Cash America 2012 Annual Report Download

Download and view the complete annual report

Please find the complete 2012 Cash America annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 208

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208

CASH AMERICA INTERNATIONAL, INC.
2012 ANNUAL REPORT
SERVICE

Table of contents

  • Page 1
    CASH AMERICA INTERNATIONAL, INC. 2012 ANNUAL REPORT SERVICE

  • Page 2
    ... New York Stock Exchange under the symbol "CSH." As of December 31, 2012, the Company operated 969 total locations offering specialty financial services to consumers, which included the following: 831 lending locations in 22 states in the United States primarily under the names "Cash America Pawn...

  • Page 3
    ...on Net Income for the 12-month period divided by the monthly average of total assets and the monthly average of total equity of the Company. (b) Includes 31,403 shares, 32,506 shares and 32,421 shares in 2012, 2011 and 2010, respectively, held in the Company's nonqualified deferred compensation plan...

  • Page 4
    ... rate of change in the way customers behave and companies compete. There is no more jogging in the business world today. Success requires the speed, maneuverability and improvisational skills of an NBA point guard. Cash America's business is more complex today than ever. 2012 This past year of 2012...

  • Page 5
    CASH AMERICA INTERNATIONAL, INC. most significant dollar amounts and represent missteps by certain members of management who have been appropriately penalized by our pay-for-performance compensation programs. RETAIL SERVICES The two key issues dominating the headlines of the Retail Services Segment...

  • Page 6
    ... of Enova's consolidated revenues. Enova has expanded beyond the U.S. and now serves customers in four countries with a suite of products including short-term loans, lines of credit and various forms of installment loans. Enova launched a new platform branded "NetCredit.com" in the U.S. in 2012 in...

  • Page 7
    ... a careful review in January 2013, your Board of Directors concluded that our share multiple at that point in time supported a risk-adjusted rate of return for share repurchase that could help deliver value to our shareholders. Consequently, the Board approved an open market repurchase authorization...

  • Page 8
    Service that changes percep 6

  • Page 9
    .... Pawn loans are nothing new. But the idea of a brightly lit, customer-centric store staffed with friendly and knowledgeable customer service representatives was an industry innovation. This kind of service propelled Cash America to the top of our industry. As the first publicly owned national pawn...

  • Page 10
    ... return and pay the loan balance, plus fees and service charges, to redeem the item at any time during the loan period (usually up to 60 days). Or the customer may choose for Cash America to keep the property in 8 satisfaction of the customer's obligation, with no negative effects on their credit...

  • Page 11
    ... cash advances and check-cashing services to money orders and wire transfers, prepaid debit cards, auto insurance, tax-filing services - and more - in many of our lending locations. We also provide gold-buying and other ancillary services in our storefront locations, which has given our customers...

  • Page 12
    Service that changes the lives of our custom 10

  • Page 13
    ... bills to car repairs can go a long way toward guaranteeing financial success and independence. Serving our customers has led Cash America to innovations that make financial solutions possible for a wide selection of needs. Because they see our services as invaluable, we strive to deliver those...

  • Page 14
    ... fees on credit cards, and penalties on delinquent accounts from utility companies or mortgage lenders. Though it is the product that established Cash America as the market leader, the traditional pawn loan isn't right for everyone. Another option is a small, unsecured, short-term cash advance due...

  • Page 15
    ...doing business through the Internet; plus, Enova uses advanced website and database security to protect our customers' personal data. Over the past several years, the expansion of our Internet services has allowed Cash America to serve a broader customer base; in fact, this option has attracted more...

  • Page 16
    Service that makes a world of differ 14

  • Page 17
    ... to service extends beyond the borders of our stores and offices. We are a socially conscious company, committed to the people and the neighborhoods in which we live and work. With everything from financial contributions to the donation of time and personal resources, Cash America is determined...

  • Page 18
    ... each quarter as new products and services launch in our shops. Many members of our operations team also participate in Cash America University, our ï¬,agship field management training program launched in 2004. In fact, more than 1,400 store managers have taken part since the program began. In 2012...

  • Page 19
    ... by Brill Street Company. In addition, the Chicago Tribune ranked Cash America No. 13 in its Top 100 Places to Work; Cash America earned a Learning Elite Award from Chief Learning Officer magazine; and our communications team picked up three awards from the Public Relations Society of America for...

  • Page 20
    ... Cash America Pawn, SuperPawn, Cash America casa de empeño (formerly Prenda Fácil), CashNetUSA, Net Credit, Quick Quid, Dollars Direct, Cashland and Cash America Payday Advance locations and market coverage as of December 31. Retail Lending Locations As of December 31 UNITED STATES ...2012 Texas...

  • Page 21
    ...the store's adherence to these best practices. To review a full description of these best practices, visit the CFSA's website at www.cfsaa.com. Cash America strives to provide its customers with borrowing options that best fit the individual customer's needs. Research indicates that the cash advance...

  • Page 22
    CASH AMERICA INTERNATIONAL, INC. Total Return Performance 175 150 Index Value 125 100 75 Cash America International, Inc. S&P 500 Russell 2000 Cash America 2011 Peer Group* Cash America 2012 Peer Group** 50 12/31/07 12/31/08 12/31/09 12/31/10 12/31/11 12/31/12 Period Ending Index Cash...

  • Page 23
    ... No.) (Address of principal executive offices) 1600 West 7th Street Fort Worth, Texas Registrant's telephone number, including area code: (817) 335-1100 76102 - 2599 (Zip Code) Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class Common Stock, $.10 par value per share...

  • Page 24
    ...8. Financial Statements and Supplementary Data ...96 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...147 Item 9A. Controls and Procedures ...147 Item 9B. Other Information ...149 PART III Item 10. Directors, Executive Officers and Corporate Governance...

  • Page 25
    ...pawn, consumer credit, tax and other laws and government rules and regulations applicable to the Company's business, or changes in the interpretation or enforcement thereof, and the anticipated regulation of consumer financial products and services by the Consumer Financial Protection Bureau; public...

  • Page 26
    ... as payday loans), line of credit accounts and installment loans. Short-term loans include unsecured short-term loans written by the Company or by a third-party lender through the Company's credit services organization programs ("CSO programs" as further described below) that the Company guarantees...

  • Page 27
    ..."Cash America Payday Advance," "Cashland" and "Mr. Payroll." In addition, certain recently acquired domestic retail services locations operate under various names that are expected to be changed to "Cash America Pawn" or "SuperPawn" during 2013. In January 2013, the Company's foreign retail services...

