0000108385-20-000033.txt : 20200714 0000108385-20-000033.hdr.sgml : 20200714 20200714165206 ACCESSION NUMBER: 0000108385-20-000033 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200714 DATE AS OF CHANGE: 20200714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD ACCEPTANCE CORP CENTRAL INDEX KEY: 0000108385 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 570425114 STATE OF INCORPORATION: SC FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19599 FILM NUMBER: 201027546 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 FORMER COMPANY: FORMER CONFORMED NAME: WORLD FINANCE CORP DATE OF NAME CHANGE: 19700210 11-K 1 wrld_11-kx12312019.htm 11-K Document


UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

_________________________________
Form 11-K
__________________________________

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2019

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number: 000-19599
WORLD ACCEPTANCE CORPORATION RETIREMENT SAVINGS PLAN
(Full title of the plan and address of the plan, if different from that of the issuer named below)
WORLD ACCEPTANCE CORPORATION
104 S. Main Street, Greenville, South Carolina 29601
(Name of issuer of the securities held pursuant to the plan and the address of its principal executive office)


















WORLD ACCEPTANCE CORPORATION
Form 11-K
Table of Contents

1


GLOSSARY OF DEFINED TERMS

The following terms may be used throughout this Report.

TermDefinition
ASCAccounting Standards Codification
ASUAccounting Standards Update
CARES
Coronavirus Aid, Relief, and Economic Security
COVID-19
Coronavirus Disease 2019
EmployerWorld Acceptance Corporation
ERISAEmployee Retirement Income Security Act of 1974, as amended
FASBFinancial Accounting Standards Board
GAAPU.S. generally accepted accounting principles
IRC
Internal Revenue Code
PlanWorld Acceptance Corporation Retirement Savings Plan
Plan SponsorWorld Acceptance Corporation
PrincipalPrincipal Trust Company
RMD
Required Minimum Distribution
SAFII
Stable Asset II Fund
Stancorp
Stancorp Financial Group, Inc.


2


WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31,
20192018
Assets:
Investments at fair value
Mutual funds$47,580,883  $37,757,824  
Common stock2,166,055  2,484,862  
Total investments at fair value49,746,938  40,242,686  
Investments at contract value
Stable Asset II Fund10,005,966  11,424,808  
Receivables
Notes receivable from participants 4,797,112  4,339,333  
Participants' contributions233,229  643  
Employer's contributions54,742  —  
Total receivables5,085,083  4,339,976  
Total assets64,837,987  56,007,470  
Liabilities:
Refund payable for excess contributions193,195  115,698  
Total liabilities193,195  115,698  
Net assets available for benefits$64,644,792  $55,891,772  

See accompanying notes to financial statements.
3


WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31,
2019
Additions:
Investment income:
Net appreciation in fair value of investments$7,514,270  
Dividends and interest1,418,816  
Total investment income8,933,086  
Interest income on notes receivable from participants270,271  
Contributions:
Employer, net of forfeitures1,537,591  
Participant3,830,292  
Rollovers375,465  
Total contributions5,743,348  
Total additions14,946,705  
Deductions from net assets attributed to:
Benefits paid to participants5,950,781  
Administrative expenses242,904  
Total deductions6,193,685  
Net increase in net assets available for benefits8,753,020  
Net assets available for benefits at beginning of year55,891,772  
Net assets available for benefits at end of year$64,644,792  

See accompanying notes to financial statements.
4


WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements

(1)Description of Plan

The following description of the Plan provides only general information. Participants should refer to the plan agreement for a complete description of the Plan's provisions.
        
        General

The Plan was formed in February 1993 and is a defined-contribution plan subject to the provisions of ERISA. Quarterly, employees of the Plan Sponsor who meet eligibility requirements may elect to become participants in the Plan. Eligibility requirements include a) being at least 21 years of age and b) having completed at least six months of service.

Principal is the Plan’s trustee and custodian of all Plan assets.

