Form 8-K CASH AMERICA INTERNATION For: Oct 23

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. �20549


FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of Earliest Event Reported):
October 23, 2014

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

1600 West 7th Street
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)


Registrants telephone number, including area code:����(817) 335-1100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

� Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

� Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

� Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

� Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

����������On October 23, 2014, Cash America International, Inc. (the Company) issued a press release to announce its consolidated financial results for the three and nine months ended September 30, 2014.��A copy of the Companys press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

����������The press release includes non-GAAP financial measures as that term is defined in Regulation�G. The press release also includes the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States (GAAP), information reconciling the non-GAAP financial measures to the GAAP financial measures, and a discussion of the reasons why the Companys management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding the Companys financial condition and results of operations. The non-GAAP financial information presented therein should be considered in addition to, not as a substitute for, or superior to, financial measures calculated and presented in accordance with GAAP.

ITEM 7.01 REGULATION FD DISCLOSURE

Press Release to Announce Consolidated Financial Results

See Item 2.02 Results of Operations and Financial Condition.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURES

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 hereunto duly authorized.

EXHIBIT�INDEX

Exhibit 99.1

Cash America Announces Third Quarter Results and Dividend Declared

FORT WORTH, Texas--(BUSINESS WIRE)--October 23, 2014--Cash America International, Inc. (NYSE: CSH) announced today that reported net income attributable to the Company for the third quarter ended September 30, 2014, was $9,916,000 (34 cents per share). During the third quarter of 2014, management implemented plans that generated $14.1 million in after tax expenses (48 cents per share) related to the sale of non-strategic operations, the early extinguishment of long-term debt and to complete a corporate reorganization to create efficiencies in its Retail Services segment. Excluding the $14.1�million of unusual expense items incurred in the third quarter of 2014, adjusted net income, a non-GAAP measure, would have been $24.0 million (82 cents per share) for the third quarter ended September 30, 2014. Net income for the comparable third quarter of 2013 was $46,186,000 ($1.52 per share), which included an after tax net benefit of $21.9 million (72 cents per share) that was created by a tax credit that was partially offset by a significant litigation settlement during the period. The adjusted net income, a non-GAAP measure, for the third quarter of 2013, excluding the net benefit, was $24.3 million (80 cents per share).

Consolidated total revenue during the third quarter of 2014 increased by 8% to $472.2 million compared to $437.8�million during the same period in 2013. Consolidated net revenue for the three months ended September 30, 2014, increased 12% to $276.4 million from $247.0 million in the same period of 2013 as loss rates on the consumer loan portfolio were lower overall and pawn-related net revenue was up for the second consecutive quarter in 2014. The aggregate balance of consumer loans outstanding rose slightly as U.S. consumer loan growth outstripped the anticipated decline in foreign consumer loans related to changes in the regulatory environment in the United Kingdom. Total pawn loan balances in the United States were up 6.5% year-over-year and same store pawn loan balances were up 2.1% as of the end of the third quarter of 2014 compared to the same period in 2013.

During the third quarter of 2014, the Company sold non-strategic lending operations, including the disposition of 47 locations in Mexico and the disposition of 5 locations in Colorado, which generated approximately $21.5 million in net cash proceeds but contributed to an aggregate loss of $6.4 million after taxes (22 cents per share). In addition, the Company purchased $103.5 million of its outstanding long-term fixed-rate senior notes in the open market during the third quarter, which generated $6.0 million in pretax charges ($3.8 million after taxes, or 13 cents per share) related to the early extinguishment of debt. Management also completed a corporate reorganization effort in anticipation of the impending separation of its Retail Services segment and its E-Commerce segment and incurred severance and benefits costs of $6.1 million before taxes ($3.9 million after taxes, or 13 cents per share). In the third quarter of 2013, the Company recognized a tax benefit of $33.2�million ($1.09 per share) related to the reorganization of its Mexico-based pawn operations, and incurred an $18.0�million pre-tax expense ($11.3 million after taxes or 37 cents per share) associated with a negotiated settlement of a class-action lawsuit. These two items combined to create a net benefit to after tax income of $21.9 million (72 cents per share) for the period ended September 30, 2013.

