cacc_2011form11k.htm






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


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

For the fiscal year ended December 31, 2011

OR

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

For the transition period from __________ to __________


Commission File Number: 000-20202


A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

CREDIT ACCEPTANCE CORPORATION 401(k) PLAN AND TRUST


B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

CREDIT ACCEPTANCE CORPORATION

25505 West Twelve Mile Road
Southfield, Michigan 48034-8339

 

 



 
 
 
 

 
 
 




TABLE OF CONTENTS

   
Page Number
 
     
Financial Statements:
       
     
     
     
Supplemental Schedules:
       
     
NOTE:  All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
       
     
     
Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm
       


 
 
 
 

 
 
 


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 

 
To Participants and Administrator of the
Credit Acceptance Corporation 401(k) Plan and Trust
 
We have audited the accompanying statements of net assets available for benefits of Credit Acceptance Corporation 401(k) Plan and Trust (the “Plan”) as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011.  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. The Plan is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 the Plan as of December 31, 2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011, in conformity with accounting principles general accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, Form 5500, Schedule H, Part IV, line 4i-Schedule of Assets (Held at End of Year) as of December 31, 2011, 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 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/ GRANT THORNTON LLP
 
Southfield, Michigan
June 12, 2012

 



 
 
 
1

 
 
 


 
CREDIT ACCEPTANCE CORPORATION 401(k) PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 
     
         
           
           
 
   
 
           
           
   
       
           
                 
           
                 
               
   
     
 
   
     
 
   
     
 
                 
           
           
                 
 
   
 
 

See accompanying notes to financial statements.
 



 
 
 
2

 
 
 



CREDIT ACCEPTANCE CORPORATION 401(k) PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 
     
     
 
 
   
 
     
         
     
         
       
     
     
     
     
         
       
   
   
   
         
     
         
       
     
 
 

 
See accompanying notes to financial statements.
 



 
 
 
3

 
 
CREDIT ACCEPTANCE CORPORATION 401(k) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS



 
The following brief description of the Credit Acceptance Corporation (the “Company”, “Credit Acceptance”, “we”, “our”, “us”) 401(k) Plan and Trust (the “Plan”), provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
 
General – The Plan is a defined contribution plan available to all salaried and hourly employees who have at least 3 consecutive months of service with the Company and are age 21 or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
 
Contributions – Participants can elect to contribute 1% to 75% of their gross pay subject to the statutory limitation of $16,500 for the 2011 calendar year, except for participants eligible to make additional catch-up contributions of up to $5,500.   Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (rollover). Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan.  We contribute a maximum of 3.5% of each participant’s eligible annual gross pay.  We match contributions equal to 100% on the first 1% participants contribute and an additional 50% on the next 5% participants contribute.  We may also make a discretionary profit sharing contribution as described in the Plan agreement.  We did not make a discretionary profit sharing contribution during the year ended December 31, 2011.
 
Excess Contributions – Effective January 1, 2010, we amended the Plan to operate under the provisions of a safe harbor 401(k) plan, and as a result, the Plan is no longer subject to the Internal Revenue Service (“IRS”) participation and non-discrimination rules limiting contribution amounts by “highly compensated” participants as defined in Section 401(k)(3) of the Internal Revenue Code (the “Code”).
 
Participant Accounts – Each participant’s account is credited with the participant’s contribution and our matching contributions plus an allocation of discretionary contributions, if any, and Plan earnings and losses.  Allocations are based on participant earnings or account balances, as defined by the Plan.  Participant accounts may also be charged with an allocation of certain administrative expenses.  Allocations are based on the number of participants in the Plan, the value of participant account balances, or specific participant transactions, as defined.
 
Vesting – Participants are immediately vested in their voluntary contributions and our matching contributions plus actual earnings thereon.
 
Notes Receivable from Participants – Subject to predefined conditions and terms, a participant may borrow from their fund accounts up to 50% of the participant’s vested fund balance, not to exceed $50,000.  Notes receivable are secured by the balance in the participants’ account and bear interest rates from 3.25% to 8.50% and 3.25% to 10.50% for balances outstanding at December 31, 2011 and 2010, respectively.  The interest rate is based on the prime rate (as published in the Wall Street Journal on the day the loan is initiated) plus 1%. The notes receivable from participants generally have a maximum repayment period of 5 years, except the maximum repayment period may be extended up to 10 years for the purchase of a principal residence.  Principal and interest is paid ratably through bi-weekly or semi-monthly payroll deductions.
 
