0000807884-15-000010.txt : 20150313 0000807884-15-000010.hdr.sgml : 20150313 20150313171704 ACCESSION NUMBER: 0000807884-15-000010 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150204 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150313 DATE AS OF CHANGE: 20150313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASH AMERICA INTERNATIONAL INC CENTRAL INDEX KEY: 0000807884 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 752018239 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09733 FILM NUMBER: 15700285 BUSINESS ADDRESS: STREET 1: 1600 W 7TH ST CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173351100 MAIL ADDRESS: STREET 1: 1600 WEST 7TH STREET CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: CASH AMERICA INVESTMENTS INC /TX/ DATE OF NAME CHANGE: 19920520 8-K/A 1 amendeddiscontinuedops8-k.htm 8-K AMENDED DISCONTINUED OPS Amended Discontinued Ops 8-K


 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
 
FORM 8-K/A
 
(Amendment No.1)
 
 
 
 
CURRENT REPORT
 
 
 
 
 
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
 
DATE OF REPORT (Date of Earliest Event Reported):
February 4, 2015
 
 
 
 
 
 
CASH AMERICA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Texas
001-9733
75-2018239
(State of incorporation)
(Commission File No.)
(IRS Employer Identification No.)
 
 
 
 1600 West 7th Street
 Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
 
 
 
Registrant’s telephone number, including area code: (817) 335-1100
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Explanatory Note

This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Cash America International, Inc. (the “Company”) filed on February 4, 2015 to file the revised unaudited balance sheets of the Company referred to in Item 2.02 below (the “Balance Sheets”). The revisions in the Balance Sheets include amounts related to the accounting treatment for the derecognition of goodwill in connection with the spin-off of the Company’s wholly-owned subsidiary, Enova International, Inc. (“Enova”), on November 13, 2014 (the “Enova Spin-off”). During 2010, the Company realigned its reportable segments and, as a result, changed its reporting units into an e-commerce reporting unit and a retail services reporting unit. As a part of the realignment and in accordance with Accounting Standards Codification (“ASC”) 350-20, Intangibles-Goodwill and Other-Goodwill (“ASC 350-20”), the Company allocated approximately $45 million of goodwill from its e-commerce reporting unit to its retail services reporting unit based on the relative fair values of each of those reporting units at that time (the “Allocated Goodwill”). In connection with the Enova Spin-off, Enova included the Allocated Goodwill in the goodwill balance on Enova’s balance sheet since Enova recorded the carrying value in its goodwill (including the Allocated Goodwill) on its stand-alone financial statements. Following the Enova Spin-off, the Company applied the guidance in ASC 505-60, Equity-Spinoffs and Reverse Spinoffs (“ASC 505-60”), which requires the distribution that occurred in connection with the Enova Spin-off to be recorded based on the carrying value of the subsidiary, in its determination to not also include the Allocated Goodwill in the Company’s goodwill balance on the Balance Sheets. After consulting with the Office of the Chief Accountant of the Securities and Exchange Commission (the “SEC”), the Company has revised the Balance Sheets to apply the guidance in ASC 350-20, which requires the amount of goodwill held in the goodwill balance of the reporting unit at the time of its disposal to be derecognized upon disposal. Since the Allocated Goodwill was held in the retail services reporting unit at the time of the Enova Spin-off, the application of ASC 350-20 requires the Company to continue to recognize the Allocated Goodwill, which has resulted in an increase of approximately $45 million in both the amount of goodwill and total equity recognized by the Company on the Balance Sheets in connection with this issue. The Balance Sheets included in Exhibits 99.1 and 99.2 to the Form 8-K filed with the SEC on February 4, 2015 should no longer be relied upon because they have been revised. The Company’s audited consolidated financial information included in its Annual Report on Form 10-K for the year ended December 31, 2014 will also utilize the guidance set forth in ASC 350‑20.

