CASH AMERICA INTERNATIONAL INC
10-Q, 1995-05-15
MISCELLANEOUS RETAIL
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<PAGE>   1
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                                      
                                  FORM 10-Q

                               ----------------

(Mark One)
   [X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1995

                                      OR

   [ ]          TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _______________

Commission File Number 1-9733


                        CASH AMERICA INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                 TEXAS                                          75-2018239
   (State or other jurisdiction                             (I.R.S. Employer
         of incorporation or                               Identification No.)
            organization)                                   
                                                    
           1600 WEST 7TH STREET                            
            FORT WORTH, TEXAS                                     76102
   (Address of principal executive offices)                    (Zip Code)
                                                    
                                 (817) 335-1100
              (Registrant's telephone number, including area code)

                                      N/A
              (Former name, former address and former fiscal year,
                         if changed since last report.)

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes     X                 No  
     -------                  -------

                     APPLICABLE ONLY TO CORPORATE ISSUERS:
28,584,798 common shares, $.10 par value, were outstanding as of April 30, 1995

================================================================================

<PAGE>   2

                        CASH AMERICA INTERNATIONAL, INC.

                                INDEX TO 10-Q

PART I.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                Page 
<S>                                                             <C> 
   Item 1. Financial Statements (Unaudited)                      
                                                                 
     Consolidated Balance Sheets - March 31, 1995                
     and 1994 and December 31, 1994...........................   1  
                                                                 
     Consolidated Statements of Income - Three Months            
     Ended March 31, 1995 and 1994............................   2  
                                                                 
     Consolidated Statements of Stockholders' Equity -           
     Three Months Ended March 31, 1995 and 1994...............   3  
                                                                 
     Consolidated Statements of Cash Flows -                     
     Three Months Ended March 31, 1995 and 1994...............   4  
                                                                 
     Notes to Consolidated Financial Statements...............   5  
                                                                 
                                                                 
   Item 2. Management's Discussion and Analysis                  
           of Financial Condition and Results of Operations...   8  
                                                                 
                                                                 
PART II.  OTHER INFORMATION...................................  15  
                                                                 
SIGNATURE.....................................................  16  
</TABLE>                                                         
                                                                 
                                                                 
                                                                 
                                                                 
                                                                 
<PAGE>   3
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)                          (UNAUDITED)


<TABLE>
<CAPTION> 
===================================================================================================
                                                                    March 31              Dec 31         
                                                              1995           1994          1994          
                                                            ----------     ---------    ----------
<S>                                                          <C>            <C>          <C>            
ASSETS                                                                                                  
                                                                                                        
     Current assets:                                                                                    
          Cash and cash equivalents                          $  4,868       $  1,161     $  4,827       
          Service charges receivable                           19,333         12,817       18,626       
          Loans                                                79,344         50,753       78,095       
          Inventory, net                                       81,605         61,700       80,894       
          Prepaid expenses and other                            7,015          4,676        6,794       
                                                            ----------     ---------    ----------
              Total current assets                            192,165        131,107      189,236       
     Property and equipment, net                               66,954         50,698       63,241       
     Intangible assets, net                                    65,834         62,032       64,915       
     Other assets                                               6,913          3,124        6,865       
                                                            ----------     ---------    ----------
              Total assets                                   $331,866       $246,961     $324,257       
                                                            ==========     ==========   ==========                          
                                                                                                        
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                    
                                                                                                        
     Current liabilities:                                                                               
          Accounts payable and accrued expenses              $  8,770       $  7,689     $ 13,790       
          Customer layaway deposits                             4,260          3,283        3,576       
          Income taxes currently payable                        5,048          3,593        3,661       
                                                            ----------     ---------    ----------
              Total current liabilities                        18,078         14,565       21,027       
                                                                                                        