  • Page 28
    ...-Store Chain of Pawn Lending Locations in Arizona On October 8, 2012, the Company's wholly-owned subsidiary, Cash America, Inc. of Nevada, entered into an agreement to acquire substantially all of the assets of a nine-store chain of pawn lending locations in Arizona owned by Ca$h Corporation, Pawn...

  • Page 29
    ... 27, 2012, the Company and three of its wholly-owned subsidiaries, Cash America, Inc. of Tennessee, Cash America, Inc. of North Carolina and Cash America, Inc. of Kentucky, entered into an agreement to acquire substantially all of the assets of a 25-store chain of pawn lending locations located in...

  • Page 30
    ..., among other things, limit the number of loans a borrower may have in any twelve-month period and establish a statewide database to track these loans. The bill only affects the Company's short-term loan product in Delaware (and does not affect its installment loan product in that state). The impact...

  • Page 31
    ...-Frank Act"), and Title X of the Dodd-Frank Act created the Consumer Financial Protection Bureau (the "CFPB"), which regulates consumer financial products and services, including certain short-term loans offered by the Company. On January 4, 2012, President Obama appointed a Director of the CFPB in...

  • Page 32
    ... tangible personal property items such as jewelry, tools, televisions and other electronics, musical instruments and other miscellaneous items. The Company contracts for pawn loan fees and service charges as compensation for the use of the funds loaned and to cover direct operating expenses related...

  • Page 33
    ... grace period (typically 10 to 60 days) may be available to the borrower. The Company's pawn loans may be either paid in full with accrued pawn loan fees and service charges or, where permitted by law, may be renewed or extended by the customer's payment of accrued pawn loan fees and service...

  • Page 34
    ... are returned to the customer as store credit. Consumer Loan Activities In addition to pawn loans, the Company's retail services segment also offers consumer loans in many of its retail services locations in the United States, including short-term loans, unsecured installment loans and secured auto...

  • Page 35
    ... to customer service and collections. Check Cashing and Other Financial Services The Company provides check cashing and other ancillary services through its retail services locations. Other financial services include money orders, wire transfers, prepaid debit cards, tax filing services and auto...

  • Page 36
    ..., and until March 29, 2013, a President, who report to the Chief Executive Officer of the E-Commerce Division. Tradenames and Trademarks The Company operates under the trade names "Cash America Pawn," "Cash America Payday Advance," "Cashland," "Mr. Payroll," "SuperPawn," "Cash America casa de empe...

  • Page 37
    ... the annual volume of loan transactions at that location, the carrying cost of merchandise, outstanding loan balances and lease terms of the facility or, if it is to be purchased, the facility's fair market value. When considering the start-up of a new retail services location, the Company evaluates...

  • Page 38
    ... as line of credit products and installment loan products, including unsecured installment loans and auto equity loans. The Company intends to continue pursuing the development of new products in the current markets that it serves that complement its Internet specialty financial services in order to...

  • Page 39
    ...a bank) or underbanked (or have limited access to banking or other financial services) and has limited access to consumer credit. The Company believes there is a future opportunity for growth in the number of full-service pawn locations that offer loans secured by general merchandise as well as gold...

  • Page 40
    ... many international jurisdictions. In addition to consumer loan lenders, the Company also competes with financial institutions, such as banks, credit unions, other consumer lenders and retail businesses offering similar financial services. Other lenders may and do lend money on terms more favorable...

  • Page 41
    ... amount of a pawn loan, the minimum and/or maximum term of a pawn loan, the content and format of the pawn ticket, and the length of time after a loan default that a pawn lending location must hold defaulted pawned collateral or purchased items before disposing of the merchandise. Failure to observe...

  • Page 42
    ... Credit Directive, the CCA and with related rules and regulations, which, among other things, require the Company to obtain governmental licenses and prescribe the presentation, form and content of loan agreements, including statutory warnings and the layout of financial information. The Company...

  • Page 43
    ... of the service fee amount as both a dollar amount and as an annual percentage rate, as required by the Federal Truth in Lending Act and applicable state laws; Providing customers who are unable to repay a loan according to its original terms an opportunity, at least once in a 12-month period, to...

  • Page 44
    ... preserving their access to short-term credit options. The CFA requires its members to follow the CFA Lending Code for Small Cash Advances and the industry Good Practice Customer Charter. These guidelines help to ensure responsible lending practices in the consumer loan industry and to ensure that...

  • Page 45
    ...Truth-in-Lending Act, the Company, when acting as a lender, is required to disclose certain material terms related to a credit transaction, including, but not limited to, the annual percentage rate, finance charge, amount financed, total of payments, the number and amount of payments and payment due...

  • Page 46
    ... and marketing practices; fair financial practices in lending, loan servicing and debt collection; and protection of sensitive consumer information. The Dodd-Frank Act created the CFPB, which has begun exercising supervisory review over certain non-bank providers of consumer financial products and...

  • Page 47
    ... executive offices are located at 1600 West 7th Street, Fort Worth, Texas 76102-2599, and its telephone number is (817) 335-1100. The Company's website is located at www.cashamerica.com. Through its website, the Company provides free access to its Annual Report on Form 10-K, Quarterly Reports...

  • Page 48
    ... the roles of Chief Financial Officer and General Counsel for Prism Financial Corporation. In addition, Mr. Fisher has served on the Board of Directors of InnerWorkings, Inc., since November 2011 and has served on the Board of Directors of GrubHub, Inc., a venture-backed company, since May 2012. Mr...

  • Page 49
    ... charge), including the rates to be charged for loan renewals or extensions, require the Company to offer an extended payment plan, allow for only minimal origination fees for advances, require short-term lenders to be bonded or require lenders to report consumer loan activity to databases designed...

  • Page 50
    ... well as the Company's compliance program. Although the CFPB does not have the authority to regulate interest rates, it is possible that at some time in the future the CFPB could propose and adopt new rules that require certain changes to short-term consumer lending products and services, including...

  • Page 51
    ... on short-term consumer loans. Such consumer advocacy groups and media reports generally focus on the Annual Percentage Rate to a consumer for this type of loan, which is compared unfavorably to the interest typically charged by banks to consumers with top-tier credit histories. The fees charged by...

  • Page 52
    ... require further adjustments to the Company's collections processes and could result in lower collections on loans made by the Company and a decrease in the number of customers that it is able to approve. In February 2012, the OFT also announced that it had launched a review of the payday lending...

  • Page 53
    ...the Company's pawn loans are secured by gold jewelry. The Company's pawn service charges, sales proceeds and ability to dispose of excess jewelry inventory at an acceptable margin depend on the value of gold. A significant decline in gold prices could result in decreases in merchandise sales margins...