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The unaudited consolidated balance sheets as of December 31, 2014 and 2013 and the unaudited consolidated balance sheets for each quarter in 2014 for the Company previously attached as Exhibits 99.1 and 99.2, respectively, to the Current Report on Form 8-K filed with the SEC on February 4, 2015 have been revised. The revised Balance Sheets that are attached hereto as Exhibits 99.1 and 99.2, respectively, include the adjustments discussed above. The unaudited consolidated statements of income and the reconciliations of GAAP measures to non-GAAP measures of the Company that were included on the Current Report on Form 8-K filed on February 4, 2015 have not been revised.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)
Exhibits

Exhibit No.
Description
99.1
Cash America International, Inc. consolidated balance sheets as of December 31, 2014 and 2013
99.2

Cash America International, Inc. consolidated balance sheets as of March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CASH AMERICA INTERNATIONAL, INC.


 
 
 
 
 
 
 
 
 
 
Date:
March 13, 2015
 
 
/s/ J. Curtis Linscott
 
 
 
 
J. Curtis Linscott
 
 
 
 
Executive Vice President,
 
 
 
 
General Counsel & Secretary







EXHIBIT INDEX
Exhibit No.
Description
99.1
Cash America International, Inc. consolidated balance sheets as of December 31, 2014 and 2013
 
 
99.2
Cash America International, Inc. consolidated balance sheets as of March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014



EX-99.1 2 ex991.htm EXHIBIT 99.1 EX 99.1
Exhibit 99.1

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
(Unaudited)
 
 
 
 
 
December 31,
 
2014
 
2013
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
$
53,042
 
 
$
19,748

 
Restricted cash
60
 
 
8,000

 
Pawn loans
252,168
 
 
261,148

 
Consumer loans, net
44,853
 
 
54,732

 
Merchandise held for disposition, net
212,849
 
 
208,899

 
Pawn loan fees and service charges receivable
53,648
 
 
53,438

 
Income taxes receivable
8,881
 
 
9,573

 
Prepaid expenses and other assets
21,317
 
 
24,969

 
Deferred tax assets
 
 
8,448

 
Note receivable
 
 
425,413

 
Investment in equity securities
131,584
 
 

 
Current assets of discontinued operations
 
 
390,589

 
Total current assets
778,402
 
 
1,464,957

 
Property and equipment, net
201,054
 
 
221,818

 
Goodwill
487,569
 
 
495,214

 
Intangible assets, net
45,828
 
 
52,211

 
Other assets
9,594
 
 
14,843

 
Noncurrent assets of discontinued operations
 
 
256,101

 
Total assets
$
1,522,447
 
 
$
2,505,144

 
Liabilities and Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable and accrued expenses
$
74,331
 
 
$
88,514

 
Customer deposits
17,314
 
 
14,803

 
Current portion of long-term debt
 
 
22,606

 
Current deferred tax liabilities
27,820
 
 

 
Current liabilities of discontinued operations
 
 
476,967

 
Total current liabilities
119,465
 
 
602,890

 
Deferred tax liabilities
72,432
 
 
56,414

 
Other liabilities
878
 
 
980

 
Noncurrent liabilities of discontinued operations
 
 
45,054

 
Long-term debt
196,470
 
 
717,383

 
Total liabilities
389,245
 
 
1,422,721

 
Equity:
 
 
 
 
Cash America International, Inc. equity:
 
 
 
 
Common stock, $0.10 par value per share, 80,000,000 shares authorized, 30,235,164 shares issued and outstanding
3,024
 
 
3,024

 
Additional paid-in capital
86,388
 
 
150,833

 
Retained earnings
1,030,387
 
 
1,017,981

 
Accumulated other comprehensive income
71,959
 
 
4,649

 
Treasury shares, at cost (1,428,495 shares and 2,224,902 shares as of December 31, 2014 and 2013, respectively)
(58,556
)
 
(94,064
)
 
Total equity
1,133,202
 
 
1,082,423

 
Total liabilities and equity
$
1,522,447
 
 
$
2,505,144

 



EX-99.2 3 ex992.htm EXHIBIT 99.2 EX 99.2
Exhibit 99.2

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
2014
 
 
June 30,
2014
 
 
September 30,
2014
 
 
December 31,
2014
 
Assets
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
20,197

 
 
$
113,130

 
 