     Long-term debt:                                                                                    
          Bank lines of credit                                 95,954         33,300       89,796       
          Notes payable - TIAA                                 30,000         30,000       30,000       
                                                            ----------     ---------    ----------
                                                              125,954         63,300      119,796       
     Stockholders' equity:                                                                              
          Common stock, $.10 par value per                                                              
            share, 80,000,000 shares authorized                 3,024          3,024        3,024       
          Paid in surplus                                     121,525        121,008      121,481       
          Retained earnings                                    73,077         58,580       70,081       
          Foreign currency translation adjustment              (2,403)        (5,198)      (3,692)      
                                                            ----------     ---------    ----------
                                                              195,223        177,414      190,894       
          Less - shares held in treasury, at cost              (7,389)        (8,318)      (7,460)      
                                                            ----------     ---------    ----------
        Total stockholders' equity                            187,834        169,096      183,434       
                                                            ----------     ---------    ----------
        Total liabilities and stockholders' equity           $331,866       $246,961     $324,257       
                                                            ==========     ==========   ==========                          
===================================================================================================
</TABLE>

See notes to consolidated financial statements.



                                    Page 1

<PAGE>   4
                                                                          
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES                         
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share)                       (UNAUDITED)

<TABLE>
<CAPTION>
==========================================================================================
                                                                   Three Months Ended
                                                                         March 31
                                                                 -----------------------
                                                                    1995         1994
<S>                                                                <C>          <C>
PAWN SERVICE CHARGES                                               $30,103      $21,107

GROSS PROFIT FROM SALES
     Sales                                                          41,100       34,207
     Cost of sales                                                  34,134       27,338
                                                                  ---------    ---------
          Gross profit                                               6,966        6,869

                                                                  ---------    ---------
NET REVENUES                                                        37,069       27,976
                                                                  ---------    ---------

OPERATING EXPENSES
     Operations                                                     21,459       16,243
     Administration                                                  4,239        3,123
     Amortization                                                      911          847
     Depreciation                                                    2,727        1,889
                                                                  ---------    ---------
          Total operating expenses                                  29,336       22,102
                                                                  ---------    ---------

Income from operations                                               7,733        5,874

Interest expense, net                                                2,458          961
Other expense                                                           56          169
                                                                  ---------    ---------

Income before income taxes                                           5,219        4,744
Provision for income taxes                                           1,866        1,812
                                                                  ---------    ---------

NET INCOME                                                         $ 3,353      $ 2,932
                                                                  =========    =========
==========================================================================================

Net income per share:
          Primary                                                    $0.12        $0.10
          Fully diluted                                              $0.12        $0.10

Weighted average shares (in thousands):
          Primary                                                   29,033       28,984
          Fully diluted                                             29,033       28,984

==========================================================================================
</TABLE>

See notes to consolidated financial statements.





                                    Page 2
<PAGE>   5

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Three Months Ended March 31, 1995 and 1994
(Dollars in thousands, except shares)                           (UNAUDITED)

<TABLE>
<CAPTION>
============================================================================================================================
                                                                                                                   
                                                                                                        Foreign    
                                     Common Stock                               Treasury Stock          Currency   
                                 --------------------    Paid In    Retained -----------------------   Translation
                                    Shares     Amount    Surplus    Earnings    Shares       Amount     Adjustment   Total
                                 ------------ -------   ---------  --------- -------------- --------   ----------- ---------
<S>                               <C>         <C>        <C>        <C>        <C>          <C>         <C>        <C>
Balance at                                                                                  
  December 31, 1994               30,235,164   $3,024    $121,481   $70,081    1,666,099    $(7,460)    $(3,692)   $183,434
                                                                                            
  Net income                                                          3,353                                           3,353
                                                                                            
  Dividends declared                                                   (357)                                           (357)
                                                                                            
  Treasury shares reissued                                     31               (15,733)         71                     102
                                                                                            
  Tax benefit from exercise                                                                 
       of stock options                                        13                                                        13
                                                                                            
  Foreign currency                                                                          
       translation adjustment                                                                             1,289       1,289
                                 ------------ -------   ---------  ---------  ------------  ---------  ---------- ----------
Balance at                                                                                  
  March 31, 1995                  30,235,164   $3,024    $121,525   $73,077    1,650,366    $(7,389)    $(2,403)   $187,834
                                 ============ =======   =========  =========  ============  =========  ========== ==========
                                                                                            
============================================================================================================================
                                                                                            