Commenting on the results for the third quarter, Daniel R. Feehan, President and Chief Executive Officer, said, We have completed a variety of strategic initiatives during the third quarter, including the refocusing of our domestic pawn operations and the positioning of our E-Commerce segment to be an independent public company. We have taken the steps we feel have the greatest potential for delivering long-term value to our shareholders for many periods in the future. Operationally, we also successfully moved through the initial transition of our U.K. e-commerce business to meet the new regulatory requirements in the United Kingdom, and we maintained our positive metrics of pawn lending that started in the second quarter.

For the nine-month period ended September 30, 2014, the Company reported net income of $76,624,000 ($2.61 per share) compared to $115,244,000 ($3.73 per share) for the same period in 2013. Excluding the unusual items discussed above in the third quarter of 2014 totaling $14.1 million after tax (48 cents per share) plus an additional $16.5 million pre-tax ($10.4 million after tax, or 36 cents per share) attributable to the early extinguishment of debt in the first two quarters of 2014, adjusted net earnings, a non-GAAP measure, would have been $101.5 million ($3.45 per share) for the nine-month period ended September 30, 2014. This compares to adjusted net earnings, a non-GAAP measure, of $93.4 million ($3.02 per share) for the nine-month period ended September 30, 2013, when adding back the unusual items discussed above for the 2013 period, which totaled $21.9 million (71 cents per share).

Total revenue was $1.4 billion for the nine-month period ended September 30, 2014, compared to $1.3 billion for the same nine-month period in 2013.

Cash America will host a conference call to discuss the third quarter results and the previously announced spin-off of the Companys e-commerce segment on Thursday, October 23, at 7:00 AM CDT. A live webcast of the call will be available on the Investor Relations section of the Companys corporate website (http://www.cashamerica.com). To listen to the live call, please go to the website at least fifteen minutes early to register, download, and install any necessary audio software. A replay will be available on the Companys website following the call.

Additionally, the Company announced that the Board of Directors, at its regularly scheduled quarterly meeting, declared a $0.035 (3.5 cents) per share cash dividend on common stock outstanding. The dividend will be paid at the close of business on November 19, 2014, to shareholders of record on November 5, 2014.

Outlook for the Fourth Quarter of 2014 and 2015 Fiscal Year

Management believes that the opportunities for growth in revenue and earnings will be largely associated with customer demand for the credit products provided by the Company, which take the form of pawn loans and consumer loans and the disposition of unredeemed collateral by way of consumer spending on retail sales and the commercial sale of refined gold and diamonds. The fourth quarter, during the seasonally important holiday selling season, represents an important period of retail sales for the Company, and results will be affected by consumer sentiments during the period. There are various other elements that could affect the growth in revenue, such as the regulation of consumer loan products and the development and growth of additional markets for the Companys e-commerce segment for consumer lending products. As the Company enters the fourth quarter of 2014, management anticipates that demand for the Companys consumer loan products will continue on a similar pace to the one it has experienced during the first nine months of 2014, with a continued heavier weighting to the consumer loan portfolio and longer-term installment and line of credit products. Demand for the Companys pawn lending products during the second and third quarters of 2014 have improved, and management expects a continued growth in the Companys pawn lending business, but at moderate levels for the balance of 2014 and the first half of 2015.

Due to the recent announcement of Board approval to spin-off the Companys e-commerce segment, management is initiating its expectations for fiscal year 2015, breaking expectations out by each of the two segments into their relative expected range for adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, a non-GAAP measure. Based on its current views of the coming year, management establishes its initial anticipated range of adjusted EBITDA, of between $110 million to $135 million for fiscal 2015 for the retail services segment, including corporate services for that segment, and an anticipated range of adjusted EBITDA of between $180 million to $240 million for fiscal 2015 for the e-commerce segment, which is also known as Enova International, Inc.

Management is providing its expectations for the fourth quarter of 2014 as if the separation of the e-commerce segment, or Enova, does not occur before year-end 2014 in order to remain consistent with past practice related to reporting managements expectations for future periods. Based on managements views and on the preceding factors, management expects the fourth quarter 2014 consolidated net income per share to be between $1.00 and $1.10 per share as if the separation of the e-commerce segment does not occur before year end 2014. This range compares to $1.01 per share of consolidated net income in the fourth quarter of 2013, which included $2.8 million of after-tax expenses related to the closure of 28 locations in Texas that offered unsecured consumer loans as the primary source of revenue, a regulatory penalty incurred during the period, an adjustment to the remaining expected liability for the voluntary refund to customers in Ohio and expenses related to the early extinguishment of debt.