  • Page 54
    ...the OMLA to make short-term loans in its retail services locations in Ohio, and if the Company is unable to continue making short-term loans under this law, it will have to alter its short-term loan product in Ohio. In addition, the Company has received, and may in the future receive, claims that it...

  • Page 55
    ... loan companies, credit service organizations, online lenders, consumer finance companies and other financial institutions that serve the Company's primary customer base. Many other financial institutions or other businesses that do not now offer products or services directed toward the Company...

  • Page 56
    ...its ability to perform such functions on a timely basis and could result in a deterioration of the Company's ability to write and process internet consumer loans, perform efficient storefront lending and merchandise disposition activities, provide customer service, perform collections activities, or...

  • Page 57
    ...demand and resale value of pre-owned merchandise and reduce the amount that the Company could effectively lend on an item of collateral. Such reductions could adversely affect pawn loan balances, pawn loan redemption rates, inventory balances, inventory mixes and gross profit margins. Changes in the...

  • Page 58
    ... the Company's line of credit, senior unsecured notes and 2009 Convertible Notes as more fully described under "Item 8. Financial Statements and Supplementary Data - Note 13." If the Company is unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments on...

  • Page 59
    ... of applicable privacy and other laws, significant legal and financial exposure, damage to the Company's reputation, and a loss of confidence in its security measures, which could harm its business. Most of the Company's customers provide personal information, including bank account information...

  • Page 60
    ..., CFPB rule-making or amendments to the Federal Arbitration Act could render the arbitration agreements the Company uses illegal or unenforceable. The Company includes arbitration provisions in its consumer loan agreements. These provisions are designed to allow the Company to resolve any customer...

  • Page 61
    ... historical financial reporting. Adverse real estate market fluctuations could affect the Company's profits. The Company leases most of its locations. A significant rise in real estate prices or real property taxes could result in an increase in store lease costs as the Company opens new locations...

  • Page 62
    ... into or exercisable for common stock for capitalraising or other business purposes. Future sales of substantial amounts of common stock, or the perception that sales could occur, could have a material adverse effect on the price of the Company's common stock. ITEM 1B. UNRESOLVED STAFF COMMENTS...

  • Page 63
    ... the Company owns, are located in a nine-story office building adjacent to downtown Fort Worth, Texas. In addition, the Company has other corporate locations in Fort Worth, Texas and Cincinnati, Ohio that are used for both its retail services and ecommerce segment. Corporate locations in Chicago and...

  • Page 64
    ... the Company's leases, see "Item 8. Financial Statements and Supplementary Data-Note 15." ITEM 3. LEGAL PROCEEDINGS On August 6, 2004, James E. Strong filed a purported class action lawsuit in the State Court of Cobb County, Georgia against Georgia Cash America, Inc., Cash America International...

  • Page 65
    ... Not Applicable. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) Market for Registrant's Common Equity The New York Stock Exchange is the principal exchange on which the Company's common stock, par value $0.10...

  • Page 66
    ... of 1,211 shares in January by the Company from its Nonqualified Savings Plan, which no longer permits investments in the Company's common stock; shares withheld from employees as partial tax payments for shares issued under the Company's stock-based compensation plans of 17,580, 27,141, 17,027...

  • Page 67
    ...to Cash America International, Inc.(c) (e) Net income per share: Basic Diluted(d) Dividends declared per share Weighted average shares: Basic Diluted Balance Sheet Data at End of Year Pawn loans Consumer loans, net (f) Merchandise held for disposition, net Working capital Total assets Long-term debt...

  • Page 68
    ... of the Company's Retail Services Division, which is composed of both domestic and foreign storefront locations that offer some or all of the following services: pawn loans, consumer loans, the purchase and sale of merchandise, check cashing and other ancillary services such as money orders, wire...

  • Page 69
    ..."Cash America Payday Advance," "Cashland" and "Mr. Payroll." In addition, certain recently acquired domestic retail services locations operate under various names that are expected to be changed to "Cash America Pawn" or "SuperPawn" during 2013. In January 2013, the Company's foreign retail services...

  • Page 70
    ...-Store Chain of Pawn Lending Locations in Arizona On October 8, 2012, the Company's wholly-owned subsidiary, Cash America, Inc. of Nevada, entered into an agreement to acquire substantially all of the assets of a nine-store chain of pawn lending locations in Arizona owned by Ca$h Corporation, Pawn...

  • Page 71
    ... these pawn lending locations. The activities and goodwill related to this acquisition are included in the results of the Company's retail services segment. Reorganization of Mexico-based Pawn Operations and Purchase of Noncontrolling Interest On September 24, 2012, the Company's Board of Directors...

  • Page 72
    ... 27, 2012, the Company and three of its wholly-owned subsidiaries, Cash America, Inc. of Tennessee, Cash America, Inc. of North Carolina and Cash America, Inc. of Kentucky, entered into an agreement to acquire substantially all of the assets of a 25-store chain of pawn lending locations located in...

  • Page 73
    ..., among other things, limit the number of loans a borrower may have in any twelve-month period and establish a statewide database to track these loans. The bill only affects the Company's short-term loan product in Delaware (and does not affect its installment loan product in that state). The impact...

  • Page 74
    ... at some time in the future the CFPB could propose and adopt rules that require certain changes to short-term consumer lending products and services, including certain short-term loans offered by or through the Company, which could make these products and services materially less profitable or even...

  • Page 75
    ... financial statements and the reported amounts of revenue and expenses during the reporting periods. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition on pawn loan fees and service charges and consumer loan fees, allowance...

  • Page 76
    ...As previously reported As Adjusted Consolidated Statements of Income Pawn loan fees and service charges Proceeds from disposition of merchandise Total revenue Disposed merchandise Total cost of revenue Net revenue Consolidated Statement of Cash Flows Merchandise other than forfeited Prepaid expenses...

  • Page 77
    ...loan fees and service charges revenue are accrued ratably over the term of the loan for the portion of those pawn loans deemed collectible. If the future actual performance of the loan portfolio differs significantly (positively or negatively) from expectations, revenue for the next reporting period...

  • Page 78
    .... This change is described below and did not have a material impact on the financial statements. For delinquent short-term loans, the allowance or liability is based on a six-month rolling average of loss rates by stage of collection. For line of credit and installment loan portfolios, the Company...

  • Page 79
    ... catalogs, "blue books," newspapers, internet research and previous disposition experience. The Company performs a physical count of its merchandise in each location on multiple occasions on a cyclical basis and reviews the composition of inventory by category and age in order to assess the adequacy...

  • Page 80
    ... in the period the other-than-temporary-impairment is identified. Marketable and nonmarketable equity securities are held in "Other assets" in the consolidated balance sheets. The Company also holds marketable securities related to its Nonqualified Savings Plan. See "Item 8. Financial Statements and...