Payment of Benefits – Upon termination of service due to death, disability, or retirement, a participant may elect to receive the value of the participant’s vested fund balance in either a lump-sum amount or in installment payments if certain criteria are met.  All benefits requested before December 31, 2011 were paid prior to year end.
  
Administrative Expenses – Certain expenses of maintaining the Plan are paid by us. Loan administration fees are charged directly to the participant’s account and are included in administrative expenses.


 
 
4




 
Basis of Presentation – The accompanying financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”).
  
Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits and the reported amounts of additions and deductions from assets available for benefits during the reported period. Actual results could differ from those estimates.
 
Fully Benefit-Responsive Investment Contracts – Investment contracts held by a defined-contribution plan are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.  The Plan holds investment contracts through a pooled separate account.  During 2011 and 2010, the plan also invested in contracts through a collective trust.  The Statements of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the investment contracts from fair value to contract value.  The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.  The following table presents the gross adjustments of the investment contracts from fair value to contract value. 
     
         
 
   
 
   
     
 
   
 

The investment contract through the pooled separate account is reported at contract value in the financial statements, which represents contributions made to the account, plus earnings on the underlying investments, less participant withdrawals and administrative expenses.  The earnings are provided by the yield on the investment contract (which is determined by the performance of the underlying investments). The interest rates may be reset not more frequently than daily and not less frequently than quarterly.  The average yield and average crediting interest rates were 3.17% and 2.87%, respectively, based on an annualized rate derived from the daily interest factor applied on December 31, 2011. Interest is credited monthly to the account and is guaranteed to be not less than 0% before any deduction for expenses.
 
Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.  The investment contract through the pooled separate account has certain restrictions that impact the ability to collect the full contract value; for example, the Plan may not fully withdraw from the account without incurring a penalty, unless the Plan sponsor provides 12 months’ advance notice to contract issuer.  In the event that the investment contract is terminated by the Plan trustee or the Plan, without advance notice, a market adjustment penalty will apply.  In addition, withdrawals initiated by the Plan sponsor for events including, but not limited to, total or partial plan termination, mergers, spin-offs, lay-offs, early retirement incentive programs, sales or closings, bankruptcy or receivership will be subject to the market rate adjustment to the extent they exceed a predetermined threshold (10% of the Plan’s investment in the pooled separate account). Any transfers out of the pooled separate account must first go through a non-competing investment option and reside there for at least 90 days before transfer to a competing investment option, such as fixed income funds including but not limited to, guaranteed investment contracts, money market funds, or short-term bonds.  The Plan sponsor believes that the occurrence of events that would cause the Plan to transact at less than contract value is not probable. The contract issuer may not terminate the investment contract at any amount less than contract value.

Valuation of Investments and Income Recognition – Investments are recorded at fair 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.  See Note 3 for additional information regarding fair value measurements.  Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Notes Receivable from Participants – Notes receivable from participants are measured at their unpaid principal balance plus any accrued interest but unpaid interest.  Under certain circumstances, delinquent loans may be treated as distributions from the Plan.




Payments of Benefits – Benefits are recorded when paid.

Subsequent Events – We have evaluated events and transactions occurring subsequent to the Statement of Net Assets Available for Benefits date of December 31, 2011 for items that could potentially be recognized or disclosed in these financial statements.  We did not identify any items which would require disclosure in or adjustment to the financial statements.

 
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. We group assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:


Mutual Funds:
These investments are public investment securities valued based on quoted prices in an active market.

Credit Acceptance Stock Fund:
This fund includes our publicly traded common stock as well as cash and cash equivalents. Our common stock is valued at quoted prices available on the NASDAQ Exchange.


Pooled Separate Account:
The fair value of the pooled separate account is based on the value of the underlying assets, as reported to the Plan by the contract issuer. The pooled separate account is comprised of a portfolio of underlying securities that can be valued on active markets. Fair value of the contract is calculated by applying the Plan’s percentage ownership in the pooled separate account to the total market value of the account’s underlying securities.

