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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
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
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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 27, 2003
CASH AMERICA INTERNATIONAL, INC.
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
WITH REPORT OF INDEPENDENT AUDITORS
CASH AMERICA INTERNATIONAL, INC.
401(k) SAVINGS PLAN
CONTENTS
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PAGE(s)
REPORT OF INDEPENDENT AUDITORS...............................................1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits as of December 31, 2002
and 2001................................................................2
Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 2002 and 2001..................................3
Notes to Financial Statements...........................................4-9
SUPPLEMENTAL SCHEDULE
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2002...............................................10
Note: Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act ("ERISA") of 1974 have been omitted because
they are not applicable.
REPORT OF INDEPENDENT AUDITORS
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 statements 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, 2002 and 2001, and the changes in net assets available for benefits
for the years then ended 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
at end of year) as of December 31, 2002 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, TX
June 26, 2003
CASH AMERICA INTERNATIONAL, INC.
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2002 AND 2001
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2002 2001
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ASSETS
Investments, at fair value:
Equity mutual funds (cost of $4,883,957 and $4,888,355 for
2002 and 2001, respectively) $ 3,814,922 $ 4,422,607
Fixed income mutual funds (cost of $4,202,342 and $3,445,532
for 2002 and 2001, respectively) 4,098,869 3,453,195
Cash America International, Inc. common stock (cost of
$2,237,494 and $2,330,790 for 2002 and 2001, respectively) 2,481,615 2,309,642
Participant loans 1,041,823 901,359
Cash and equivalents (cost of $43,531 and $29,964 for
2002 and 2001, respectively) 43,531 29,964
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Total assets 11,480,760 11,116,767
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Net assets available for benefits $11,480,760 $11,116,767
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The accompanying notes are an integral part of these financial statements.
2
CASH AMERICA INTERNATIONAL, INC.
401(K) SAVINGS PAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
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2002 2001
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Additions to net assets attributed to:
Dividend income $ 297,433 $ 427,009
Interest income 67,937 69,874
Net (depreciation) appreciation in fair value of investments (858,502) 594,797
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Net investment activity (493,132) 1,091,680
Contributions:
Company 588,691 547,391
Participant 1,608,232 1,547,922
Rollovers 45,149 59,112
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Total additions 1,748,940 3,246,105
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Deductions from net assets attributed to:
Participant withdrawals 1,347,952 1,219,437
Administrative expenses 36,995 72,740
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Total deductions 1,384,947 1,292,177
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Net increase 363,993 1,953,928
Net assets available for benefits:
Beginning of year 11,116,767 9,162,839
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End of year $ 11,480,760 $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 50%) 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 2002 and
2001, the IRS limitation was $11,000 and $10,500, respectively.
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.
PARTICIPANT 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.
INVESTMENT OPTIONS
A participant may direct contributions in any combination of the following
ten 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, 2002 is 410.
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, 2002 is 302.
4
CASH AMERICA INTERNATIONAL, INC.
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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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, 2002 is 319.
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, 2002 is 451.
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, 2002 is 358.
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, 2002 is 375.
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,
2002 is 382.
o INTERNATIONAL FUND (SCUDDER INTERNATIONAL EQUITY) (FORMERLY 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,
2002 is 185.
o LARGE-CAP GROWTH STOCK FUND (CREDIT SUISSE CAPITAL APPRECIATION) -
Funds are primarily invested in equity securities of United States
companies. The number of participants in this fund as of December 31,
2002 is 62.
o MID/SMALL-CAP VALUE STOCK FUND (ROYCE LOW-PRICED STOCK) - Funds are
invested primarily in small and micro-cap companies trading at less
than $20 per share at the time of investment. The number of
participants in this fund as of December 31, 2002 is 88.
The allocation of a participant's contributions among investment funds is
determined by the participant and may be changed at any time. These
investment options are exposed to various risks, such as interest rate,
market, and credit risks. Due to the level of risk associated with these
investments, it is at least reasonably possible that changes in the values
of such investments will occur in the near term and that such changes could
materially affect participants' account balances and the amounts reported
in the statements of net assets available for benefits.
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:
YEARS OF SERVICE VESTED 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 5.25% to 10.50% for loans outstanding at December
31, 2002. 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 for the
participant.