The Retirement Plan Committee determines the appropriateness of the Plan's investment offerings, monitors investment performance, and reports to the Employer's board of directors.

Plan Amendment

The Plan was amended effective January 1, 2019 to adopt regulatory changes to hardship withdrawals per the Bipartisan Budget Act of 2018.

Administrative Costs

Certain expenses of maintaining the Plan are paid directly by the Employer and are excluded from these financial statements. Administrative expenses include fees related to the administration of notes receivable charged directly to the participant's account and certain record-keeping and consulting fees paid by the Plan. Investment-related expenses are included in net appreciation (depreciation) of fair value of investments.

Contributions

The Plan provides for participant contributions on a pre-tax compensation reduction basis. Participants who have attained age 50 before the end of the plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans (rollovers). The Plan also allows participants to make contributions on an after-tax basis (Roth-type). Participants may elect to contribute to the Plan by deferring up to 100% of annual compensation up to specified maximum amounts. The Employer matches a specified percentage of employee contributions, as determined by the Employer. For 2019, the Employer matched 50% of each employee's contributions up to the first 6% of the employee's eligible compensation, providing a maximum Employer contribution of 3% of eligible compensation. The Employer may also contribute a discretionary, non-elective Employer contribution as determined annually by the Employer, of which there was none in Plan year 2019. Contributions are subject to certain Internal Revenue Service limitations.

Participant Accounts

Each participant’s account is credited with the participant’s contribution and the Employer’s matching contribution. Discretionary, non-elective 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 and administrative expenses are allocated to the individual participant accounts based on the proportion of each participant’s account balance compared to the total balance
5


within each fund. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Participants are immediately vested in their voluntary contributions 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 servicePercent of non-forfeitable interest
Less than 20%
220%
340%
460%
580%
6 or more100%

Notwithstanding the aforementioned, upon reaching normal retirement age or upon death or disability, participants become 100% vested.

Investment Options

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 as of each payroll period.

Notes Receivable from Participants

The Plan allows participants to borrow a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 1 to 5 years or up to 10 years for the purchase of a primary residence. The loans are secured by the vested balance in the participant’s account and bear interest at prime plus 1%. For participant loans outstanding as of December 31, 2019, interest rates ranged from 3.25% to 6.52% and mature through 2029. Principal and interest are paid through payroll deductions although lump sum prepayments are allowed.

Payment of Benefits

Participants are entitled to receive a distribution of their vested accounts upon the occurrence of retirement, death, total and permanent disability, financial hardship (as defined by the Plan), at age 59.5 while still employed, or termination of employment for any other reason. The methods of distribution include lump-sum distribution, substantially equal installments, or partial withdrawals, provided the minimum withdrawal is $1,000.

Forfeitures

Forfeitures are used to reduce Plan expenses or Employer contributions to the Plan. During 2019, forfeitures used to reduce Plan expenses totaled $3,294, and forfeitures used to reduce Employer contributions totaled $57,465. There were no unapplied forfeitures at December 31, 2019 and 2018.

6


(2)Summary of Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared on an accrual basis of accounting in accordance with GAAP.

Investments

Plan investments are reported at fair value except for fully benefit-responsive investment contracts, which are reported at contract value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments held by a defined contribution plan are required to be reported at fair value, except for fully benefit-responsive investment contracts. Contract value is the relevant measurement for the portion of the net assets available for benefits attributable to fully benefit-responsive investment contracts because contract value is the amount participants normally would receive if they were to initiate permitted transactions under the terms of the Plan.

The Retirement Plan Committee determines the Plan's valuation policies utilizing information provided by the trustee. See Note 7 for discussion of fair value measurement. Purchases and sales are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Net appreciation or depreciation in fair value of investments includes the gains and losses on investments bought and sold as well as held during the year.

