þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
1 | ||||||||
Financial Statements: |
||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
8 | ||||||||
9 | ||||||||
10 | ||||||||
NOTE:All other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because
they are not applicable. |
||||||||
11 | ||||||||
12 | ||||||||
Consent of Grant Thornton LLP |
-1-
As of December 31, | ||||||||
2007 | 2006 | |||||||
ASSETS: |
||||||||
Investmentsat fair value: |
||||||||
Mutual funds |
$ | 10,566,854 | $ | 7,211,025 | ||||
Collective Trusts |
1,174,286 | 2,413,759 | ||||||
Credit Acceptance Stock Fund |
935,685 | 920,376 | ||||||
Participant loans |
407,858 | 378,914 | ||||||
Total investments |
13,084,683 | 10,924,074 | ||||||
Receivables: |
||||||||
Employer contributions |
4,938 | 5,402 | ||||||
Participant contributions |
56,240 | 50,186 | ||||||
Total receivables |
61,178 | 55,588 | ||||||
Total assets |
13,145,861 | 10,979,662 | ||||||
LIABILITIES: |
||||||||
Excess Contributions Payable |
151,025 | 52,234 | ||||||
Total liabilities |
151,025 | 52,234 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
$ | 12,994,836 | $ | 10,927,428 | ||||
Adjustment from fair value to contract value
for interest in collective trust relating to
fully benefit-responsive investment contracts |
18,442 | 16,446 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 13,013,278 | $ | 10,943,874 | ||||
-2-
For the Year Ended | ||||
December 31, | ||||
2007 | ||||
ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
||||
Investment income: |
||||
Interest and dividends |
$ | 225,546 | ||
Net appreciation in fair value of investments |
91,333 | |||
Net investment income |
316,879 | |||
Contributions: |
||||
Employer |
415,549 | |||
Participant |
2,113,895 | |||
Total contributions |
2,529,444 | |||
Total additions |
2,846,323 | |||
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
||||
Benefits paid to participants |
761,254 | |||
Administrative expenses |
15,665 | |||
Total deductions |
776,919 | |||
Net increase |
2,069,404 | |||
NET ASSETS AVAILABLE FOR BENEFITS: |
||||
Beginning of year |
10,943,874 | |||
End of year |
$ | 13,013,278 | ||
-3-
1. | DESCRIPTION OF THE PLAN | |
The following brief description of the Credit Acceptance Corporation (the Company) 401(k) Profit Sharing Plan and Trust (the Plan), provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plans provisions. | ||
GeneralThe Plan is a defined contribution plan available to all salaried and hourly employees of the Company who have at least 90 days of service and are age 21 or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. | ||
ContributionsParticipants may contribute up to 20 percent of their annual compensation, subject to current Internal Revenue Service (IRS) limitations of $15,500 and $15,000 in 2007 and 2006, respectively, and other limitations based upon the participants compensation level. Contributions withheld from an employees pay on a pre-tax basis are not taxable until withdrawn from the Plan by the participant. The Company makes matching contributions equal to $0.50 for every $1.00 of elective deferred contributions made by each active participant, not to exceed $1,250 annually. Other contributions made by the Company are at its discretion. | ||
Excess Contributions For purposes of complying with the participation and discrimination rules set forth in Section 401(k)(3) of the Internal Revenue Code, certain contributions from highly compensated participants were deemed to exceed allowable deferral limits for the year ended December 31, 2007 by $151,025. These excess contributions were refunded to participants in 2008. In 2006, $52,234 of excess contributions occurred and were refunded to participants in 2007. | ||
Participant AccountsEach participants account is credited with the participants contribution and the Companys matching contributions plus an allocation of the Companys discretionary contributions, if any, and Plan earnings. Allocations are based on participant earnings or account balances, as defined by the Plan. | ||
VestingParticipants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Company contributions portion of their accounts plus earnings thereon is based on years of continuous service. A participant is 100 percent vested after six years of credited service. | ||
