-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHWRNx7hMa8QF1K5gR1DRl18Nr7dxRe8gxoO+7JuetcffEreXyLe0Y+ygZ+Ei4n9 HRebU88tJSitwEKSYruw1Q== 0000950134-02-007931.txt : 20020701 0000950134-02-007931.hdr.sgml : 20020701 20020701155848 ACCESSION NUMBER: 0000950134-02-007931 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020701 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09733 FILM NUMBER: 02693697 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 11-K 1 d98103e11vk.txt FORM 11-K FOR FISCAL YEAR END DECEMBER 31, 2001 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 ------------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------ -------------------- Commission file number 1-9733 A. Full title of the plan and the address of the plan, if different from that of the issuer name below: CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CASH AMERICA INTERNATIONAL, INC. 1600 W. 7th Fort Worth, TX 76102 INFORMATION FURNISHED 1. Audited financial statements and supplemental schedules of the Cash America International, Inc. 401(k) Savings Plan (the "Plan"). 2. The written consent of the independent accountants for the Plan, filed as an exhibit to this annual report. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the undersigned member of the Administrative Committee has duly caused this annual report to be signed on behalf of the Cash America International, Inc. 401(k) Savings Plan by the undersigned thereunto duly authorized. CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN By: /s/ HUGH SIMPSON --------------------------------- Hugh Simpson Cash America International, Inc. 401(k) Savings Plan Administrative Committee Date: June 29, 2002 ii CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2001 AND 2000 AND FOR THE YEAR ENDED DECEMBER 31, 2001 CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN INDEX - --------------------------------------------------------------------------------
Page(s) ------ Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001 3 Notes to Financial Statements 4-9 Supplemental Schedule: I. Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes as of December 31, 2001 10
REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrative Committee of the Cash America International, Inc. 401(k) Savings Plan: In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Cash America International, Inc. 401(k) Savings Plan (the "Plan") at December 31, 2001 and 2000, and the changes in its net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 2001 is presented for the purpose 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. PricewaterhouseCoopers LLP Dallas, Texas June 18, 2002 CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2001 AND 2000 - --------------------------------------------------------------------------------
2001 2000 ----------- ----------- ASSETS Investments, at fair value: Equity mutual funds (cost of $4,888,355 and $4,715,429 for 2001 and 2000, respectively) $ 4,422,607 $ 4,660,149 Fixed income mutual funds (cost of $3,445,532 and $2,379,374 for 2001 and 2000, respectively) 3,453,195 2,345,696 Cash America International, Inc. common stock (cost of $2,330,790 and $2,404,450 for 2001 and 2000, respectively) 2,309,642 1,155,853 Participant loans 901,359 776,848 Cash and equivalents (cost of $29,964 and $224,293 for 2001 and 2000, respectively) 29,964 224,293 ----------- ----------- Total assets 11,116,767 9,162,839 =========== =========== Net assets available for benefits $11,116,767 $ 9,162,839 ----------- -----------
The accompanying notes are an integral part of these financial statements. 2 CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2001 - -------------------------------------------------------------------------------- Additions to net assets attributed to: Dividend income $ 427,009 Interest income 69,874 Net appreciation in fair value of investments 594,797 ----------- Net investment activity 1,091,680 Contributions: Company 547,391 Participant 1,547,922 Rollovers 59,112 ----------- Total additions 3,246,105 ----------- Deductions from net assets attributed to: Participant withdrawals 1,098,204 Deemed distributions 121,233 Administrative expenses 72,740 ----------- Total deductions 1,292,177 ----------- Net increase 1,953,928 Net assets available for benefits: Beginning of year 9,162,839 ----------- End of year $11,116,767 ===========
The accompanying notes are an integral part of these financial statements. 3 CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following brief description of the Cash America International, Inc. 401(k) Savings Plan (the "Plan") is provided as general information only. Participants should refer to the Plan document for complete information regarding the Plan's definitions, benefits, eligibility and other matters. GENERAL The Plan is a contributory savings plan that becomes available to all full-time employees of Cash America International, Inc. (the "Company") who have reached the age of 21 on the first day of the month following the completion of six months of service and all part-time employees who have reached the age of 21 on the first day of the month following the completion of one year of service. Employee contributions to the Plan are voluntary. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and is intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code. CONTRIBUTIONS Participants may contribute a percentage of their annual compensation (up to 22%) to the Plan on a before-tax basis, subject to Internal Revenue Service (IRS) limitations, which are adjusted each year to take into account any cost of living increase provided for that year. For 2001 and 2000, the IRS limitation was $10,500. Contributions designated by the participant are withheld by the employer and remitted directly to the trustee. Company matching contributions are made in cash and are allocated among a participant's account in the same percentages to which the employee directs his or her contributions. The Company matches 50% of a participant's contribution up to 5% of compensation. In addition, rollover contributions from other qualified plans can be added to the Plan by eligible participants. PARTICIPANTS' ACCOUNTS Each participant's account is credited with his or her contribution and allocations of (a) the Company's matching contributions and (b) Plan earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. 