Notes Receivable from Participants

Notes receivable from participants are carried at their unpaid principal balance plus accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. If a participant ceases to make the scheduled repayments and the Plan Administrator deems the participant to be in default, the participant’s note receivable is reduced and a benefit payment is recorded based on the terms of the Plan. No allowance for credit losses has been recorded as of December 31, 2019 and 2018.

Contributions

Contributions from Plan participants and the matching contributions from the Employer are recorded in the year in which the participant compensation is earned. All participant and Employer contributions are participant-directed.

Refund Payable for Excess Contributions

Amounts payable to participants in excess of amounts allowed by the Internal Revenue Service are recorded as a liability with a corresponding reduction to contributions. Refunds payable to participants at December 31, 2019 and 2018 were $193,195 and $115,698, respectively. These refunds were due to excess contributions, which were refunded to participants in 2020 for the year ended December 31, 2019 and in 2019 for the year ended December 31, 2018.

Payment of Benefits

Benefits are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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.

Investment Risk
7



The Plan provides for various registered investment company (mutual fund) investment options in stocks, bonds and fixed income securities, as well as direct common stock investments and a deposit administration contract. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

Recently Issued Accounting Standards to be Adopted

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement. The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the FASB Concepts Statement, including the consideration of costs and benefits. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2019. Early adoption is permitted. Management is currently evaluating the impact the adoption of this guidance will have on Plan financial statements and related disclosures.

(3)Plan Termination

Although it has not expressed any intent to do so, the Employer 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 Employer contributions.

(4)Tax Status

The Plan has adopted a volume submitter plan sponsored by Principal Life Insurance Co., an affiliate of the trustee of the Plan. The volume submitter plan provider has obtained an advisory letter from the Internal Revenue Service dated August 8, 2014 as to the volume submitter plan's qualified status. The Plan administrator believes the Plan is currently designed and operated in compliance with the applicable requirements of the Code and continues to qualify and to operate as designed.

GAAP require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2019 there are no uncertain positions taken, or expected to be taken, that would require recognition of a liability or asset or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

8


(5)Deposit Administration Contract

The SAFII represents a deposit administration contract entered into by the Plan with Stancorp. Stancorp maintains the contributions in an unallocated fund whose assets are invested with other assets in the general account of Stancorp.

The SAFII is a traditional, fully benefit-responsive guaranteed investment contract, which is recorded at contract value. Contract value represents contributions made under the SAFII, plus earnings, less withdrawals and administrative expenses. The contract crediting rate is established at the end of each quarter and is guaranteed for the subsequent quarter, with a minimum crediting rate of 1%. The effective annual crediting rate and yield for the Contract was approximately 2.68% for the year ended December 31, 2019 and 2.54% for the year ended December 31, 2018. There are no reserves against contract value for the credit risk of the SAFII issuer or otherwise.

Certain events might limit the ability of the Plan to transact at contract value; however, no such events are probable of occurring at the time of this filing. Generally, participants may direct the withdrawal or transfer of all or a portion of their investment at contract value. Stancorp may defer any withdrawal request for 30 days after receipt of written notice of the withdrawal request made by the Employer. Stancorp may terminate the contract with 30 days' advance written notice to the Employer.

(6)Related Party and Party-in-Interest Transactions

As the recordkeeper of the Plan and a related affiliate of the Plan's trustee, Principal Trust Company, Principal Life Insurance Company qualifies as a party-in-interest to the Plan. MMC Securities Corporations, serving in its capacity as an investment adviser to the Plan also qualifies as a party-in-interest. Administrative fees remitted to Principal Life Insurance Company and MMC Securities Corporations totaled $205,420 and $37,484 in 2019, respectively. Both amounts are included in the administrative expenses line item of the Statement of Changes in Net Assets Available for Benefits.

Plan assets also include shares of World Acceptance Corporation common stock. World Acceptance Corporation, as the Plan Sponsor, qualifies as a party-in-interest for transactions involving the aforementioned assets. The investment in World Acceptance Corporation common stock was $2,166,055 and $2,484,862 at December 31, 2019 and 2018, respectively, and is participant directed.