LoansSubject to predefined conditions and terms, a participant may borrow from their fund accounts up to 50 percent of the participants vested fund balance, not to exceed $50,000. Loans to participants bear interest rates from 6.00% to 11.50%, maturing at various dates not exceeding five years unless the loan is a home loan that the participant uses to acquire a dwelling which will be used as the participants principal residence. In the case of a home loan, the term may not exceed 15 years. | ||
Payment of BenefitsUpon termination of service due to death, disability, or retirement, a participant may elect to receive the value of the participants vested fund balance in either a lump-sum amount or in installment payments. All benefits requested before December 31, 2007 were paid prior to year end. | ||
Forfeited AccountsAt December 31, 2007 and 2006 forfeited non-vested accounts totaled $5,888 and $0, respectively. Forfeited accounts are used to reduce future employer contributions. In 2007, employer contributions were reduced by $26,132 from forfeited non-vested accounts. | ||
ExpensesPlan expenses (other than investment management and loan fees which are paid by plan participants) are paid by the Company. |
-4-
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of PresentationThe 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. | ||
Use of EstimatesThe 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 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 As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), 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 invests in investment contracts through a collective trust. As required by the FSP, the Statements of Net Assets Available for Benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. | ||
Valuation of Investments and Income RecognitionInvestments are recorded at fair value. Investments in mutual funds and common stock are recorded at fair value based on quoted market process. The Plans interest in the collective trust is valued based on information reported by the investment advisor using the audited financial statements of the collective trust at year end. The participant loans are recorded at their outstanding balances which approximates fair value. 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. | ||
Payments of BenefitsBenefits are recorded when paid. | ||
New Accounting PronouncementsIn September 2006, the FASB issued Statement on Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurement. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company does not believe that adoption of SFAS 157 will have a material impact on the Plans financial statements. | ||
Fair Value Option for Financial Assets and Liabilities. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 permits entities to choose to measure financial assets and liabilities (except for those that are specifically exempted from SFAS 159) at fair value. The election to measure a financial asset or liability at fair value can be made on an instrument-by-instrument basis and is irrevocable. The difference between carrying value and fair value at the election date is recorded as a transition adjustment to opening retained earnings. Subsequent changes in fair value are recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. At this time, the Plan does not intend to adopt SFAS 159. | ||
ReclassificationCertain amounts for prior periods have been reclassified to conform to the current presentation. |
-5-
3. | INVESTMENTS | |
As of December 31, investments representing five percent or more of the Plans assets are as follows: |
2007 | 2006 | |||||||
Am Fds EuroPacific Growth R5 Fund |
$ | 2,351,171 | * | |||||
Franklin Balance Sheet Inv A |
1,545,642 | 1,509,577 | ||||||
Vanguard 500 Index Sig Fund |
1,462,380 | * | ||||||
ABN Amro Income Plus D Fund (1) |
1,174,286 | 1,054,036 | ||||||
Allianz NFJ Div Val Inst Fund |
1,132,537 | * | ||||||
Am Fds Growth Fund of Am R5 Fund |
955,081 | * | ||||||
Vanguard Midcap Index Sig Fund |
954,541 | * | ||||||
Credit Acceptance Stock Fund |
935,685 | 920,376 | ||||||
Royce Value Plus Service Fund |
812,798 | * | ||||||
Amer Fds Bd Fund of Amer R5 Fund |
690,230 | * | ||||||
Amer Fds Income Fund of Amer R5 Fund |
662,474 | * | ||||||
Principal
Trust S&P 500 Index Fund (1) |
* | 1,359,723 | ||||||
American Funds EuroPacific A |
* | 1,637,000 | ||||||
American Funds Washington Mutual A |
* | 880,219 | ||||||
Aston/Veredus Aggregate Growth N Fund |
* | 837,238 | ||||||
Aston/Optimum Mid Cap N Fund |
* | 711,692 | ||||||
Aston/ABN Amro Growth N Fund |
* | 625,267 |
* | Investment was not an option for the year presented | |
(1) | Collective Trust |
During the year ended December 31, 2007 total realized and unrealized appreciation is as follows: |