Based on the Companys results through the first nine months of 2014, management expects its consolidated fiscal year 2014 earnings per share to be in a range of between $4.40 and $4.50 per share as if the separation of the e-commerce business does not occur before year end 2014, on a non-GAAP adjusted basis, adjusted for the third quarter unusual items discussed above of 48 cents per share, plus 35 cents per share related to the early extinguishment of debt in the first half of 2014, or 83 cents in total. This compares to the fiscal year 2013 consolidated net earnings per share of $4.04 per share, on a non-GAAP adjusted basis, which excludes a net benefit from unusual items during the year of $18.8 million (a benefit of 62 cents per share). During 2013, the Company recorded a tax benefit related to the disposition of assets and reorganization of its Mexico-based pawn lending business of $33.2 million ($1.09 per share), which was partially offset by unusual expense items of $14.4 million (47 cents per share) related to a litigation settlement during the third quarter of 2013, the closure of consumer lending locations, a regulatory penalty, an adjustment to the remaining expected liability for the voluntary refund to customers in Ohio and expenses for the early extinguishment of debt. Combining these amounts generates the net benefit of unusual items in 2013 of $18.8 million (62 cents per share).

Non-GAAP Measures

The Adjusted Earnings and Adjusted Earnings Per Share and the Adjusted EBITDA sections included in the attachments to this press release contains a reconciliation of non-GAAP information and a discussion of the reasons why the Companys management believes that presentation of non-GAAP financial measures provide useful information to investors regarding the Companys financial condition and results of operations.

About the Company

As of September 30, 2014, Cash America International, Inc. (the Company) operated 948 total locations offering specialty financial services to consumers, which included the following:

• 863 lending locations in 21 states in the United States primarily under the names Cash America Pawn, SuperPawn, Cash America Payday Advance, and Cashland; and
• 85 check cashing centers (all of which are unconsolidated franchised check cashing centers) operating in 12 states in the United States under the name Mr. Payroll.

Additionally, as of September 30, 2014, the Company offered consumer loans over the Internet to customers:

• in 34 states in the United States at http://www.cashnetusa.com; http://www.netcredit.com; and http://www.headwaycapital.com;
• in the United Kingdom at http://www.quickquid.co.uk, http://www.quickquidflexcredit.co.uk, http://www.poundstopocket.co.uk, and http://www.onstride.co.uk;
• in Australia at http://www.dollarsdirect.com.au;
• in Canada at http://www.dollarsdirect.ca;
• in Brazil at http://www.simplic.com.br; and
• in China at http://www.youxinyi.cn.

For additional information regarding the Company and the services it provides, visit the Companys websites located at:

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This release contains forward-looking statements about the business, financial condition, operations and prospects of the Company. The actual results of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including, without limitation: the effect of, compliance with or changes in domestic and foreign pawn, consumer credit, tax and other laws and governmental rules and regulations applicable to the Company's business or changes in the interpretation or enforcement thereof; the regulatory and examination authority of the Consumer Financial Protection Bureau in the U.S. and the Financial Conduct