  • Page 81
    ... of a tax position may be recognized in the consolidated financial statements and prescribes how such benefit should be measured. Management must evaluate tax positions taken on the Company's tax returns for all periods that are open to examination by taxing authorities and make a judgment as to...

  • Page 82
    ... measures shown above for unusual items related to events that occurred during 2012, including the withdrawal of the proposed Enova IPO, the Mexico Reorganization and the Ohio Reimbursements, are useful to investors in order to allow them to compare the Company's financial results for the current...

  • Page 83
    ... 31, 2012 E-Commerce Corporate % of % of Amount Total Amount Total 99.6 Pawn loan fees and service charges Proceeds from disposition of merchandise, net of cost of disposed merchandise Pawn related Consumer loan fees, net of loss provision Other revenue Net revenue Retail Services % of...

  • Page 84
    ...of new locations and higher average pawn loan yields in domestic retail operations. This increase was partially offset by a decrease in pawn loan fees and service charges from foreign markets and a decrease of $15.7 million in gross profit on the disposition of merchandise on commercial sales during...

  • Page 85
    ... to Cash America International, Inc. Adjustments: Charges related to withdrawn proposed Enova IPO(a) Charges related to the Mexico Reorganization Charges related to Ohio Reimbursements Subtotal Other adjustments (net of tax): Intangible asset amortization Non-cash equity-based compensation...

  • Page 86
    ... as presented below may differ from the computation of similarly-titled measures provided by other companies (dollars in thousands): Year Ended December 31, Net income attributable to Cash America International, Inc. Adjustments: Charges related to withdrawn proposed Enova IPO(a) Charges related to...

  • Page 87
    ... rate in some markets. In addition, pawn loan balances throughout 2012 were lower due to a shortening of the maximum loan term from 90 to 60 days in certain locations in late 2011. This change contributed to the higher annualized loan yields as customer payments of pawn loan fees and service...

  • Page 88
    ... for gold-based pawn loans that was partially offset by an increase in demand for loans on general merchandise, which were introduced in certain of the Company's foreign retail services locations beginning in 2011. Also, during 2012, the Company reduced the loan period from 60 to 45 days, causing...

  • Page 89
    ... they are less seasoned than the Company's short-term loan portfolios. Also contributing to the increase was the expansion of the Company's line of credit and installment loan products in the United States, which has resulted in an increase in new customers. New customers tend to have a higher risk...

  • Page 90
    ... loss provision as a percentage of consumer loan fees in 2012. Future loss rates will continue to be influenced by the mix of new customers to existing customers, the mix of short-term, line of credit and longer-term consumer loan products in the Company's domestic and foreign operations and the mix...

  • Page 91
    ... 31, 2012 Company Owned(a) Ending consumer loan balances: Retail Services Short-term loans Installment loans Total Retail Services, gross E-Commerce Domestic Short-term loans Line of credit accounts Installment loans Total Domestic, gross Foreign Short-term loans Installment loans Total Foreign...

  • Page 92
    ... in 2011, mainly due to an increase in demand for all consumer loan products from the e-commerce segment in domestic and foreign markets. The average amount per consumer loan increased to $528 from $514 during 2012 compared to 2011, due largely to an increase in longer-term installment loans, which...

  • Page 93
    ... ones): Retail Services Short-term loans Installment loans Total Retail Services E-Commerce Domestic Short-term loans Line of credit accounts Installment loans Total Domestic Foreign Short-term loans Installment loans Total Foreign Total E-Commerce Total number of consumer loans written and renewed...

  • Page 94
    ...acquire customers through its marketing programs and by providing new products, in addition to its ability to enter new markets. The amount and number of loans written to existing customers reflect the Company's ability to retain its customer base through high levels of customer service and customer...

  • Page 95
    ...that is not included in the Company's financial statements. Loans guaranteed by the Company represent loans originated by third-party lenders through the CSO programs. Consumer Loan Loss Experience The Company monitors the performance of its consumer loan portfolio and maintains either an allowance...

  • Page 96
    ...lenders through the CSO programs, which are not included in the Company's financial statements. Non-GAAP measure. 2011 First Quarter Consumer loan balances and fees receivable: Gross - Company owned Gross - Guaranteed by the Company(a) Combined consumer loans and fees receivable, gross(b) Allowance...

  • Page 97
    ... in the Company's financial statements. Represents loans originated by third-party lenders through the CSO programs, which are not included in the Company's financial statements. 2011 First Quarter Consumer loans written and renewed:(a) Company owned Guaranteed by the Company(b) Combined consumer...

  • Page 98
    ... in 2012. Charges of $3.9 million related to activities associated with the proposed Enova IPO, which was withdrawn in July 2012, are included in the e-commerce segment in the third quarter. See "General-Recent Developments-Withdrawal of Proposed Initial Public Offering of Enova International, Inc...

  • Page 99
    ... incurred in the fourth quarter of 2012), $2.5 million and $2.6 million, respectively. The remaining increase was mainly due to additional depreciation expenses associated with the Company's new proprietary domestic point-ofsale system, locations acquired in late 2011 and 2012, and normal facility...

  • Page 100
    ... Taxes The Company's effective tax rate was 45.4% in 2012 compared to 37.9% in 2011. During 2012, the Company recorded a deferred tax asset of $9.3 million related to the Company's excess tax basis over its basis for financial reporting purposes in the stock of Creazione. The Company expects the...

  • Page 101
    ...2011, the Company acquired a seven-store chain of pawn lending locations, and in the fourth quarter of 2010, the Company acquired a 39-store chain of pawn lending locations. Higher average gold prices contributed to the growth in pawn loan balances in domestic markets, as increased collateral values...

  • Page 102
    ... market price of gold and diamonds sold, which more than offset a lower volume of gold sold during 2011 compared to 2010 as a result of lower forfeiture rates on the Company's pawn loan portfolio secured by jewelry. The table below summarizes the age of merchandise held for disposition related...

  • Page 103
    ... of the Company's installment loan and line of credit products in the United States, offset by a decrease in revenue from domestic markets in which consumer loans are no longer offered due to changes in laws and the absence of fees from the Company's MLOC services business. The Company stopped...

  • Page 104
    ... 31, 2011 Company Owned(a) Ending consumer loan balances: Retail Services Short-term loans Installment loans Total Retail Services, gross E-Commerce Domestic Short-term loans Line of credit accounts Installment loans Total Domestic, gross Foreign Short-term loans Installment loans Total Foreign...