Balance at                                                                                  
  December 31, 1993               30,235,164   $3,024    $120,955   $56,004    1,832,137    $(7,953)    $(5,308)   $166,722
                                                                                            
  Net income                                                          2,932                                           2,932
                                                                                            
  Dividends declared                                                   (356)                                           (356)
                                                                                            
  Treasury shares acquired                                                       68,500        (552)                   (552)
                                                                                            
  Treasury shares reissued                                    (19)              (43,037)        187                     168
                                                                                            
  Tax benefit from exercise                                                                 
     of stock options                                          72                                                        72
                                                                                            
  Foreign currency                                                                          
       translation adjustment                                                                               110         110
                                 ------------ -------   ---------  ---------  ------------  ---------  ---------- ----------
Balance at                                                                                  
  March 31, 1994                  30,235,164   $3,024    $121,008   $58,580    1,857,600    $(8,318)    $(5,198)   $169,096
                                 ============ =======   =========  =========  ============  =========  ========== ==========
============================================================================================================================
</TABLE>

See notes to consolidated financial statements.




                                    Page 3
<PAGE>   6
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)                                         (UNAUDITED)
(UNAUDITED)

<TABLE>
<CAPTION>
==========================================================================================
                                                                   Three Months Ended
                                                                        March 31
                                                                 ----------------------
                                                                   1995         1994
<S>                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Reconciliation of Net Income to Net Cash
   Provided By Operating Activities:
     Net income                                                     $3,353       $2,932
     Adjustments to reconcile net income to net
       cash provided by operating activities:
          Amortization                                                 911          847
          Depreciation                                               2,727        1,889
          (Increase) decrease in service charges receivable           (489)         284
          (Increase) decrease in inventory                            (501)       2,343
          (Increase) decrease in prepaid expenses and other           (785)         145
          Decrease in accounts payable
            and accrued expenses                                    (5,121)      (1,400)
          Increase in layaway deposits, net                            682          482
          Increase in income taxes payable                           1,148        1,184
          Increase (decrease) in deferred taxes                        185         (406)
                                                                  ---------    ---------
     Net cash provided by operating activities                       2,110        8,300
                                                                  ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Loans forfeited and transferred to inventory                        20,631       14,164
Loans repaid or renewed                                             57,456       43,406
Loans made, including loans renewed                                (78,151)     (58,126)
                                                                  ---------    ---------
          Net increase in loans                                        (64)        (556)
Acquisitions                                                        (1,412)      (4,855)
Purchases of property and equipment                                 (6,287)      (3,765)
Proceeds from sales of property and equipment                          -          1,230
                                                                  ---------    ---------
     Net cash used by investing activities                          (7,763)      (7,946)
                                                                  ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (payments) under bank lines of credit                 5,600         (700)
Proceeds from issuance of stock, net                                   102          168
Treasury stock acquired                                                -           (552)
Dividends paid                                                        (357)        (356)
                                                                  ---------    ---------
     Net cash provided (used) by financing activities                5,345       (1,440)
                                                                  ---------    ---------

Effect of exchange rate changes on cash                                349            2
                                                                  ---------    ---------

Increase (decrease) in cash and cash equivalents                        41       (1,084)
Cash and cash equivalents at beginning of period                     4,827        2,245
                                                                  ---------    ---------
Cash and cash equivalents at end of period                          $4,868       $1,161
                                                                  =========    =========
==========================================================================================
</TABLE>

See notes to consolidated financial statements.




                                    Page 4
<PAGE>   7

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (UNAUDITED)      

- --------------------------------------------------------------------------------

NOTE 1 - BASIS OF PRESENTATION

        The accompanying consolidated financial statements include the accounts
of Cash America International, Inc. and its wholly owned subsidiaries (the
"Company").  All significant intercompany accounts and transactions have been
eliminated in consolidation.  At March 31, 1995, the Company had a 49%
ownership interest in Mr. Payroll Corporation ("Mr. Payroll") (see Note 4).
The investment is being accounted for using the equity method of accounting,
whereby the Company records its 49% share of earnings or losses of Mr. Payroll
in its consolidated financial statements.