Collective Trust:
These investments were public investment securities valued at Net Asset Value (“NAV”) and classified as a Stable Value Fund.  The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and divided by the number of shares outstanding.  The NAV is a quoted price in an active market.  The inputs included quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that were not active, inputs other than quoted prices that were observable for the asset or liability and inputs that were derived principally or corroborated by observable market data.  Participant transactions (issuances and redemptions) could occur daily.  During 2010, the Plan initiated a full redemption of the collective trust assets.  In response, the trustee invoked his right to temporarily delay the withdrawal of assets from the trust for a period not exceeding twelve months in order to ensure that securities liquidations were carried out in an orderly manner.  The redemption was fully completed during 2011.





Investments measured at fair value on a recurring basis at December 31, 2011 are as follows:

                 
                       
 
   
   
   
 
         
     
       
         
     
       
         
     
       
         
     
       
         
     
       
                                 
                               
         
     
       
Total common stock
         
     
       
                                 
                               
   
           
       
Total stable value fund
   
           
       
                                 
 
   
   
   
 

Investments measured at fair value on a recurring basis at December 31, 2010 are as follows:

                 
                       
 
   
   
   
 
         
     
       
         
     
       
         
     
       
         
     
       
         
     
       
                                 
                               
         
     
       
Total common stock
         
     
       
                                 
                               
   
           
       
   
           
       
   
           
       
                                 
 
   
   
   
 



 
Investments representing five percent or more of the Plan’s net assets available for benefits are as follows:
 
     
         
 
   
 
           
           
           
         
           
           
           
   
       
   
       

 
The following table presents total realized and unrealized appreciation (depreciation) on the Plan’s investments for the year ended December 31, 2011:
 
     
 
     
Separate Pooled Account
     
 
101,112
 

 
The Credit Acceptance Stock Fund and the pooled separate account qualify as party-in-interest investments.  The Plan trustee, New York Life Trust Company, is affiliated with New York Life Investments which manages the pooled separate account offered to Plan participants.

 
Although we have not expressed any intent to do so, we have the right under the Plan to discontinue our contributions at any time and to terminate the Plan subject to the provisions of ERISA.






 
We use a non-standardized prototype plan document sponsored by Plan trustee. The Plan trustee received an opinion letter from the IRS, dated March 31, 2008, which states that the non-standardized prototype plan document satisfies the applicable provisions of the Code. The Plan itself has not received a determination letter from the IRS. However, the Plan’s management believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income tax has been included in the Plan’s financial statements.

GAAP requires plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken that would require recognition of the liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions and the Plan could be subject to income tax if certain issues were found by the IRS that could result in the disqualification of the Plan’s tax-exempt status; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2008.
 
 
The following is a reconciliation of net assets available for benefits per the financial statements as of December 31, 2011 and 2010 to Form 5500:
     
         
 
   
 
   
   
 
   
 


The following is a reconciliation of the net increase per the financial statements for the year ended December 31, 2011 to Form 5500:  
 
     
 
   
   
 
       
 
   

As discussed in Note 2, the plan invests in fully benefit-responsive investment contracts.  For financial reporting purposes, the net assets available for benefits are recorded at contract value.  Form 5500 records net assets available for benefits at fair value.
 
 
The Plan invests in various investment securities, which in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is 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 balance and the amounts reported in the statements of net assets available for benefits.

 
 
 
9

 
 



SUPPLEMENTAL SCHEDULE


 
CREDIT ACCEPTANCE CORPORATION
401(k) PLAN AND TRUST

FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2011

 
       
         
 
     
 
 
         
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
 
         
             
 

 
* Party-in interest


 
 
 
10

 
 


 
SIGNATURE

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the Credit Acceptance Corporation 401(k) Plan and Trust (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.



 
 
 
CREDIT ACCEPTANCE CORPORATION
401(k) PLAN AND TRUST
 
       
Date: June 12, 2012
By:
/s/ Kenneth S. Booth
 
   
Kenneth S. Booth
 
   
Chief Financial Officer of Credit Acceptance Corporation
 
       


 


 
 
 
11

 
 



EXHIBIT INDEX

Exhibit
Number                      Description                                                                

23.1                     Consent of Grant Thornton LLP
 
 
 
 
 
 
 
 
 
 
 
 

 

 
 
 
12