  • Page 105
    ..., due primarily to growth in consumer loans written and renewed from the ecommerce segment in foreign markets, growth in installment loans in the domestic and United Kingdom markets, and, to a lesser extent, the expansion of the Company's line of credit product in the United States. These increases...

  • Page 106
    ...term loans $ Installment loans Total Retail Services E-Commerce Domestic Short-term loans Line of credit accounts(c) Installment loans Total Domestic Foreign Short-term loans Installment loans Total Foreign Total E-Commerce Guaranteed by the Company(a)(b) Combined(a) Company Owned(a) 2010 Guaranteed...

  • Page 107
    ... Company's financial statements. Loans guaranteed by the Company represent loans originated by third-party lenders through the CSO programs. Reflects consumer loans written to first-time customers excluding customers described in footnote (e). Reflects both loan renewals and new loans with customers...

  • Page 108
    ... Company's financial statements. Loans guaranteed by the Company represent loans originated by third-party lenders through the CSO programs. Reflects consumer loans written to first time customers excluding customers described in footnote (e). Reflects both loan renewals and new loans with customers...

  • Page 109
    ...lenders through the CSO programs, which are not included in the Company's financial statements. Non-GAAP measure. 2010 First Quarter Consumer loan balances and fees receivable: Gross - Company owned Gross - Guaranteed by the Company(a) Combined consumer loans and fees receivable, gross(b) Allowance...

  • Page 110
    ... in the Company's financial statements. Represents loans originated by third-party lenders through the CSO programs, which are not included in the Company's financial statements. 2010 First Quarter Consumer loans written and renewed:(a) Company owned Guaranteed by the Company(b) Combined consumer...

  • Page 111
    ... $14.1 million, or 23.9%, mainly due to the online lending channel's efforts to expand the Company's customer base in both domestic and foreign markets. The increase in other expenses was primarily due to increased legal expenses and costs related to the proposed Enova IPO and associated activities...

  • Page 112
    ... primarily due to additional funding under the Company's line of credit to support growth in the Company's pawn loan and consumer loan balances. In addition, an acquisition in the fourth quarter of 2010 was funded by borrowings under the Company's line of credit of approximately $59.6 million. The...

  • Page 113
    ... Such actions could include the immediate liquidation of jewelry inventory, which is comprised primarily of gold items that would be refined into pure gold and sold on the open market and adjustments to short-term lending to consumers that would reduce cash outflow requirements while increasing cash...

  • Page 114
    ... disposition activities related to the Mexico Reorganization, the implementation of the Company's domestic point-of-sale system, which was placed in service in July 2011, and the investments in retail services locations in 2012 and 2011. Also, a decrease in merchandise purchased from customers and...

  • Page 115
    ..., 2012, the Company entered into an agreement to acquire substantially all of the assets of a 25-store chain of pawn lending locations located in Kentucky, North Carolina, and Tennessee. The Company assumed the economic benefits of all of these pawnshops by operating them under management agreements...

  • Page 116
    ...was paid in 2012 following the receipt of applicable licensing and regulatory approvals. The goodwill related to this acquisition was $26.7 million. During 2010, the Company acquired a 39-store chain of pawn lending locations in Washington and Arizona under the names "Maxit" and "Pawn X-Change." The...

  • Page 117
    ... Board of Directors of the Company, and through the repurchase of shares of common stock for tax payments related to stock based compensation. On March 30, 2011, the Company entered into a new credit agreement for up to $330.0 million of credit with a group of commercial banks (the "Original Credit...

  • Page 118
    ... ended December 31, 2012, see "Item 5(c) - Issuer Purchases of Equity Securities" in Part II. On January 24, 2013, the Board of Directors of the Company authorized a new share repurchase program for the repurchase of up to 2.5 million shares of the Company's common stock and cancelled the previous...

  • Page 119
    ... for the year ended December 31, 2012. See "Item 8. Financial Statements and Supplementary Data-Note 13." Gold Price Risk The Company periodically uses forward sale contracts with a major gold bullion bank to sell a portion of the expected amount of refined gold produced in the normal course of...

  • Page 120
    Foreign Currency Exchange Risk The Company periodically uses forward currency exchange contracts to minimize risk of foreign currency exchange rate fluctuations in the United Kingdom and Australia. The Company's forward currency exchange contracts are non-designated derivatives. Any gain or loss ...

  • Page 121
    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm...97 Consolidated Balance Sheets - December 31, 2012 and 2011...Consolidated Statements of Income - Years Ended December 31, 2012, 2011 and 2010...

  • Page 122
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Cash America International, Inc.: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, equity, and cash flows present...

  • Page 123
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data) December 31, 2012 2011 Assets Current assets: Cash and cash equivalents Pawn loans Consumer loans, net Merchandise held for disposition, net Pawn loan fees and service charges ...

  • Page 124
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Year Ended December 31, 2012 2011 2010 Revenue Pawn loan fees and service charges Proceeds from disposition of merchandise Consumer loan fees Other Total Revenue Cost of...

  • Page 125
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in thousands) Year Ended December 31, 2012...$ Net of tax benefit (provision) of $(6), $(53) and $52 for the years ended December 31, 2012, 2011 and 2010. Net of tax benefit (provision) of $(1,...

  • Page 126
    ... shareholders' equity Common Stock Shares Balance at January 1, 2010 30,235,164 Reissuance of treasury shares Shares issued under stock-based plans Stock-based compensation expense Income tax benefit from stock-based compensation Net income attributable to Cash America International, Inc. Dividends...

  • Page 127
    ... Net cash used in investing activities Cash Flows from Financing Activities Net borrowings under bank lines of credit Issuance of long-term debt Net proceeds from re-issuance of treasury shares Loan costs paid Payments on notes payable Excess income tax benefit from stock-based compensation Treasury...

  • Page 128
    ... as payday loans), line of credit accounts and installment loans. Short-term loans include unsecured short-term loans written by the Company or by a third-party lender through the Company's credit services organization programs ("CSO programs" as further described below) that the Company guarantees...

  • Page 129
    ... under the name "Cash America case de empeño." In connection with the reorganization of the Company's Mexico-based pawn lending operations during 2012 (the "Mexico Reorganization"), the Company intends to liquidate the remaining assets of Creazione, which are insignificant, in 2013. See Note 4 for...

  • Page 130
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In the first quarter of 2012, the Company changed its accounting policy with respect to its foreign pawn operations to reflect pledged collateral underlying delinquent pawn loans as "Merchandise held for ...

  • Page 131
    ... exchange rates occurring during each period. Cash and Cash Equivalents The Company considers cash on hand in operating locations, deposits in banks and short-term marketable securities with original maturities of 90 days or less as cash and cash equivalents. Pawn Loans, Pawn Loan Fees and Service...