        The financial statements as of March 31, 1995 and 1994 and for the
three months then ended are unaudited but, in management's opinion, include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the results for such interim periods.  Operating results
for the three months are not necessarily indicative of the results that may be
expected for the full fiscal year.

        Certain amounts in the consolidated statements of income for the three
months ended March 31, 1994, have been reclassified to conform with the
presentation form adopted in 1995.  These reclassifications have no effect on
the net income previously reported.

        These financial statements and related notes should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's 1994 Annual Report to Stockholders.


NOTE 2 - ACQUISITION

        On September 22, 1994, the Company acquired all of the outstanding
stock of Svensk Pantbelaning, a company operating a chain of ten pawnshops in
Sweden. The Company paid $5.4 million and assumed liabilities of $17 million,
consisting primarily of bank debt.  The Company received $18 million of
tangible assets, consisting primarily of $16 million in pawn loans outstanding.





                                    Page 5
<PAGE>   8
NOTE 3 - LONG-TERM DEBT

        On September 21, 1994, in conjunction with the acquisition of Svensk
Pantbelaning, the Company's wholly owned subsidiary, CAII Pantbelaning AB,
established a 193,750,000 Swedish kronor ("SEK") term loan.  The term loan
matures three years from the date of inception and there is no scheduled
amortization of the principal balance prior to maturity.  Interest is payable
at Stockholm InterBank Offered Rate (STIBOR) plus 1%, currently at 9.15%.  As
of March 31, 1995, SEK 193,750,000 (approximately $26,654,000) was outstanding
under the term loan.

        On May 12, 1993, the Company issued $30,000,000 of "8.33% Senior
Unsecured Notes", due May 1, 2003.  Interest is payable on May 1 and November 1
of each year.  Mandatory annual payments of $4,285,714 commence May 1997.  On
May 28, 1993, the Company entered into two swap agreements for $10,000,000
each, under which the Company receives a fixed rate of 4.87% and pays the bank
a variable rate (currently 6.5625%) repriced every six months to the prevailing
6 month BBA average LIBOR rate.  The effective interest rate on the Senior
Unsecured Notes for the period December 2, 1994, to June 2, 1995, is 9.52%
after taking into account the two swap transactions.

        On June 7, 1994, the Company extended the maturity date and made
certain modifications to its $125,000,000 unsecured bank line of credit
originally entered into on June 29, 1993.  The agreement was modified to extend
the maturity of $100,000,000 of the line of credit to April 30, 1997, with the
remaining $25,000,000 portion scheduled to mature on June 6, 1995.  As of March
31, 1995, no borrowings had been made under the $25,000,000 portion of the bank
line of credit.  The Company has the option each year to request a one-year
extension, thus moving the maturity date of the entire facility forward one
year.  Interest is paid quarterly at rates determined at the Company's option
of either the bank's prime lending rate or LIBOR plus 1%.  In addition the
agreement provides for annual commitment fees of 3/8% per annum on the unused
portion of $100,000,000 of the commitment and .15% per annum on the unused
portion of $25,000,000 of the commitment.

        The Company's wholly owned subsidiary, Harvey & Thompson, Ltd., has a
committed 5 million pound sterling unsecured line of credit, which matures on
February 8, 1996, from a U.K. based commercial bank.  Interest is payable
quarterly at an interest rate equal to the Bank's sterling cost of funds plus
60 basis points for borrowings less than 13 days and 55 basis points for
borrowings of 14 days or more.  Harvey & Thompson, Ltd. pays a fee on the
unused portion of the line of credit of .15% per annum.  The facility is
governed by a credit agreement which provides minimum levels of





                                    Page 6
<PAGE>   9
assets and net worth which must be maintained by Harvey & Thompson.  To date,
Harvey & Thompson has not borrowed under the line of credit.

NOTE 4 - INVESTMENT IN AFFILIATE

        On July 13, 1994, the Company paid $2 million to acquire a 49% interest
in Mr. Payroll, a private, Texas-based company which sells franchised
check-cashing kiosks primarily in Southwestern states.  The Company intends to
operate franchised check-cashing kiosks in some of its pawnshop locations.