$
19,291

 
 
$
53,042

 
Restricted cash
8,000

 
 
60

 
 
60

 
 
60

 
Pawn loans
218,093

 
 
263,668

 
 
264,612

 
 
252,168

 
Consumer loans, net
40,843

 
 
45,994

 
 
44,531

 
 
44,853

 
Merchandise held for disposition, net
192,936

 
 
198,919

 
 
215,263

 
 
212,849

 
Pawn loan fees and service charges receivable
43,814

 
 
51,986

 
 
54,501

 
 
53,648

 
Income taxes receivable

 
 
9

 
 

 
 
8,881

 
Prepaid expenses and other assets
26,967

 
 
40,207

 
 
34,502

 
 
21,317

 
Deferred tax assets
7,778

 
 
8,981

 
 
9,562

 
 

 
Note receivable
376,872

 
 

 
 

 
 

 
Investment in equity securities

 
 

 
 

 
 
131,584

 
Current assets of discontinued operations
372,117

 
 
411,347

 
 
447,187

 
 

 
Total current assets
1,307,617

 
 
1,134,301

 
 
1,089,509

 
 
778,402

 
Property and equipment, net
219,107

 
 
217,407

 
 
209,784

 
 
201,054

 
Goodwill
495,130

 
 
495,672

 
 
488,700

 
 
487,569

 
Intangible assets, net
50,569

 
 
49,121

 
 
47,472

 
 
45,828

 
Other assets
14,378

 
 
13,116

 
 
10,560

 
 
9,594

 
Noncurrent assets of discontinued operations
255,698

 
 
270,720

 
 
267,689

 
 

 
Total assets
$
2,342,499

 
 
$
2,180,337

 
 
$
2,113,714

 
 
$
1,522,447

 
Liabilities and Equity
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued expenses
$
67,432

 
 
$
69,055

 
 
$
69,410

 
 
$
74,331

 
Customer deposits
17,227

 
 
18,295

 
 
19,271

 
 
17,314

 
Income taxes currently payable
4,235

 
 

 
 
1,414

 
 

 
Current portion of long-term debt
22,606

 
 

 
 

 
 

 
Current deferred tax liabilities

 
 

 
 

 
 
27,820

 
Current liabilities of discontinued operations
415,183

 
 
62,813

 
 
85,295

 
 

 
Total current liabilities
526,683

 
 
150,163

 
 
175,390

 
 
119,465

 
Deferred tax liabilities
63,186

 
 
64,398

 
 
64,968

 
 
72,432

 
Other liabilities
859

 
 
1,161

 
 
1,019

 
 
878

 
Noncurrent liabilities of discontinued operations
46,679

 
 
542,729

 
 
539,782

 
 

 
Long-term debt
607,650

 
 
300,000

 
 
206,022

 
 
196,470

 
Total liabilities
1,245,057

 
 
1,058,451

 
 
987,181

 
 
389,245

 
Equity:
 
 
 
 
 
 
 
 
 
 
 
Cash America International, Inc. equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock, $0.10 par value per share, 80,000,000 shares authorized, 30,235,164 shares issued and outstanding
3,024

 
 
3,024

 
 
3,024

 
 
3,024

 
Additional paid-in capital
116,726

 
 
86,184

 
 
87,718

 
 
86,388

 
Retained earnings
1,062,737

 
 
1,082,725

 
 
1,091,629

 
 
1,030,387

 
Accumulated other comprehensive income
5,182

 
 
7,998

 
 
2,073

 
 
71,959

 
Treasury shares, at cost (2,140,368 shares, 1,382,602 shares, 1,379,345 shares and 1,428,495 shares as of March 31, 2014, June 30, 2014, September 30, 2014, and December 31, 2014, respectively)
(90,227
)
 
 
(58,045
)
 
 
(57,911
)
 
 
(58,556
)
 
Total equity
1,097,442

 
 
1,121,886

 
 
1,126,533

 
 
1,133,202

 
Total liabilities and equity
$
2,342,499

 
 
$
2,180,337

 
 
$
2,113,714

 
 
$
1,522,447