4 CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- INVESTMENT OPTIONS A participant may direct contributions in any combination of the following eight investment options: o CASH AMERICA INTERNATIONAL, INC. COMMON STOCK FUND - Funds are invested primarily in shares of Cash America International, Inc. common stock. The number of participants in this fund as of December 31, 2001 is 522. o STABLE VALUE FUND (SCHWAB RETIREMENT MONEY) - Funds are invested in high quality, short-term debt securities such as bank CDs, highly rated commercial paper, and short-term obligations of, or guaranteed by, the U.S. or Canadian Governments. The number of participants in this fund as of December 31, 2001 is 303. o INTERMEDIATE BOND FUND (PIMCO TOTAL RETURN INSTITUTIONAL SHARES) - Funds are invested primarily in debt securities, including U.S. Government securities, corporate bonds, and mortgage-related securities. Funds are also invested in debt securities denominated in foreign currencies. The number of participants in this fund as of December 31, 2001 is 268. o MIXED INVESTMENT FUND (DODGE & COX BALANCED) - Funds are invested primarily in common stocks and convertible securities. Funds are also invested in investment-grade debt securities. The number of participants in this fund as of December 31, 2001 is 477. o BASIC STOCK FUND (T. ROWE PRICE EQUITY INCOME) - Funds are primarily invested in income-producing common stocks. Funds are also invested in fixed-income and foreign securities. The number of participants in this fund as of December 31, 2001 is 384. o GROWTH STOCK FUND (SCHWAB S&P 500) - Funds are primarily invested in common stocks of companies that comprise the S&P 500 Index. The number of participants in this fund as of December 31, 2001 is 413. Prior to February 1, 2000, the Growth Stock Fund was invested in the Harris Associates Investment Trust Oakmark Fund, which invested in common stocks and convertible securities, especially those with prices deemed below their long-term value. Funds were also invested in equity or debt securities of foreign companies. o AGGRESSIVE GROWTH STOCK FUND (BARON ASSET) - Funds are primarily invested in companies with market capitalization between $100 million and $2 billion that have undervalued assets or favorable growth prospects. The number of participants in this fund as of December 31, 2001 is 442. o INTERNATIONAL FUND (DEUTSCHE INTERNATIONAL EQUITY) - Funds are primarily invested in stocks and debt securities of companies and governments outside the United States. The number of participants in this fund as of December 31, 2001 is 209. The allocation of a participant's contributions among investment funds is determined by the participant and may be changed at any time. 5 CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- VESTING Participants are always 100% vested in their voluntary contributions plus actual earnings thereon. Vesting in the remainder of their accounts is based on the number of years of service as follows: VESTING SCHEDULE
YEARS OF SERVICE VESTING PERCENTAGE ---------------- ------------------ Less than 1 0% 1 20% 2 40% 3 60% 4 80% 5 or more 100%
PARTICIPANT LOANS Participants may borrow from their fund accounts a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loan Fund. Loan terms range from one to five years, except for loans funded for purchase of a principal residence which may be repaid over ten years. The loans are collateralized by the balance in the participant's account and bear interest at 1% above the prime rate as published in the Wall Street Journal on the first day of the month in which the loan is funded. Interest rates range from 6.0% to 10.5% for loans outstanding at December 31, 2001. Principal and interest are paid ratably through monthly payroll deductions. A loan origination fee of $50 is assessed to the borrowing participant by the Plan upon funding of the loan. Loans that are not repaid within 90 days of termination with the Company are considered as defaulted and recorded as a deemed distribution, which is a taxable event. Effective January 1, 2001, loan procedures were modified in response to new loan regulations issued by the IRS in 2000. See the Plan document for further information regarding the details of these changes. PAYMENT OF BENEFITS The vested portion of a participant's account becomes available upon termination of employment, retirement, total and permanent disability, death or upon reaching the age of 59-1/2. All distributions from participant accounts must be paid as a lump sum. In the event of death of the participant, the beneficiary is entitled to receive the lump sum distribution. Hardship withdrawals are permitted if the participant meets the eligibility requirements. 6 CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- FORFEITURES Forfeitures represent unvested portions of terminated participants' accounts and are used to partially offset recordkeeping, trustee and other administrative expenses of the Plan. Forfeitures for 2001 were approximately $35,000. Unallocated nonvested forfeitures of approximately $3,000 and $31,000 are available at December 31, 2001 and 2000, respectively, to offset future administrative expenses. BASIS OF ACCOUNTING The financial statements of the Plan are prepared in conformity with accounting principles generally accepted in the United States of America. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments in each investment fund are valued at fair value, using market quotations, where available, and other available information. Participant loans are valued at original loan value, plus accrued interest, less principal repayments, which approximates fair value. The Plan presents, in the statement of changes in net assets available for benefits, the net appreciation (depreciation) in fair value of investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on investments. 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. PARTICIPANT WITHDRAWALS Participant withdrawals are recorded when paid for financial statement purposes. For Form 5500 reporting purposes, participant withdrawals are recorded when processed and approved for payment. PLAN ADMINISTRATION Expenses related to the Plan are borne by four sources: 1) loan origination fees, 2) forfeitures, 3) the Company, and 4) participants. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. 7 CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 2. INVESTMENTS IN EXCESS OF 5% OF NET ASSETS AVAILABLE FOR BENEFITS The fair value of investments that comprised 5% or more of the net assets available for benefits at December 31, 2001 and 2000, were as follows:
2001 2000 ---------- ---------- Mutual funds: Baron Asset Mutual Fund $1,498,205 $1,772,162 Dodge & Cox Balanced Mutual Fund 1,852,535 1,271,580 PIMCO Total Return Institutional Shares Mutual Fund 679,926 391,888 Schwab Retirement Money Mutual Fund 920,734 682,228 T. Rowe Price Equity Income Mutual Fund 1,743,321 1,564,800 Schwab S&P 500 Mutual Fund 939,589 937,059 Cash America International, Inc. Common Stock 2,309,642 1,155,853
These investments are subject to future changes in market prices that may make these financial instruments less valuable and result in a loss. During 2001, appreciation (depreciation) of the Plan's investments was as follows: Fixed income mutual funds $ 42,091 Equity mutual funds (572,090) Cash America International, Inc. common stock 1,124,796 ----------- Net appreciation in fair value of investments $ 594,797 ===========
3. PLAN TERMINATION The Plan has been established with the intention that it will continue and be a permanent plan. However, the Plan may be terminated by resolution of the Company's board of directors at any time, subject to the provisions of ERISA. In the event, the Plan terminates, the participants will become 100% vested in their accounts. 4. PARTY-IN-INTEREST TRANSACTIONS Certain plan investments are shares of Cash America International, Inc. Common Stock. Cash America International, Inc. sponsors the plan; therefore, this investment is considered a party-in-interest transaction. The Plan recorded purchases of $677,714 and sales of $698,769 of the Company's stock during the year ended December 31, 2001. Certain plan investments are shares of mutual funds managed by Charles Schwab Trust Company or its affiliates. This institution serves as trustee to the Plan and, therefore, these investments qualify as party-in-interest transactions. 8 CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 5. FEDERAL INCOME TAX STATUS The Plan obtained a determination letter dated February 12, 1998, from the Internal Revenue Service which stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended subsequent to the date of the determination letter; however, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Accordingly, no provision for federal income taxes has been recorded in the accompanying financial statements. 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
2001 2000 ------------ ------------ Net assets available for benefits per the financial statements $ 11,116,767 $ 9,162,839 Amounts allocated to withdrawing participants (5,930) (54,499) ------------ ------------ Net assets available for benefits per the Form 5500 $ 11,110,837 $ 9,108,340 ============ ============
The following is a reconciliation of participants' withdrawals per the financial statements to the Form 5500:
2001 ----------- Participants' withdrawals per the financial statements $ 1,098,204 Add: Amounts allocated to withdrawing participants at December 31, 2001 5,930 Less: Amounts allocated to withdrawing participants at December 31, 2000 (54,499) ----------- Participants' withdrawals per the Form 5500 $ 1,049,635 ===========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been requested and approved prior to December 31, 2001 but not yet paid as of that date. 9 SUPPLEMENTAL SCHEDULE 10 CASH AMERICA INTERNATIONAL, INC. 401(k) SAVINGS PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 2001 - -------------------------------------------------------------------------------- SUPPLEMENTAL SCHEDULE I
IDENTITY OF ISSUER AND DESCRIPTION CURRENT OF INVESTMENTS COST VALUE ---------------------------------- ----------- ----------- Baron Asset Mutual Fund $ 1,693,094 $ 1,498,205 Dodge & Cox Balanced Mutual Fund 1,842,801 1,852,535 * Schwab S&P 500 Mutual Fund 1,078,536 939,589 PIMCO Total Return Institutional Shares Mutual Fund 681,997 679,926 * Schwab Retirement Money Mutual Fund 920,734 920,734 T. Rowe Price Equity Income Mutual Fund 1,795,206 1,743,321 Deutsche International Equity Mutual Fund 321,519 241,492 * Cash and equivalents 29,964 29,964 * Cash America International, Inc. Common Stock 2,330,790 2,309,642 * Participant loans at 6.0% to 10.5% due through 2006 -- 901,359 ----------- ----------- $10,694,641 $11,116,767 =========== ===========
*Denotes an investment held by an entity known to be a party-in-interest to the Plan. 11 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23 Consent of Independent Accountants
EX-23 3 d98103exv23.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-59733) of Cash America International, Inc. of our report dated June 18, 2002 relating to the financial statements of Cash America International, Inc. 401(k) Savings Plan, which appears in this Form 11-K. PricewaterhouseCoopers LLP Dallas, Texas June 18, 2002 -----END PRIVACY-ENHANCED MESSAGE-----