<PAGE> 1
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, 1999
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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
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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
---------------------------------
Hugh Simpson
Cash America International, Inc.
401(k) Savings Plan Administrative Committee
Date: June 28, 2000
ii
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CASH AMERICA INTERNATIONAL, INC.
401(k) SAVINGS PLAN
INDEX
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<TABLE>
<CAPTION>
Page(s)
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<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1999 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, 1999 11
</TABLE>
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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, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States. 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, 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 the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes of the Plan is presented for purposes 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. The 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.
/s/ PRICEWATERHOUSECOOPERS LLP
Fort Worth, Texas
June 23, 2000
1
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CASH AMERICA INTERNATIONAL, INC.
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
ASSETS
Investments, at fair value:
Equity mutual funds (cost $4,782,018 and $3,649,499 for
1999 and 1998, respectively) $4,766,652 $3,755,219
Fixed income mutual funds (cost of $2,354,013 and $1,820,150
for 1999 and 1998, respectively) 2,329,198 1,832,445
Equity securities (cost of $1,942,908 and $1,801,317 for
1999 and 1998, respectively) 1,916,977 2,821,473
Participant notes receivable 752,059 528,215
Cash and equivalents (cost of $36,002 and $88,742 for
1999 and 1998, respectively) 36,002 88,742
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Total investments 9,800,888 9,026,094
Contributions receivable:
Participants -- 55,157
Company -- 19,854
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Total assets 9,800,888 9,101,105
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Net assets available for benefits $9,800,888 $9,101,105
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
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CASH AMERICA INTERNATIONAL, INC.
401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
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<TABLE>
<S> <C>
Additions to net assets attributed to:
Dividend income $ 499,781
Interest income 52,103
Net depreciation in fair value of investments (1,107,881)
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Net investment activity (555,997)
Contributions:
Company 527,211
Participants 1,586,683
Rollovers 106,189
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Total additions 1,664,086
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Deductions from net assets attributed to:
Participants' withdrawals 776,793
Deemed distributions 46,100
Administrative expenses 72,555
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Total deductions 895,448
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Transfers to another plan 68,855
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Net increase 699,783
Net assets available for benefits:
Beginning of year 9,101,105
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End of year $ 9,800,888
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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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 1999 and
1998, the IRS limitation was $10,000. 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.
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, 1999 is 1,491.
4
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CASH AMERICA INTERNATIONAL, INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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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, 1999 is 707.
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, 1999 is 555.
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, 1999 is 1,079.
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, 1999 is 1,016.
o GROWTH STOCK FUND (HARRIS ASSOCIATES INVESTMENT TRUST OAKMARK) - Funds
are primarily invested in common stocks and convertible securities,
especially those with prices deemed below their long-term value. Funds
are also invested in equity or debt securities of foreign companies.
The number of participants in this fund as of December 31, 1999 is
1,081.
Effective February 1, 2000, the Oakmark Fund was removed from the Plan
and replaced by the Schwab S&P 500 Fund. This fund primarily invests
in common stocks of companies that comprise the S&P 500 Index.
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,
1999 is 1,164.
Prior to April 7, 1998, the Aggressive Growth Stock Fund was invested
in the AIM Equity Constellation Retail Mutual Fund, which invested in
common stock of small- to medium-size emerging growth companies.
o INTERNATIONAL FUND (BT INVESTMENT 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, 1999 is 430.
The allocation of a participant's contributions among investment funds is
determined by the participant and may be changed at any time.
5
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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
<TABLE>
<CAPTION>
YEARS OF SERVICE VESTING PERCENTAGE
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<S> <C>
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
</TABLE>
PARTICIPANT NOTES RECEIVABLE
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 Notes Receivable 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 7.75% to 10% for loans outstanding at December
31, 1999. 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.
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 1999 were
approximately $43,000. Unallocated nonvested forfeitures of approximately
$15,000 are available at December 31, 1999 and 1998 to offset future
administrative expenses.
6
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CASH AMERICA INTERNATIONAL, INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method
of accounting.
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 notes receivable 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.
RECENT ACCOUNTING PRONOUNCEMENTS
On September 15, 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, Accounting for and Reporting
of Certain Defined Contribution Plan Investments and Other Disclosure
Matters ("SOP 99-3") which, among other things, eliminated previous
requirements for defined contribution plans to present plan investments by
general type for participant-directed investment programs and to disclose
participant-directed investment programs. SOP 99-3 is effective for
financial statements for Plan years ending after December 15, 1999.
Accordingly, the Plan has adopted SOP 99-3 and the accompanying financial
statements do not include details of the Plan's participant-directed
investment programs.
7
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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, 1999 and 1998, were as follows:
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Mutual funds:
Baron Asset Mutual Fund $1,657,467 $1,159,920
Dodge & Cox Balanced Mutual Fund 1,193,085 876,321
Harris Associates Investment Trust Oakmark Mutual Fund 1,159,720 1,054,208
Schwab Retirement Money Mutual Fund 750,355 600,567
T. Rowe Price Equity Income Mutual Fund 1,578,336 1,334,202
Equity securities:
Cash America International, Inc. Common Stock 1,916,977 2,821,473
</TABLE>
These investments are subject to future changes in market prices that may
make these financial instruments less valuable and result in a loss.
During 1999, appreciation (depreciation) of the Plan's investments was as
follows:
<TABLE>
<S> <C>
Fixed income mutual funds $ (23,954)
Equity mutual funds (102,168)
Equity securities (981,759)
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Net depreciation in fair value of investments $(1,107,881)
===========
</TABLE>
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 qualifies as party-in-interest transactions. The
Plan recorded purchases of $800,773 and sales of $659,182 of the Company's
stock during the year ended December 31, 1999.
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
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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 participants' withdrawals per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
1999
----------
<S> <C>
Participants' withdrawals per the financial statements $ 776,793
Add: amounts allocated to withdrawing participants at end of year 279
----------
Participants' withdrawals per the Form 5500 $ 777,072
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been requested prior to December 31 but not
yet paid as of that date.
9
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SUPPLEMENTAL SCHEDULE
10
<PAGE> 14
CASH AMERICA INTERNATIONAL, INC.
401(k) SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF
DECEMBER 31, 1999
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SUPPLEMENTAL SCHEDULE I
<TABLE>
<CAPTION>
IDENTITY OF ISSUER AND DESCRIPTION CURRENT
OF INVESTMENTS COST VALUE
----------------------------------------------------------- ---------- ----------
<S> <C> <C>
Baron Asset Mutual Fund $1,407,120 $1,657,467
Dodge & Cox Balanced Mutual Fund 1,195,562 1,193,085
Harris Associates Investment Trust Oakmark Mutual Fund 1,500,591 1,159,720
PIMCO Total Return Institutional Shares Mutual Fund 408,096 385,758
* Schwab Retirement Money Mutual Fund 750,355 750,355
T. Rowe Price Equity Income Mutual Fund 1,595,456 1,578,336
BT Investment International Equity Mutual Fund 278,852 371,129
Cash and equivalents 36,002 36,002
* Cash America International, Inc. Common Stock 1,942,908 1,916,977
* Participant notes receivable at 7.75% to 10% due
through 2004 -- 752,059
__________ __________
$9,114,942 $9,800,888
========== ==========
</TABLE>
*Denotes an investment held by an entity known to be a party-in-interest to
the Plan.
11
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
23 Consent of PricewaterhouseCoopers LLP
</TABLE>
