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
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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
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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
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Page(s)
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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
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2001 2000
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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
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Total assets 11,116,767 9,162,839
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Net assets available for benefits $11,116,767 $ 9,162,839
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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
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Additions to net assets attributed to:
Dividend income $ 427,009
Interest income 69,874
Net appreciation in fair value of investments 594,797
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Net investment activity 1,091,680
Contributions:
Company 547,391
Participant 1,547,922
Rollovers 59,112
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Total additions 3,246,105
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Deductions from net assets attributed to:
Participant withdrawals 1,098,204
Deemed distributions 121,233
Administrative expenses 72,740
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Total deductions 1,292,177
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Net increase 1,953,928
Net assets available for benefits:
Beginning of year 9,162,839
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End of year $11,116,767
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The accompanying notes are an integral part of these financial statements.
3
CASH AMERICA INTERNATIONAL, INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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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
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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
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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
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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
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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
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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
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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
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Net appreciation in fair value of investments $ 594,797
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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
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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
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Net assets available for benefits per the financial statements $ 11,116,767 $ 9,162,839
Amounts allocated to withdrawing participants (5,930) (54,499)
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Net assets available for benefits per the Form 5500 $ 11,110,837 $ 9,108,340
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The following is a reconciliation of participants' withdrawals per the
financial statements to the Form 5500:
2001
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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)
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Participants' withdrawals per the Form 5500 $ 1,049,635
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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
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SUPPLEMENTAL SCHEDULE I
IDENTITY OF ISSUER AND DESCRIPTION CURRENT
OF INVESTMENTS COST VALUE
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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
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$10,694,641 $11,116,767
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*Denotes an investment held by an entity known to be a party-in-interest to the
Plan.
11
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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23 Consent of Independent Accountants