        In conjunction with its investment, the Company has entered into a
revolving credit agreement with Mr. Payroll which provides for maximum
borrowings of $1.5 million from the Company.  Interest is payable quarterly at
the LIBOR rate plus four percent.  The entire unpaid principal balance is due
and payable in full on February 28, 1997.  Mr. Payroll has granted the Company
a security interest in and lien on all of its assets.  As of March 31, 1995,
Mr. Payroll had borrowings outstanding of $950,000.

NOTE 5 - LITIGATION

        The Company is a defendant in certain lawsuits encountered in the
ordinary course of its business.  In the opinion of management, the resolution
of these matters will not have a material adverse effect on the Company's
financial position or results of operations.





                                    Page 7
<PAGE>   10

SUMMARY OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FIRST QUARTER ENDED MARCH 31, 1995 vs
FIRST QUARTER ENDED MARCH 31, 1994
- --------------------------------------------------------------------------------
Summary Consolidated Financial Data
- -----------------------------------------
     The following table sets forth selected consolidated financial data with
respect to the Company for the three months ended March 31, 1995 and 1994.

<TABLE>
<CAPTION>
                                                  ($ in thousands)
                                             1995       1994       Change
                                           ---------  ---------   --------
<S>                                        <C>        <C>         <C>
Pawn service charges                        $30,103    $21,107       43%
Gross profit from sales
  Sales                                      41,100     34,207       20%
  Cost of sales                              34,134     27,338       25%
                                           ---------  ---------   --------
    Gross profit                              6,966      6,869       1%
                                           ---------  ---------   --------

Net Revenues                                $37,069    $27,976       33%
                                           ---------  ---------   --------

Other Data:
  Gross profit as a percentage of sales        17.0%      20.1%     (15)%
  Average annualized inventory turnover         1.7X       1.8X      (6)%
  Annualized yield on loans                     154%       174%     (11)%
  Average inventory balance per
   average location in operation               $233       $219        6%
  Average loan balance per
   average location in operation               $228       $175       30%
  Average pawn loan at end of                                        
   period (whole dollars)                       $90        $74       22%

  Expenses as a percentage of net revenues:
     Operations                                57.9%      58.1%       0%
     Administration                            11.4%      11.2%       2%
     Depreciation and amortization              9.8%       9.8%       0%
     Interest, net                              6.6%       3.4%      94%

Locations in Operation:
  Beginning of period                           340        280
  Acquired                                        3          8
  Established                                    16          6
  Combined                                       (2)        (3)
                                           ---------  ---------   
  End of period                                 357        291       23%
                                           =========  =========   ========
  Average number of locations in
     operations during the period (a)           349        282       24%
                                           =========  =========   ========
</TABLE>

(a) Averages based on accumulation of month-end balances and dividing aggregate
total by total months in the period.

                                    Page 8
<PAGE>   11
1ST QUARTER 1995 VS 1994

IMPACT OF EXPANDING OPERATIONS

    The Company expanded its operations over the 15-month period from December
31, 1993 through March 31, 1995 with the addition of 82 pawnshops.  Fifty-eight
stores were started and 24 stores were acquired during the period, and five
stores were combined into existing locations for a net addition of 77 stores
during the 15-month period.  At March 31, 1995, the Company operated 357
pawnshops--314 in 14 states in the United States, 33 jewelry-only and loan-only
pawnshops in the United Kingdom operating under the name Harvey & Thompson,
Ltd., and 10 loan-only pawnshops which concentrate primarily in jewelry in
Sweden and operate under the name Svensk Pantbelaning.  The group of
corporations which comprise the  Swedish chain was acquired in September 1994
in a cash transaction.

    Net revenues (total revenues less cost of sales) increased 33% in the first
quarter of 1995 over the same period of 1994, and is attributable to a 9% gain
on comparable stores (those in operation more than one year) and a 24% increase
in average stores open during the two periods.