Mutual funds |
$ | 296,895 | ||
Collective Trusts |
193,479 | |||
Credit Acceptance Stock Fund |
(399,041 | ) | ||
Net appreciation of investments |
$ | 91,333 | ||
4. | RELATED PARTY TRANSACTIONS | |
The Credit Acceptance Stock Fund and participant loans qualify as party-in-interest investments. | ||
5. | 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. | TAX STATUS | |
The Company has adopted a standardized prototype plan. The IRS has issued a favorable opinion letter dated August 30, 2001, in regards to the standardized prototype plan. The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code in all material respects. As such, no provision for income taxes has been included in the Plans financial statements. |
-6-
7. | RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 | |
The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2007 and 2006 to Form 5500: |
2007 | 2006 | |||||||
Net assets available for benefits per the financial statements |
$ | 13,013,278 | $ | 10,943,874 | ||||
Adjustments from fair value to contract value for interest in
collective trust relating to fully benefit responsive
investment contracts |
(18,442 | ) | (16,446 | ) | ||||
Net assets available for benefits per the Form 5500 |
$ | 12,994,836 | $ | 10,927,428 | ||||
The following is a reconciliation of investment income per the financial statements at December 31, 2007 to Form 5500: |
Net investment income per the financial statements |
$ | 316,879 | ||
Less: Adjustments from fair value to contract value for fully
benefit-responsive investment contract at December 31, 2007 |
(18,442 | ) | ||
Add: Adjustments from fair value to contract value for fully
benefit-responsive investment contracts at December 31, 2006 |
16,446 | |||
Net investment income per the Form 5500 |
$ | 314,883 | ||
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 fair value. Form 5500 records net assets available for benefits at contract value. | ||
8. | RISKS AND UNCERTAINTIES | |
The Plan invests in various securities including mutual funds and Company stock. Investment securities, 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 the amounts reported in the Statements of Net Assets Available for Benefits. | ||
9. | NONEXEMPT PARTY-IN-INTEREST TRANSACTIONS | |
The Company remitted participant contribution of $6,053,922 to the trustee later than required by the Department of Labor (DOL) Regulation 2510.3-102 during the years of 2002 through 2006. In July 2007 the Company agreed with a DOL determination that three days after a payroll period is an appropriate amount of time for which participant contributions should be remitted to the trustee. Prior to the DOL determination in July 2007 the Company had remitted participant contributions of $616,371 during 2007 to the trustee later than required by the DOL. The Company will file Form 5330 with the Internal Revenue Service and pay the required excise tax on the transactions. |
-7-
(c) | (e) | |||||||
(b) | Description | Current | ||||||
(a) | Identity of Issue | of Investment | Value | |||||
Capital Research and Mgmt. Co. | Am Fds EuroPacific Growth R5 Fund | $ | 2,351,171 | |||||
Franklin Advisers, Inc. | Franklin Balance Sheet Inv A | 1,545,642 | ||||||
Vanguard Group | Vanguard 500 Index Sig Fund | 1,462,380 | ||||||
ABN Amro | ABN Amro Income Plus D Fund | 1,174,286 | ||||||
Allianz Global Inv Fund Mgmt | Allianz NFJ Div Val Inst Fund | 1,132,537 | ||||||
Capital Research and Mgmt. Co. | Am Fds Growth Fund of Am R5 Fund | 955,081 | ||||||
Vanguard Group | Vanguard Midcap Index Sig Fund | 954,541 | ||||||
* |
Credit Acceptance Corporation | Credit Acceptance Stock Fund | 935,685 | |||||
Royce & Associates, LLC | Royce Value Plus Service Fund | 812,798 | ||||||
Capital Research and Mgmt. Co. | Amer Fds Bd Fund of Amer R5 Fund | 690,230 | ||||||
Capital Research and Mgmt. Co. | Amer Fds Income Fund of Amer R5 Fund | 662,474 | ||||||
* |
Participant | Loans to participants, 6.00% to 11.50% | 407,858 | |||||
TOTAL INVESTMENTS | $ | 13,084,683 | ||||||
* | Party-in-interest |
-9-
Participant Contributions Transferred Late to Plan* | Total that Constitute Nonexempt Prohibited Transactions |
|
$6,670,293 | $6,670,293 |
* | Amount includes $6,053,922 related to the years 2002-2006. The lost earnings on this amount were restored to the plan during 2007. |
-10-
CREDIT ACCEPTANCE CORPORATION 401(k) PROFIT SHARING PLAN AND TRUST |
||||
Date: June 27, 2008 | By: | /s/ Kenneth S. Booth | ||
Kenneth S. Booth | ||||
Chief Financial Officer of Credit Acceptance Corporation |
-11-