Authority in the United Kingdom, including the effect of and compliance with a consent order the Company entered into with the Consumer Financial Protection Bureau in November 2013 and changes to the Companys UK business practices as a result of adapting the Companys business in response to the requirements of the Financial Conduct Authority; changes in the political, regulatory or economic environment in foreign countries where the Company operates or in the future may operate; risks related to the potential separation of the Companys online lending business that comprises its e-commerce segment, Enova International, Inc.; the Companys ability to process or collect consumer loans through the Automated Clearing House system; the actions of third parties who provide, acquire or offer products and services to, from or for the Company; public and regulatory perception of the Companys business, including its consumer loan business and its business practices; the effect of any current or future litigation proceedings or any judicial decisions or rule-making that affect the Company, its products or its arbitration agreements; fluctuations, including a sustained decrease, in the price of gold or deterioration in economic conditions; a prolonged interruption in the Companys operations of its facilities, systems and business functions, including its information technology and other business systems; changes in demand for the Companys services and changes in competition; the Companys ability to maintain an allowance or liability for estimated losses on consumer loans that are adequate to absorb credit losses; the Companys ability to attract and retain qualified executive officers; the ability of the Company to open new locations in accordance with its plans or to successfully integrate newly acquired businesses into the Companys operations; interest rate and foreign currency exchange rate fluctuations; changes in the capital markets, including the debt and equity markets; changes in the Companys ability to satisfy its debt obligations or to refinance existing debt obligations or obtain new capital to finance growth; security breaches, cyber-attacks or fraudulent activity; acts of God, war or terrorism, pandemics and other events; the effect of any of such changes on the Companys business or the markets in which it operates; and other risks and uncertainties indicated in the Companys filings with the Securities and Exchange Commission. These risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this release, terms such as believes, estimates, should, could, would, plans, expects, anticipates, may, forecasts, projects and similar expressions and variations as they relate to the Company or its management are intended to identify forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this release.

Profit from the disposition of merchandise represents the proceeds received from the disposition of merchandise in excess of the cost of disposed merchandise, which is generally the principal amount loaned on an item or the amount paid for purchased merchandise. The following tables summarize the proceeds from the disposition of merchandise and the related profit for the three and nine months ended September�30, 2014 and 2013 (dollars in thousands):

The table below summarizes the age of merchandise held for disposition related to the Companys pawn lending operations before valuation allowance of $2.4 million and $0.9 million as of September�30, 2014 and 2013, respectively (dollars in thousands):

In addition to reporting consumer loans owned by the Company and consumer loans guaranteed by the Company, which are either generally accepted accounting principles (GAAP) items or disclosures required by GAAP, the Company has provided combined consumer loans, which is a non-GAAP measure. In addition, the Company has reported consumer loans written and renewed, which is statistical data that is not included in the Companys financial statements. The Company also reports allowances and liabilities for estimated losses on consumer loans individually and on a combined basis, which are GAAP measures that are included in the Companys financial statements.

Management believes these measures provide investors with important information needed to evaluate the magnitude of potential loan losses and the opportunity for revenue performance of the consumer loan portfolio on an aggregate basis. The comparison of the aggregate amounts from period to period is more meaningful than comparing only the residual amount on the Companys balance sheet since both revenue and the loss provision for loans are impacted by the aggregate amount of loans owned by the Company and those guaranteed by the Company as reflected in its financial statements.

Corporate operations primarily include corporate expenses such as legal, occupancy, executive oversight, insurance and risk management, public and government relations, internal audit, treasury, payroll, compliance and licensing, finance, accounting, tax and information systems (except for online lending systems, which are included in the e-commerce segment). Corporate income includes miscellaneous income not directly attributable to the Companys segments. Corporate assets primarily include corporate property and equipment, nonqualified savings plan assets, marketable securities, foreign exchange forward contracts and prepaid insurance.

During the first quarter of 2014, the Company changed the presentation of financial information within its e-commerce segment to report certain administrative and depreciation and amortization expenses within that segment separately from its domestic and foreign operating components. Administrative expenses in the e-commerce segment, which were previously allocated between the domestic and foreign components based on the amount of loans written and renewed, are included under the Admin heading within the e-commerce segment information in the tables above.

Depreciation and amortization related to the e-commerce administrative function is also included in this category. For comparison purposes, amounts for prior years have been conformed to the current presentation.

Retail Services Segment

The following table sets forth the number of domestic and foreign Company-owned and franchised locations in the Companys retail services segment providing pawn lending, consumer lending, and other services as of September�30, 2014 and 2013. The Companys domestic retail services locations operate under the names Cash America Pawn, SuperPawn, Cash America Payday Advance, Cashland and Mr. Payroll. In addition, some recently acquired domestic retail services locations operate under various names that are expected to be changed to Cash America Pawn. Prior to the Companys sale of its Mexico-based pawn operations in August 2014, the foreign retail services locations operated under the name Cash America casa de empe�o.