PAWN SERVICE CHARGES

    Pawn service charges increased 43% in the first quarter of 1995 over the
comparable quarter in 1994 due to gains in both comparable stores and number of
average locations in operation.  Pawn service charges on comparable stores
increased by 20% due to an increasing loan to value ratio in domestic stores
after the first quarter of 1994 and a 5% increase in the average yield on
domestic loans to 218% in the first quarter of 1995 compared to 207% for the
same period in 1994.  In the first quarter of 1994, the Company operated its
domestic pawnshops under a lower loan to value ratio, which determines the
amount to lend on a particular item.  When the Company increased its loan to
value ratio in domestic stores later in 1994, its loan balance and pawn service
charges increased, as did the amount of unredeemed merchandise available for
sale to customers.  The acquisition of Svensk Pantbelaning accounted for
approximately 50% of the increase in pawn service charges attributable to the
increase in the number of locations.

    The Company's average dollar loan increased to $90 from $74 and the average
yield on loans outstanding decreased to 154% from 174% for the periods March
31, 1995 and 1994, respectively.  Both of these factors are due to the
acquisition of Svensk Pantbelaning, which has a higher amount per loan, of
approximately $232, and a lower yield, of approximately 50%, than did the
Company's consolidated operations in





                                    Page 9
<PAGE>   12
the United States and the United Kingdom.  The weighting of the Swedish loans
in the Company's consolidated portfolio caused these changes in yields and
average loan amount.  The U.K. yield and the U.S. and U.K. average loan amounts
were unchanged compared to the prior period and the U.S. yield increased as
noted above.


SALES AND GROSS PROFIT

    Sales for the three months ended March 31, 1995 increased 20% compared to
the first quarter of 1994, caused by a 24% increase in average locations and a
4% increase in sales from comparable stores from the prior period.  The
Company's increase in the loan to value ratio, referred to above, after the
first quarter of 1994 contributed to the increase in comparable store sales,
and to a decline in the gross profit margin on sales to 17% in the three months
ended March 31, 1995 compared to 20% in the prior period.  In addition to a
higher cost in merchandise from unredeemed loans than in the prior period, the
Company utilized price discounting to sell selected merchandise and also had
increased sales of jewelry at wholesale.  Inventory turns declined to 1.7 times
from 1.8 times in the same period of the prior year as a result of a 6%
increase in average inventory per store in the three months ending March 31,
1995 compared to the prior period.  Contributing to the decline in inventory
turns were higher concentrations of startup stores, which have lower turns
during the first year of operations, and delayed Federal income tax refunds
received by the Company's customers.  The Company believes that this delay,
which was caused by changes in the processing methods utilized by the Internal
Revenue Service, decreased sales because many customers typically use a portion
of their refund to repay loans and purchase items of personal property.


EXPENSES

    Operating expenses relative to net revenues remained constant over the two
periods at 58%.  The overall increase in operating expenses of 32% is driven by
a 6% increase in same store operating expenses and the 24% increase in average
stores in operation for the period.

    Administrative expenses increased 36% over the prior period, but remained
virtually unchanged as a percentage of net revenues at 11% for each of the two
periods.  The 36% increase in administrative expense is due to the acquisition
of Svensk Pantbelaning as well as increased expenses in the Company's existing
operations, which were needed to continue to build infrastructure and systems
to support an expanding store base.





                                   Page 10
<PAGE>   13
    Depreciation and amortization as a percentage of net revenues was constant
at 9.8% over the two periods, as amortization increased 8%, primarily due to
the Swedish acquisition, and depreciation increased by 44%.  This increase in
depreciation was due to new store additions and computer point-of-sale hardware
and software, the installation of which was completed in most of the Company's
stores in late 1994.

    Net interest expense as a percentage of  net revenues increased to 6.6% in
the quarter compared to 3.4% in 1994, caused by increased bank debt and higher
rates on debt outstanding in the U.S., and by interest on debt used to finance
the acquisition of Svensk Pantbelaning.  The U.S. bank debt virtually doubled
between the two periods, and weighted average interest rates on the bank debt
and other domestic debt increased to 7.9% in the first quarter of 1995 from
5.8% in the year-ago period.  The borrowings of Swedish kronor under a term
loan bear interest at rates in effect for Swedish currency which are currently
higher than U.S. short term rates.


OTHER EXPENSE

    During the first quarter of 1995 and 1994, the Company realized losses on
certain non-operating assets, before taxes, of approximately $90,000 and
$200,000, respectively.  These losses were partially offset by rent income and
other miscellaneous items.