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.
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 2002 and 2001 were
approximately $40,000 and $35,000, respectively. Unallocated nonvested
forfeitures of approximately $6,000 and $3,000 are available at December
31, 2002 and 2001, 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.
6
CASH AMERICA INTERNATIONAL, INC.
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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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 statements 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, which are charged directly to the borrowing participant's account, 2)
forfeitures, 3) the Company, and 4) participants. Amounts paid by the
Company are not reflected in the Plan's financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
significant estimates and assumptions that affect the reported amounts of
net assets available for benefits at the date of the financial statements
and the changes in net assets available for benefits during the reporting
periods and, when applicable, disclosures of contingent assets and
liabilities at the date of the financial statements. Actual results could
differ significantly from those estimates.
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, 2002 and 2001, were as follows:
2002 2001
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Mutual funds:
Baron Asset Mutual Fund $1,165,756 $1,498,205
Dodge & Cox Balanced Mutual Fund 1,784,831 1,852,535
PIMCO Total Return Institutional Shares Mutual Fund 1,217,917 679,926
Schwab Retirement Money Mutual Fund 1,096,121 920,734
T. Rowe Price Equity Income Mutual Fund 1,443,994 1,743,321
Schwab S&P 500 Mutual Fund 847,606 939,589
Cash America International, Inc. Common Stock 2,481,615 2,309,642
Participant loans 1,041,823 901,359
7
CASH AMERICA INTERNATIONAL, INC.
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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During 2002 and 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the period) increased
(decreased) in fair value as follows:
2002 2001
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Fixed income mutual funds $ (134,631) $ 42,091
Equity mutual funds (983,802) (572,090)
Cash America International, Inc. common stock 259,931 1,124,796
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Net (depreciation) appreciation in fair value of investments $ (858,502) $ 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 $610,068 and sales of $709,805 of the
Company's stock during the year ended December 31, 2002. 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.
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.
8
CASH AMERICA INTERNATIONAL, INC.
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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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:
2002 2001
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Net assets available for benefits per the
financial statements $11,480,760 $11,116,767
Amounts allocated to withdrawing participants (7,430) (5,930)
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Net assets available for benefits per
the Form 5500 $11,473,330 $11,110,837
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The following is a reconciliation of participant withdrawals per the
financial statements to the Form 5500:
2002 2001
----------- ----------
Participant withdrawals per the
financial statements $1,347,952 $1,219,437
Add: Amounts allocated to withdrawing
participants at end of year 7,430 5,930
Less: Amounts allocated to withdrawing
participants at beginning of year (5,930) (54,499)
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Participant withdrawals per the Form 5500 $1,349,452 $1,170,868
========== ==========
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been requested and approved prior to December
31 but not yet paid as of that date.
9
SUPPLEMENTAL SCHEDULE
CASH AMERICA INTERNATIONAL, INC.
401(K) SAVINGS PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS
(HELD AT END OF YEAR) AS OF DECEMBER 31, 2002
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(a) (b), (c) (d) (e)
IDENTITY OF ISSUE AND DESCRIPTION CURRENT
OF INVESTMENT COST VALUE
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Baron Asset Mutual Fund $ 1,570,514 $ 1,165,756
Dodge & Cox Balanced Mutual Fund 1,890,878 1,784,831
* Schwab S&P 500 Mutual Fund 1,139,815 847,606
PIMCO Total Return Institutional Shares Mutual Fund 1,215,343 1,217,917
* Schwab Retirement Money Mutual Fund 1,096,121 1,096,121
T. Rowe Price Equity Income Mutual Fund 1,721,184 1,443,994
* Scudder International Equity Mutual Fund 309,631 227,036
Royce Low-Priced Stock Fund 101,725 90,620
Credit Suisse Capital Appreciation Fund 41,088 39,910
Cash and equivalents 43,531 43,531
* Cash America International, Inc. Common Stock 2,237,494 2,481,615
* Participant loans at 5.25% to 10.50% due
through 2007 - 1,041,823
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$11,367,324 $11,480,760
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* Denotes an investment held by an entity known to be a party-in-interest to
the Plan.
10
INDEX TO EXHIBITS
Exhibit 23 Consent of Independent Auditors