  • Page 132
    .... This change is described below and did not have a material impact on the financial statements. For delinquent short-term loans, the allowance or liability is based on a six-month rolling average of loss rates by stage of collection. For line of credit and installment loan portfolios, the Company...

  • Page 133
    ... $0.7 million at December 31, 2012 and 2011, respectively. The Company offers customers a 30-day satisfaction guarantee, whereby the customer can return merchandise and receive a full refund, a replacement item of comparable value or store credit. Based on management's analysis of historical refund...

  • Page 134
    ... applications, are capitalized. Internal and external training and maintenance costs are charged to expense as incurred or over the related service period. When a software application is placed in service, the Company begins amortizing the related capitalized software costs using the straight-line...

  • Page 135
    ... accompanying consolidated balance sheets and changes in fair value were recognized in "Accumulated other comprehensive income (loss)" in the accompanying consolidated statements of equity. This interest rate cap agreement terminated in March 2012. The Company uses foreign currency forward contracts...

  • Page 136
    ... Company's retail services locations are included in operations expenses. Administration expenses include expenses related to corporate service functions, such as legal, occupancy, executive oversight, insurance and risk management, public and government relations, internal audit, treasury, payroll...

  • Page 137
    ... under the Company's stock-based employee compensation plans are included in diluted shares upon the granting of the awards even though the vesting of shares will occur over time. Performance-based awards are included in diluted shares based on the level of performance that management estimates is...

  • Page 138
    ... those that report under International Financial Reporting Standards ("IFRS"). ASU 2011-05 requires companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of...

  • Page 139
    ...-Store Chain of Pawn Lending Locations in Arizona On October 8, 2012, the Company's wholly-owned subsidiary, Cash America, Inc. of Nevada, entered into an agreement to acquire substantially all of the assets of a nine-store chain of pawn lending locations in Arizona owned by Ca$h Corporation, Pawn...

  • Page 140
    ... 27, 2012, the Company and three of its wholly-owned subsidiaries, Cash America, Inc. of Tennessee, Cash America, Inc. of North Carolina and Cash America, Inc. of Kentucky, entered into an agreement to acquire substantially all of the assets of a 25-store chain of pawn lending locations located in...

  • Page 141
    ... pawn lending locations in Washington and Arizona under the names "Maxit" and "Pawn X-Change." Per the terms of the Asset Purchase Agreement, the acquisition consideration consisted of a cash payment of approximately $58.2 million, which was funded with borrowings under the Company's line of credit...

  • Page 142
    ... was required or made pursuant to the terms of the Stock Purchase Agreement. The Company paid post-closing acquisition costs of $0.3 million, resulting in a total of $82.9 million paid in cash for the acquisition, net of cash acquired. The activities of Prenda Fácil (now known as Cash America casa...

  • Page 143
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Reorganization reflects management's decision to modify its strategy in Mexico to achieve profitability in its Mexicobased pawn operations and to evaluate the potential to expand its services to customers in...

  • Page 144
    ... items. A pawn loan is considered delinquent if the customer does not repay or, where allowed by law, renew or extend the loan on or prior to its contractual maturity date plus any applicable grace period. Pawn loan fees and service charges do not accrue on delinquent pawn loans. When a pawn loan...

  • Page 145
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. Consumer Loans, Credit Quality Information on Consumer Loans and Allowances and Liability for Estimated Losses on Consumer Loans Consumer loan fee revenue generated from the Company's consumer loans for...

  • Page 146
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Changes in the allowance for losses for the Company-owned loans and the liability for estimated losses on the Company's guarantees of third-party lender-owned loans for the years ended December 31, 2012, ...

  • Page 147
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2010 Line of Short-term Credit Installment Loans Accounts(a) Loans Allowance for losses for Company-owned consumer loans: Balance at beginning of period Consumer loan loss provision ...

  • Page 148
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. Prepaid Expenses and Other Assets Prepaid expenses and other assets as of December 31, 2012 and 2011, were as follows (dollars in thousands): Nonqualified savings plan assets Marketable equity ...

  • Page 149
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Goodwill Changes in the carrying value of goodwill for the years ended December 31, 2012 and 2011 were as follows (dollars in thousands): Retail Services $ 352,439 41,209 4,197 $ 397,845 $ 333,042 26,679 (7,...

  • Page 150
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Amortization Amortization expense for acquired intangible assets was $9.5 million, $6.3 million and $4.8 million for the years ended December 31, 2012, 2011 and 2010, respectively. Estimated future ...

  • Page 151
    ...ratios as defined in the Credit Agreement. The Company also pays a fee on the unused portion of the Domestic and Multi-currency Line ranging from 0.25% to 0.50% (0.38% at December 31, 2012) based on the Company's cash flow leverage ratios. The weighted average interest rate (including margin) on the...

  • Page 152
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2012, borrowings under the Company's Domestic and Multi-currency Line consisted of three pricing tranches with maturity dates ranging from two to 31 days, and as of December 31, 2011, ...

  • Page 153
    ... set forth in its debt agreements. As of December 31, 2012, required principal payments under the terms of the long-term debt, including the Company's line of credit, for each of the five years after December 31, 2012 are as follows (dollars in thousands): Year 2013 2014 2015 2016 2017 Thereafter...

  • Page 154
    ...accrual of pawn loan fees and service charges Ohio Reimbursements(a) Allowance for consumer loan losses Deferred compensation Net operating losses Deferred state credits Investment in Subsidiaries Other Total deferred tax assets Deferred tax liabilities: Amortization of acquired intangibles Property...

  • Page 155
    ..., net of federal tax benefits Nondeductible lobbying Foreign tax difference Investment in Subsidiaries Change in deferred tax valuation allowance Other Total provision Effective tax rate As of December 31, 2012, the Company had net operating losses totaling $51.5 million related to its Mexico...

  • Page 156
    ..., and $9.3 million related to the deferred tax asset associated with the Company's excess tax basis over its basis for financial reporting purposes in the stock of Creazione. The aggregate change in the balance of the unrecognized tax benefits for the years ended December 31, 2012, 2011 and 2010...

  • Page 157
    ... class action lawsuit in the State Court of Cobb County, Georgia against Georgia Cash America, Inc., Cash America International, Inc. (together with Georgia Cash America, Inc., "Cash America"), Daniel R. Feehan, and several unnamed officers, directors, owners and "stakeholders" of Cash America...

  • Page 158
    ... statements of income for the year ended December 31, 2012. 16. Equity Share Repurchases On January 24, 2013, the Company's Board of Directors authorized management to purchase up to a total of 2,500,000 shares of the Company's common stock at management's discretion in open market transactions...

