
A. A. McLean III |
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A.
Alexander McLean, III, Committee Member
and
Chief Executive Officer
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By: |
/s/
Kelly
Malson Snape |
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Kelly
Malson Snape, Vice President and
Chief
Financial Officer
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EXHIBIT
INDEX
| Exhibit
No. |
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Document |
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23
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Consent
of KPMG LLP
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