E-Commerce Segment

As of September�30, 2014 and 2013, the Companys e-commerce segment provided services in 34 and 32 states, respectively, in the United States and in five foreign countries:

• in the United States at http://www.cashnetusa.com, http://www.netcredit.com and http://www.headwaycapital.com,
• in the United Kingdom at http://www.quickquid.co.uk, http://www.quickquidflexcredit.co.uk, http://www.poundstopocket.co.uk, and http://www.onstride.co.uk,
• in Australia at http://www.dollarsdirect.com.au,
• in Canada at http://www.dollarsdirect.ca,
• in Brazil at http://www.simplic.com.br, and
• in China at http://www.youxinyi.cn.

In June 2014, the Company launched a pilot program in Brazil where it arranges loans that are made by a third-party lender in accordance with applicable laws and guarantees the payment of these loans by agreeing to purchase the loans from the third-party under certain circumstances. In July 2014, the Company launched a pilot program in China where it has entered into a joint venture with a third-party lender where the third-party lender makes loans in accordance with applicable laws. In addition, in July 2014, the Company launched Headway Capital, a pilot program for a new line of credit product in the United States that serves the needs of small businesses.

Non-GAAP Disclosure

In addition to the financial information prepared in conformity with GAAP, the Company provides historical non-GAAP financial information. Management believes that presentation of non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of the Companys operations. Management believes that these non-GAAP financial measures reflect an additional way of viewing aspects of the Companys business that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business.

Management provides non-GAAP financial information for informational purposes and to enhance understanding of the Companys consolidated financial statements. Readers should consider the information in addition to, but not instead of or superior to, its financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

Adjusted Earnings and Adjusted Earnings Per Share

In addition to reporting financial results in accordance with GAAP, the Company has provided adjusted net income, adjusted diluted net income per share attributable to the Company, adjusted earnings and adjusted earnings per share (collectively, the Adjusted Earnings Measures), which are non-GAAP measures. Management believes that the presentation of these measures provides investors with greater transparency and facilitates comparison of operating results across a broad spectrum of companies with varying capital structures, compensation strategies, derivative instruments and amortization methods, which provides a more complete understanding of the Companys financial performance, competitive position and prospects for the future. Management also believes that investors regularly rely on non-GAAP financial measures, such as the Adjusted Earnings Measures, to assess operating performance and that such measures may highlight trends in the Companys business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. In addition, management believes that the adjustments included in the table below, especially those included in Adjusted net income and adjusted diluted net income per share attributable to the Company, are useful to investors in order to allow them to compare the Companys financial results for the current quarter and current nine-month period with the prior year quarter and prior year nine-month period, respectively. The computation of Adjusted Earnings Measures as presented below may differ from the computation of similarly-titled measures provided by other companies.

Adjusted EBITDA

The table below shows adjusted EBITDA, a non-GAAP measure that the Company defines as earnings excluding depreciation, amortization, interest, foreign currency transaction gains or losses, loss on early extinguishment of debt, equity in earnings or loss of unconsolidated subsidiary, taxes and including the net income or loss attributable to noncontrolling interests. Management believes adjusted EBITDA is used by investors to analyze operating performance and evaluate the Companys ability to incur and service debt and its capacity for making capital expenditures. Adjusted EBITDA is also useful to investors to help assess the Companys estimated enterprise value. In addition, management believes that the adjustments shown below are useful to investors in order to allow them to compare the Companys financial results during the periods shown without the effect of each of these income and expense items. The computation of adjusted EBITDA as presented below may differ from the computation of similarly-titled measures provided by other companies. The following table provides a reconciliation between Net Income attributable to Cash America International, Inc., which is the nearest GAAP measure presented in the Companys financial statements, to Adjusted EBITDA (dollars in thousands):

In addition, management believes that the adjusted EBITDA shown by segment and for the Companys corporate operations are useful to investors in order to allow them to compare the Companys financial results during the periods shown without the effect of each of the applicable income and expense items discussed above. The following table provides a reconciliation between Income (loss) from operations, which is the nearest GAAP measure presented for the Companys segments in the notes to the Companys financial statements, to Adjusted EBITDA (dollars in thousands):

CONTACT:
Cash America International, Inc.
Thomas A. Bessant, Jr., 817-335-1100