  • Page 159
    ...Employee Benefit Plans Prior to July 1, 2012, the Cash America International, Inc. 401(k) Savings Plan was open to substantially all U.S. employees. Effective on July 1, 2012, the Enova International, Inc. 401(k) Savings Plan was established and is open to substantially all employees in the Company...

  • Page 160
    ...December 31, 2012, the Company held securities in rabbi trusts to pay benefits under these plans. As of December 31, 2011 and 2010, the rabbi trust for the Cash America International, Inc. 401(k) Savings Plan also held shares of the Company's common stock. The securities other than Company stock are...

  • Page 161
    ...available for future grants under the Plan. Historically, the Company has repurchased its shares on the open market from time to time pursuant to an authorization from the Board of Directors of the Company and held the shares in treasury. The Company reissued those shares upon stock option exercises...

  • Page 162
    ...Additional paid-in capital" in the consolidated statements of equity. Restricted Stock Units The Company has granted RSUs to Company officers, certain employees and to the non-management members of the Board of Directors. RSUs are granted under the 2004 Plan. Each vested RSU entitles the holder to...

  • Page 163
    ... on the Company's closing stock price on the day before the grant date, and the total grant date fair value of performance RSUs is based on the Company's estimate at the time of the grant of the most probable outcome expected to be achieved. The awards granted to the Company's executive officers in...

  • Page 164
    ... and foreign storefront locations that offer some or all of the following services: pawn loans, consumer loans, the purchase and sale of merchandise, check cashing and other ancillary services such as money orders, wire transfers, prepaid debit cards, tax filing services and auto insurance. Most of...

  • Page 165
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables contain operating segment data for the years ended December 31, 2012, 2011 and 2010 (dollars in thousands): Retail Services Domestic Year Ended December 31, 2012 Revenue Pawn loan fees ...

  • Page 166
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Retail Services Domestic Year Ended December 31, 2010 Revenue Pawn loan fees and service charges Proceeds from disposition of merchandise Consumer loan fees Other Total revenue Cost of revenue Disposed ...

  • Page 167
    ... follows (dollars in thousands): December 31, 2012 Financial assets (liabilities): Interest rate contracts1 Forward currency exchange contracts Nonqualified savings plan assets (a) Marketable securities(b) Total $ 1 - $ (406) 11,347 6,042 16,983 $ Fair Value Measurements Using Level 1 Level 2 Level...

  • Page 168
    ... (dollars in thousands): Carrying Value December 31, 2012 Financial assets: Cash and cash equivalents Pawn loans Consumer loans, net Pawn loan fees and service charges receivable Total Financial liabilities: Domestic and Multi-currency Line of credit Senior unsecured notes 2009 Convertible Notes...

  • Page 169
    ... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Carrying Value December 31, 2011 Financial assets: Cash and cash equivalents Pawn loans Consumer loans, net Pawn loan fees and service charges receivable Total Financial liabilities: Domestic and Multi-currency Line of credit Senior unsecured notes 2009...

  • Page 170
    ... 24, 2013, the Board of Directors authorized the Company's repurchase of up to 2,500,000 shares of its common stock. The share repurchase authorization does not have an expiration date, and the amount and prices paid for any future share purchases under the new authorization will be based on market...

  • Page 171
    CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS purchases or private transactions, in accordance with applicable federal securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended. This new authorization cancelled and ...

  • Page 172
    ... and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. There was no change in the Company's internal control over financial reporting during the quarter ended December 31, 2012 that has...

  • Page 173
    ... reasonable assurance with respect to financial statement preparation and presentation. The effectiveness of the Company's internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in...

  • Page 174
    c ITEM 9B. OTHER INFORMATION None. 149

  • Page 175
    ...the Company's Secretary at Cash America International, Inc., 1600 West 7th Street, Fort Worth, Texas 76102. ITEM 11. EXECUTIVE COMPENSATION Information contained under the caption "Executive Compensation," "Board Structure, Corporate Governance Matters and Director Compensation-Director Compensation...

  • Page 176
    ...PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES The following consolidated financial statements and schedules are filed in Item 8 of Part II of this report: Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets - December 31, 2012 and 2011...

  • Page 177
    ... First Amendment dated December 15, 2008 to Option Agreement dated December 11, 2008 between Cash America of Mexico, Inc. and St. Claire (1) Articles of Incorporation of Cash America Investments, Inc. filed in the office of the Secretary of State of Texas on October 4, 1984 Articles of Amendment to...

  • Page 178
    ... 30, 1987 Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed in the office of the Secretary of State of Texas on April 23, 1992 to change the Company's name to "Cash America International, Inc." Articles of Amendment to the Articles of Incorporation of the...

  • Page 179
    ... amount of $25,000,000 (1) Amendment No. 1 dated May 25, 2012 to Note Purchase Agreement dated as of January 28, 2010 among the Company and the purchasers named therein Note Purchase Agreement dated as of August 28, 2012 among the Company and the purchasers named therein for the issuance of the...

  • Page 180
    ... First Amendment, the "2004 LTIP") * 2013 Long-Term Incentive Plan Award Agreement for One-Time Restricted Stock Unit Grant to David A. Fisher under the 2004 LTIP dated January 29, 2013 * Form of 2012 Long-Term Incentive Plan Award Agreement for Executive Officers under the 2004 LTIP *(1) Form of...

  • Page 181
    ... Term Incentive Plan Agreement for the Executive Officers other than the Chief Executive Officer under the LTIP *(4) Second form of 2008 Long Term Incentive Plan Agreement for the Chief Executive Officer under the LTIP *(4) 2012 Long-Term Incentive Plan Award Agreement for the E-Commerce Division...

  • Page 182
    ... to the Cash America International, Inc. 401(k) Savings Plan dated December 13, 2012 effective August 21, 2012* Letter Agreement between David A. Fisher and the Company dated January 29, 2013 * Executive Change-in-Control Severance and Restrictive Covenant Agreement between the Company and David...

  • Page 183
    ... Agreement between Enova Financial Holdings, LLC, a subsidiary of the Company, and Timothy S. Ho dated January 29, 2013 * Subsidiaries of the Company Consent of PricewaterhouseCoopers LLP Certification of Chief Executive Officer Certification of Chief Financial Officer Certification of Chief...

  • Page 184
    ...31, 2010; (iv) Consolidated Statements of Equity at December 31, 2012, December 31, 2011 and December 31, 2010; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2012, December 31, 2011 and December 31, 2010; and (vi) Notes to Consolidated Financial Statements. (6) Submitted...