Participant loans held by the Plan qualify as party-in-interest transactions. All such transactions are exempt from the prohibited transaction rules under ERISA except for those disclosed in Schedule G, Part III, below.

(7)Fair Value

The FASB ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are less active.
Level 3 – Unobservable inputs for assets or liabilities reflecting the reporting entity’s own assumptions.

The following tables set forth the fair value of the Plan’s investments by category within the fair value hierarchy, if applicable, as of December 31, 2019 and 2018.
9


December 31, 2019
TotalLevel 1Level 2Level 3
Investments at fair value
Mutual funds$47,580,883  $47,580,883  $—  $—  
Common stock2,166,055  2,166,055  —  —  
Total investments at fair value$49,746,938  $49,746,938  $—  $—  

December 31, 2018
TotalLevel 1Level 2Level 3
Investments at fair value
Mutual funds$37,757,824  $37,757,824  $—  $—  
Common stock2,484,862  2,484,862  —  —  
Total investments at fair value$40,242,686  $40,242,686  $—  $—  

Valuation methodologies for the asset classes listed above are described below. There have been no changes in the methodologies used at December 31, 2019 and 2018. There have been no transfers in or out of Levels 1, 2, or 3 during the years ended December 31, 2019 and 2018.

Mutual funds: Valued at daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the SEC. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.

(8)Reconciliation to Form 5500

The following table reconciles net assets available for benefits between the financial statements and Form 5500 as of December 31, 2019 and 2018:
20192018
Net assets available for benefits per the financial statements$64,644,792  $55,891,772  
Add: Excess contributions payable included in financial statements but not in Form 5500193,195  115,698  
Less: Participants' contribution receivable84,149  —  
Net assets available for benefits per Form 5500$64,753,838  $56,007,470  

The following table reconciles the net increase in net assets available for benefits per the financial statements to net income per Form 5500 for the year ended December 31, 2019:
10


2019
Net increase in net assets available for benefits per the financial statements$8,753,020  
Excess contributions payable included in financial statements but not in Form 5500 at:
December 31, 2019193,195  
December 31, 2018(115,698) 
Participants' contribution receivable included in financial statements but not in Form 5500 at:
December 31, 2019(84,149) 
December 31, 2018—  
Net income per Form 5500$8,746,368  

(9)Nonexempt Transactions

For the years ended December 31, 2019 and 2018, the Plan made loans to certain Plan participants in excess of the amount allowed by IRC 72(p). The excess amounts totaled $2,561,057 and $1,206,314, respectively, and are considered nonexempt transactions with a party-in-interest. The Plan is working with ERISA counsel on the corrective measures for the nonexempt transactions.

For the year ended December 31, 2018, the Sponsor inadvertently failed to deposit $12,859 of participant deferrals and loan repayments within the required timeframe as stated by the DOL regulations. For $643 of these late remittances, the Sponsor has reimbursed the Plan for lost interest, filed Form 5330, and paid the applicable excise tax in 2019. For $12,216 of these late remittances, the Sponsor will reimburse the Plan for lost interest, file form 5330, and pay the applicable excise tax in 2020.

(10)Subsequent Events

COVID-19 Pandemic

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic and resulting global disruptions have caused significant economic uncertainty and volatility in financial markets. The impact of COVID-19 continues to evolve rapidly, which has prevented the Plan Sponsor from estimating its full impact on the Plan's financial statements.

Effective April 3, 2020, the Plan adopted the provisions of the CARES Act that was signed into law on March 27, 2020. To qualify for the provisions outlined in the CARES Act a participant must self-certify that they have been impacted by COVID-19 in one of the following ways:
Been diagnosed with virus SARS-CoV-2 or with COVID-19 by a test approved by the Centers for Disease Control and Prevention;
Have a spouse or dependent (as defined in Section 152 of the IRC of 1986) diagnosed with the virus or disease by such a test;
Experienced adverse financial consequences resulting from a reduction in work hours, layoff, quarantine, furlough, or been unable to work due to lack of childcare or business closing, all on account of the virus or disease; or
Other factors determined by the Treasury Secretary.