INCOME TAXES

    The Company's effective tax rate decreased to 36% in the first quarter of
1995 compared to 38% in the same period in 1994.  The domestic tax rate was
unchanged at 39% over the two periods, while the rate in the Company's foreign
operations decreased to 30% from 36% in the prior year as a result of lower tax
rates for Svensk Pantbelaning and the utilization of miscellaneous tax credits
in the United Kingdom in the first quarter of 1995.


LIQUIDITY AND CAPITAL RESOURCES

    During the first quarter of 1995, the Company's capital expenditures
totaled $7.7 million.  The Company spent $1.4 million on the acquisition of
three pawnshops and $6.3 million on leasehold improvements and equipment for
start-up locations, additions to its computer systems, and miscellaneous fixed
asset purchases.

    The funding of these items has come from the Company's three-year, $125
million revolving bank line of credit and operating earnings.  The Company's
$30 million of Senior Unsecured Notes, due May 1,





                                   Page 11
<PAGE>   14
2003, to Teachers Insurance and Annuity Association of America bear interest at
8.33% and are payable in seven equal annual principal installments beginning
May 1, 1997.  The Company has entered into an interest rate swap on $20 million
of these notes, which resulted in an effective floating interest rate,
currently at 9.52%, on the debt.

        Management believes that borrowings available under its $125 million
revolving bank line of credit facility and a 5 million pound sterling line of
credit available to Harvey & Thompson, Ltd. through a U.K. commercial bank,
cash generated from operations and current working capital of $174 million will
be sufficient to meet the Company's anticipated future capital requirements.





                                   Page 12
<PAGE>   15
FOREIGN OPERATIONS

        Presented below is selected consolidated financial data for Harvey &
Thompson and Svensk Pantbelaning as of March 31, 1995, and 1994 and for the
quarterly periods then ended.  Acquired on September 22, 1994, Svensk
Pantbelaning operates a ten store chain of loan-only pawnshops in Sweden in a
manner similar to the operations of Harvey & Thompson in the U.K.

        Balance sheet data for Harvey & Thompson has been converted from pounds
sterling into U.S. dollars using the end of the period currency exchange rate
of 1.6215 at March 31, 1995, and 1.4840 at March 31, 1994.  Income statement
data for Harvey & Thompson has been converted at an average exchange rate of
1.5833 for the three month period ending March 31, 1995, compared to 1.4874 for
the same period in 1994.

        Balance sheet data for Svensk Pantbelaning has been converted from
Swedish kronor into U.S. dollars using the end of the period currency exchange
rate of 7.3367.  Income statement data for Svensk Pantbelaning has been
converted at an average exchange rate of 7.3737 for the three month period
ending March 31, 1995.

<TABLE>
<CAPTION>
                                                           Three Months Ended March 31,
                                                               1995            1994        Change
                                                             --------        --------      ------
                                                                 ($ in thousands)
<S>                                                          <C>             <C>            <C>
Income Statement Data:
     Net revenues                                             $4,777           $2,311       107%
     Expenses                                                  2,320            1,102       111%
     Income from operations                                    2,457            1,209       103%


Other Data:
     Total average locations                                       42              29        45%
     Gross profit margin                                        52.0%           40.4%        29%
     Average annualized inventory turns                          3.9X            3.2X        22%
     Ending loan balance                                      $33,159         $12,676       162%

     Average loan balance
       per average location in operation                         $755            $423        78%

     Expenses as a percentage of net revenues:
         Operations                                             31.4%           32.1%       (2)%

         Administration                                         12.6%           10.3%        22%
</TABLE>





                                    Page 13
<PAGE>   16
DOMESTIC OPERATIONS

     Presented below is selected financial data for the Company's domestic
operations as of March 31, 1995 and 1994 and for the three months then ended:

<TABLE>
<CAPTION>
                                            ($ in thousands)
                                             1995       1994       Change
                                           ---------  ---------   --------
<S>                                        <C>         <C>           <C>
Pawn service charges                        $25,584    $18,927       35%
Gross profit from sales
  Sales                                      40,604     33,882       20%
  Cost of sales                              33,896     27,144       25%
                                           ---------  ---------   --------
    Gross profit                              6,708      6,738        0%
                                           ---------  ---------   --------