  • Page 185
    ... duly authorized. CASH AMERICA INTERNATIONAL, INC. Date: February 28, 2013 By: /s/ DANIEL R. FEEHAN Daniel R. Feehan Chief Executive Officer and President Pursuant to the requirements of the Securities and Exchange Act of 1934, the report has been signed by the following persons on behalf of...

  • Page 186
    ... SCHEDULE To the Board of Directors and Shareholders of Cash America International, Inc. Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 28, 2013 appearing in this Annual Report on Form...

  • Page 187
    c SCHEDULE II CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For the Three Years Ended December 31, 2012 (dollars in thousands) Additions Description Allowance for valuation of inventory Year Ended: December 31, 2012 December 31, 2011 December 31, 2010 Tax ...

  • Page 188
    ... First Amendment dated December 15, 2008 to Option Agreement dated December 11, 2008 between Cash America of Mexico, Inc. and St. Claire (1) Articles of Incorporation of Cash America Investments, Inc. filed in the office of the Secretary of State of Texas on October 4, 1984 Articles of Amendment to...

  • Page 189
    ... 30, 1987 Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed in the office of the Secretary of State of Texas on April 23, 1992 to change the Company's name to "Cash America International, Inc." Articles of Amendment to the Articles of Incorporation of the...

  • Page 190
    ... amount of $25,000,000 (1) Amendment No. 1 dated May 25, 2012 to Note Purchase Agreement dated as of January 28, 2010 among the Company and the purchasers named therein Note Purchase Agreement dated as of August 28, 2012 among the Company and the purchasers named therein for the issuance of the...

  • Page 191
    ... First Amendment, the "2004 LTIP") * 2013 Long-Term Incentive Plan Award Agreement for One-Time Restricted Stock Unit Grant to David A. Fisher under the 2004 LTIP dated January 29, 2013 * Form of 2012 Long-Term Incentive Plan Award Agreement for Executive Officers under the 2004 LTIP *(1) Form of...

  • Page 192
    ... Term Incentive Plan Agreement for the Executive Officers other than the Chief Executive Officer under the LTIP *(4) Second form of 2008 Long Term Incentive Plan Agreement for the Chief Executive Officer under the LTIP *(4) 2012 Long-Term Incentive Plan Award Agreement for the E-Commerce Division...

  • Page 193
    ... April 29, 2011 * Third Amendment to the Cash America International, Inc. 401(k) Savings Plan dated December 13, 2012 effective August 21, 2012* Letter Agreement between David A. Fisher and the Company dated January 29, 2013 * Executive Change-in-Control Severance and 168 S-8 333-167661 4.8 6/21...

  • Page 194
    ... Agreement between Enova Financial Holdings, LLC, a subsidiary of the Company, and Timothy S. Ho dated January 29, 2013 * Subsidiaries of the Company Consent of PricewaterhouseCoopers LLP Certification of Chief Executive Officer Certification of Chief Financial Officer Certification of Chief...

  • Page 195
    ...31, 2010; (iv) Consolidated Statements of Equity at December 31, 2012, December 31, 2011 and December 31, 2010; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2012, December 31, 2011 and December 31, 2010; and (vi) Notes to Consolidated Financial Statements. (6) Submitted...

  • Page 196
    ... Oklahoma Cash America, Inc. of South Carolina Cash America, Inc. of Tennessee Cash America, Inc. of Utah Cash America, Inc. of Virginia Cash America Internet Sales, Inc. Cash America of Missouri, Inc. Vincent's Jewelers and Loan, Inc. Cash America Pawn, Inc. of Ohio Cashland Financial Services, Inc...

  • Page 197
    ..., LLC Debit Plus S.A. de C.V. SOFOM ENR DP Labor Holdings, LLC Enova Online Services, Inc. Billers Acceptance Group, LLC Enova Financial Holdings, LLC CNU Online Holdings, LLC AEL Net Marketing, LLC AEL Net of Illinois, LLC AEL Net of Missouri, LLC CNU of Alabama, LLC CNU of Alaska, LLC CNU of...

  • Page 198
    ...CashNetUSA of Florida, LLC CNU DollarsDirect Canada Inc. CNU DollarsDirect Inc. CNU DollarsDirect Lending Inc. DollarsDirect, LLC Enova Brazil, LLC EuroNetCash, LLC Mobile Leasing Group, Inc. Ohio Consumer Financial Solutions, LLC TrafficGen, LLC NC Financial Solutions, LLC NC Financial Solutions of...

  • Page 199
    Express Cash International Corporation Florida Cash America, Inc. Georgia Cash America, Inc. Ohio Neighborhood Finance, Inc. Ohio Neighborhood Credit Solutions, LLC Trisphere Global Holdings B.V. Mexico Structure Jurisdiction of Incorporation/Organization Delaware Delaware Mexico Mexico Mexico ...

  • Page 200
    ..., and 333-167661) of Cash America International, Inc. of our report dated February 28, 2013 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K for the year ended December 31, 2012. We also consent to...

  • Page 201
    ... report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. b) Date: February 28, 2013 /s/ Daniel R. Feehan Daniel R. Feehan Chief Executive Officer...

  • Page 202
    ..., whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. b) Date: February 28, 2013 /s/ Thomas A. Bessant, Jr. Thomas A. Bessant, Jr. Executive Vice President and Chief Financial Officer 177

  • Page 203
    ... 2002 In connection with the Annual Report of Cash America International, Inc. (the "Company") on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel R. Feehan, Chief Executive Officer and President of the...

  • Page 204
    ... Annual Report of Cash America International, Inc. (the "Company") on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas A. Bessant, Jr., Executive Vice President and Chief Financial Officer of the Company...

  • Page 205

  • Page 206
    ... Capital Partners, L.P. Daniel E. Berce (a) (b) Chief Executive Officer and President General Motors Financial Company, Inc. (a) Management Development and Compensation Committee Member (b) Audit Committee Member (c) Nominating and Corporate Governance Committee Member Albert Goldstein Founder and...

  • Page 207
    ... LLP Fort Worth, Texas Annual Shareholders' Meeting May 23, 2013 9:00 AM Cash America International Building 1600 West 7th Street Fort Worth, Texas 76102 A copy of the Company's Annual Report on Form 10-K can be obtained without charge upon written request to the office of Investor Relations...

  • Page 208
    1600 West 7th Street Fort Worth, Texas 76102-2599 (817) 335-1100 www.cashamerica.com www.enova.com www.cashnetusa.com www.netcredit.com www.cashlandloans.com www.quickquid.co.uk www.poundstopocket.co.uk www.dollarsdirect.com.au www.dollarsdirect.ca ...