A self-certified participant qualifies for the following provisions as outlined in the CARES Act:

Withdrawals
Impacted participants may receive up to $100,000 in aggregate for withdrawals before December 31, 2020.
10% penalty tax for early withdrawal is waived.
Not treated as eligible rollover distributions; therefore, a 402(f) notice is not required, and mandatory 20% withholding will not apply. However, 10% federal withholding applies unless the participant elects to opt out.
11


Will be included in the participant’s taxable income over a three-year period, unless the participant elects to have it taxed in the year of distribution.
No limit to the number of such withdrawals each participant can make.
Withdrawals available from a participant’s entire vested account (subject to any trading restrictions and excluding accounts subject to spousal consent, such as money purchase assets).
Repayment of withdrawal amount permitted if repayment occurs within three years of distribution.

Plan loans
Participants may borrow up to the lesser of $100,000 or 100% of their vested balance (subject to any trading restrictions and limitations to specific contributions sources as currently in the Plan) for 180 days beginning March 27, 2020.
Impacted participant loan payments due from March 27, 2020 through December 31, 2020, including those due following a severance from employment, may be delayed for one year. This period is disregarded in determining the loan term, including the 5-year maximum. Subsequent loan payments will be adjusted appropriately to reflect the payment delay, any interest accruing during that delay, and the revised loan term.

RMD
RMD rules for distributions required for the 2020 calendar year are temporarily waived. Plan participants and beneficiaries may still request to receive a distribution equal to the RMD in 2020 if they would prefer.

Change to Participant Loan Program

Effective June 5, 2020, the Plan no longer allows for participant refinancing or reconsolidation of outstanding loan balances. As of the effective date, any outstanding loan must be paid in full prior to a new loan being issued. This change does not affect loans that were outstanding prior to the effective date of the change.

The Plan Sponsor is not aware of any other significant events occurring subsequent to December 31, 2019 that would have a material effect on the financial statements thereby requiring adjustment or disclosure.

WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Schedule G, Part III - Schedule of Nonexempt Transactions
December 31, 2019
(a)(b)(c)(h)
Identity of Party involvedRelationship to plan, employer, or other party-in-interestDescription of transaction including maturity date, rate of interest, collateral, par or maturity valueCost of asset
ParticipantEmployees of Plan SponsorReceived loan proceeds in 2019 in excess of the amount allowed by IRC 72(p).$2,561,057  
ParticipantEmployees of Plan SponsorReceived loan proceeds in 2018 in excess of the amount allowed by IRC 72(p).1,206,314  

12



WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Schedule H, Line 4a - Schedule of Delinquent Participant Contributions
December 31, 2019
Participant Contributions Transferred Late to PlanTotal that Constitute Nonexempt Prohibited TransactionsTotal Fully Corrected Under VFCP and PTE 2002-51
Check here if Late Participant Loan Repayments are included: [X]Contributions Not CorrectedContributions Corrected Outside VFCPContributions Pending Correction in VFCP
2018$12,216  $643  $—  $—  

Participant deferrals were not remitted timely during the year ended December 31, 2018, but were subsequently deposited into the Plan. For $643 of these late remittances, lost earnings have been deposited into the Plan and a Form 5330 was filed with the applicable excise taxes paid during 2019. For $12,216 of these late remittances, lost earnings will be deposited into the Plan and a Form 5330 will be filed with the applicable excise taxes in 2020.
13