Net Revenues                                 32,292     25,665       26%
                                           =========  =========   ========

Operating expenses:
  Operations                                 19,961     15,501       29%
  Administration                              3,635      2,885       26%
  Depreciation and amortization               3,420      2,614       31%
                                           ---------  ---------   --------
      Total operating expenses               27,016     21,000       29%
                                           ---------  ---------   --------
Income from operations                       $5,276     $4,665       13%
                                           =========  =========   ========

  Gross profit as a percentage of sales        16.5%      19.9%     (17)%
  Average annualized inventory turnover         1.7X       1.8X      (6)%
  Average inventory balance per
    average location in operation              $264       $244        8%
  Average loan balance per
    average location in operation              $155       $146        6%
  Average pawn loan at end of
    period (whole dollars)                      $69        $69        0%

  Expenses as a percentage of net revenues:
     Operations                                61.8%      60.4%       2%
     Administration                            11.3%      11.2%       1%
     Depreciation and amortization             10.6%      10.2%       4%
     Interest, net                              6.1%       3.7%      65%
Domestic Locations in Operation:
  Beginning of period                           300        251
  Acquired                                        3          8
  Established                                    13          6
  Combined                                       (2)        (3)
                                           ---------  ---------   
  End of period                                 314        262       20%
  Average number of locations in
                                           =========  =========   ========
      operation during the period (a)           307        253       21%
                                           =========  =========   ========
</TABLE>



(a) Averages based on accumulation of month-end balances and dividing aggregate
total by total months in the period.




                                  Page  14
<PAGE>   17
                                   PART II



Item 1.  LEGAL PROCEEDINGS

                        See Note 5 of Notes to Consolidated Financial Statements


Item 2.  CHANGES IN SECURITIES

                         Not Applicable


Item 3.  DEFAULTS UPON SENIOR SECURITIES

                         Not Applicable


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                         Not Applicable


Item 5.  OTHER INFORMATION

                         Not Applicable


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

                 (a)     Exhibits

                         27 Financial Data Schedule


                 (b)     Reports on Form 8-K - None





                                   Page 15
<PAGE>   18


                                                                    
                                   SIGNATURE
                                                                    
                                                                    
     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 thereunto duly authorized.       
                                                                    
                                                                    
                       CASH AMERICA INTERNATIONAL, INC.
                       --------------------------------
                                 (Registrant)
                                       
                                       
                                       
                                       
                                       
                     BY:    /s/     DALE R. WESTERFELD
                            ----------------------------------  
                                    Dale R. Westerfeld
                                    Vice President and
                                 Chief Financial Officer
                                       
                                       
                                       
                     Date:                    May 12, 1995
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                    Page 16
                                       
<PAGE>   19
                                EXHIBIT INDEX




<TABLE>
<CAPTION>
Exhibit                    Description
- -------                    -----------
<S>                  <C>
  27                 Financial Data Schedule

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                           4,868
<SECURITIES>                                         0
<RECEIVABLES>                                   98,677
<ALLOWANCES>                                         0
<INVENTORY>                                     81,605
<CURRENT-ASSETS>                               192,165
<PP&E>                                          96,587
<DEPRECIATION>                                  29,633
<TOTAL-ASSETS>                                 331,866
<CURRENT-LIABILITIES>                           18,078
<BONDS>                                        125,954
<COMMON>                                         3,024
                                0
                                          0
<OTHER-SE>                                     184,810
<TOTAL-LIABILITY-AND-EQUITY>                   331,866
<SALES>                                         41,100
<TOTAL-REVENUES>                                71,203
<CGS>                                           34,134
<TOTAL-COSTS>                                   55,593
<OTHER-EXPENSES>                                 7,877
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,458
<INCOME-PRETAX>                                  5,219
<INCOME-TAX>                                     1,866
<INCOME-CONTINUING>                              3,353
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,353
<EPS-PRIMARY>                                      .12
<EPS-DILUTED>                                      .12
        

</TABLE>


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