WORLD ACCEPTANCE CORPORATION
RETIREMENT SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2019
(a)(b)(c)(d)(e)
Party in-interestIdentity of issuer, borrower, lessor, or similar party Description of investment including maturity date, rate of interest, collateral, par or maturity valueCostCurrent value
Mutual Funds:
Alliance BernsteinAlliance Bernstein Discovery Value A Fund**$105,573  
BlackRockBlackrock Lifepath Index 2060 K Fund**807,196  
BlackRockBlackrock Lifepath Index 2065 K Fund**1,412  
BlackRockBlackrock Lifepath Index Retirement K Fund**2,010,403  
BlackRockBlackrock Lifepath Index 2025 K Fund**5,076,111  
BlackRockBlackrock Lifepath Index 2030 K Fund**7,591,014  
BlackRockBlackrock Lifepath Index 2035 K Fund**6,114,774  
BlackRockBlackrock Lifepath Index 2040 K Fund**6,981,998  
BlackRockBlackrock Lifepath Index 2045 K Fund**6,458,501  
BlackRockBlackrock Lifepath Index 2050 K Fund**4,003,037  
BlackRockBlackrock Lifepath Index 2055 K Fund**1,947,655  
Hartford Mutual FundsHartford International Opportunities Y Fund**378,664  
Metropolitan Life Insurance CoMetro West Total Return Bond I Fund**279,293  
MFS Investment ManagementMFS Value R3 Fund**421,052  
T. Rowe Price FundsT. Rowe Price Blue Chip Growth Fund**1,346,967  
Vanguard GroupVanguard Extended Market Index Admiral Fund**680,687  
Vanguard GroupVanguard Total Bond Market Index Admiral Fund**279,053  
Vanguard GroupVanguard 500 Index Admiral Fund**1,373,982  
Vanguard GroupVanguard Total International Stock Index Admiral Fund**408,207  
William Blair & CompanyWilliam Blair Small-Mid Cap Growth I Fund**1,315,304  
47,580,883  
Deposit Administration Contract:
Standard Insurance CompanyStable Asset II Fund**10,005,966  
*Participant LoansInterest rates from 3.25% to 6.52% and maturity dates through October 6, 2029*****4,797,112  
Common Stock:
*World Acceptance CorporationCommon stock, no par value (quoted at fair value)**2,166,055  
Total$64,550,016  
*Indicates party-in-interest to the Plan
**Cost information has not been included in column (d) because all investments are participant-directed
***The accompanying financial statements classify participant loans as notes receivable from participants

14


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Retirement Plan Committee of World Acceptance Corporation Retirement Savings Plan


Opinion on the Financial Statements
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, 2019 and 2018, the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019 and 2018, and the changes in net assets available for benefits for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Report on Supplemental Information
The supplemental information in the accompanying Schedule of Nonexempt Transactions for the year ended December 31, 2019, Schedule of Delinquent Participant Contributions for the year ended December 31, 2019 and Schedule of Assets (Held at End of Year) as of December 31, 2019, have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedules are fairly stated in all material respects in relation to the financial statements as a whole.

/s/ RSM US LLP

We have served as the Plan's auditor since 2014.

Atlanta, Georgia
July 14, 2020

15


EXHIBIT INDEX
Exhibit
Number
Exhibit DescriptionFiled
Herewith
Incorporated by Reference
Form or
Registration
Number
ExhibitFiling
Date
23
*
*Submitted electronically herewith.

16



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the World Acceptance Corporation Retirement Plan 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 Plan Committee
Date:July 14, 2020
 By:   /s/ R. Chad Prashad
 R. Chad Prashad
President and Chief Executive Officer
Date:July 14, 2020
  
 By: /s/ Lindsay Caulder
 Lindsay Caulder
 Senior Vice President, Human Resources
Date:July 14, 2020






17
EX-23 2 exhibit23_2019.htm EX-23 Document

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in Registration Statement (No. 333-14399) on Form S-8 of World Acceptance Corporation of our report dated July 14, 2020, relating to our audit of the financial statements and supplemental schedules of World Acceptance Corporation Retirement Savings Plan, which appears in this Annual Report on Form 11-K of the World Acceptance Corporation Retirement Savings Plan for the year ended December 31, 2019.

/s/ RSM US LLP

Atlanta, Georgia
July 14, 2020