SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended December 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ____________
Commission file number: 0-19133
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
FIRST CASH 401(k) PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
FIRST CASH FINANCIAL SERVICES, INC.
690 East Lamar, Suite 400
Arlington, Texas 76011
INDEX
Independent Auditor's Report...................................... 1
Financial Statements:
Statements of Net Assets Available for Benefits ................. 2
Statement of Changes in Net Assets Available for Benefits ....... 3
Notes to Financial Statements ................................... 4
Supplemental Schedule:
Schedule of Assets (Held at End of Year) ........................ S-1
Independent Auditor's Report
July 17, 2002
To the Administrative Committee
First Cash 401(k) Profit Sharing Plan
Arlington, Texas
We have audited the accompanying statements of net assets available for
benefits of First Cash 401(k) Profit Sharing Plan as of December 31, 2001
and 2000, the related statement of changes in net assets available for
benefits for the year ended December 31, 2001 and supplemental schedule.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and schedule referred to above
present fairly in all material respects, the net assets available for
benefits of First Cash 401(k) Profit Sharing Plan as of December 31, 2001
and 2000 and the changes in its net assets available for benefits for the
year ended December 31, 2001 in conformity with the accounting principles
generally accepted in the United States of America.
/s/ Hein + Associates LLP
FIRST CASH 401(k) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
--------------------------
2001 2000
---------- ----------
ASSETS:
Investments, at fair value:
Mutual funds $ 659,200 $ 550,216
Money market funds 207,093 110,332
First Cash Financial Services, Inc.
common stock 934,494 358,453
Participant loans 168,440 88,380
---------- ----------
Total investments 1,969,227 1,107,381
---------- ----------
Contributions receivable:
Participant 98,630 55,318
Employer 28,510 16,091
---------- ----------
Total contributions receivable 127,140 71,409
---------- ----------
Cash 142 4,062
Other 2,568 510
---------- ----------
Total assets 2,099,077 1,183,362
LIABILITIES -
Refundable contributions 19,828 14,799
---------- ----------
Net assets available for benefits $ 2,079,249 $ 1,168,563
========== ==========
See accompanying notes to these financial statements.
FIRST CASH 401(k) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2001
ADDITIONS TO NET ASSETS ATTRIBUTABLE TO:
Investment income:
Net appreciation in fair value of investments $ 593,422
Interest and dividends 40,418
Other (1,037)
----------
Net investment income 632,803
----------
Contributions:
Employer 155,416
Participant, including rollovers 562,379
----------
717,795
----------
Total additions 1,350,598
DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO:
Benefits paid directly to participants 406,791
Loans paid off as part of a distribution 31,871
Other 1,250
----------
Total deductions 439,912
----------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 910,686
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,168,563
----------
End of year $ 2,079,249
==========
See accompanying notes to these financial statements.
FIRST CASH 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
1. DESCRIPTION OF PLAN
The following description of the First Cash 401(k) Profit Sharing Plan
(the "Plan") provides only general information. For a more complete
description of the Plan's provisions, participants should refer to the
Plan agreement.
General
The Plan is a salary deferral plan covering substantially all employees
of First Cash Financial Services, Inc. (the "Company" or the "Employer")
who have completed one year of service with the Company. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
Contributions
Each year, participants may contribute to the Plan an amount up to 15% of
their annual compensation. Each participant's annual contribution shall
not exceed the maximum amount allowed for deferral for U.S. federal
income taxes, which was $10,500 for 2001. The amount of a participant's
annual compensation that may be taken into account for purposes of
determining the Company's matching contribution for any purpose under the
Plan shall not exceed an amount prescribed annually by the IRS. The
Company contributes to the Plan a matching amount equal to 50% of the
first 3% of the participant's annual compensation that is contributed
to the Plan. In addition, a special discretionary contribution as
determined by the Company may be contributed, pro rata, based upon each
participating employee's compensation to the total compensation of all
participating employees. No such contribution was made for 2001.
If a participant makes a contribution during any year in an amount which
exceeds the maximum amount allowed under IRS rules pertaining to highly
compensated employees, the contribution is refunded and the matching
Company contribution on such additional participant contribution may be
forfeited by the participant and applied to reduce the employer's
matching contribution to the Plan for the following year. Management
believes that the Plan is in compliance with the funding requirements of
ERISA.
Participant Accounts
Each participant's account is credited with the participant's
contribution, allocations of the Company's matching contributions and
Profit Sharing contributions, if applicable. Forfeitures of the non-
vested portion of terminated participants' accounts may be applied first
to payment of plan administrative expenses and any remaining forfeitures
will be allocated to the remaining Plan participants. The various
participant allocations are based on a percentage of the participant's
elective deferral or compensation in relation to total compensation of
participants, as defined in the Plan agreement.
Vesting
Participants are immediately vested in their contributions (including
rollovers) plus actual earnings thereon. Vesting in the remainder of
their accounts is generally based on years of continuous service with the
Company. Effective January 1, 2001, the Plan was amended and defined a
year of service for vesting purposes to be a twelve consecutive month
period ending on each anniversary of a participant's date of hire. A
participant is 100% vested after six years of credited service. A
participant is also 100% vested upon reaching retirement age or if
employment is terminated by reason of total and permanent disability or
death.
Investment Options
Upon enrollment into the Plan, a participant may direct his or her
employee contributions in any increment to the Company's common stock or
any of eight mutual fund investment options offered by Frontier Trust
Company, the custodian of the Plan. Participants may change the
allocation of their existing funds and future contributions at any time.
Employer contributions are invested in the same percentages as the
employee contributions for 2001 and 2000.
Payment of Benefits
Participants whose employment terminates for any reason (except death)
are generally entitled to receive the vested portion of their account in
the form of a lump sum or installment distribution payable in cash or
property. Certain participants may be eligible to receive benefits
in the form of annuity payments. Amounts allocated to withdrawing
participants at December 31, 2001 were immaterial.
Participant Loans
A participant may apply to the plan administrator for a loan under the
Plan. All loans made by the trustees shall be subject to the terms and
conditions set forth in the Plan Document and Trust Agreement.
Participants may borrow up to one-half of the participant's vested
account balance or $50,000, whichever is less. The loans will bear a
reasonable rate of interest based upon prevailing commercial rates for
loans of similar types. Repayments of the loan balance, plus interest,
are made bi-weekly through after-tax payroll deductions, not to exceed
five years, unless the loan was obtained to acquire a home, then over a
reasonable period of time as determined by the trustee. A participant
may have up to two loans outstanding at any one time. Participant loans
are collateralized by the respective participant accounts.
Forfeitures
Participants who terminate employment prior to being fully vested in
Company matching contributions forfeit non-vested amounts. At December
31, 2001, forfeited non-vested accounts were approximately $25,700.
Forfeitures of Company matching contributions are used to reduce
future Company contributions to the Plan. In 2001, Company matching
contributions were reduced by approximately $10,900 from forfeited, non-
vested accounts. Forfeitures of discretionary Company contributions are
reallocated among all remaining participants.
Administrative Fees
The Company has paid, at its discretion, the administrative expenses of
the Plan. Administrative expenses incurred in 2001 were approximately
$21,200.
Tax Status
The Internal Revenue Service ("IRS") has determined and informed the
Company by a letter dated February 13, 1997, that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The financial statements and supplemental schedules are prepared on an
accrual basis of accounting, except for the cash basis recording of
benefits paid.
Valuation of Investments
Shares of registered investment companies are valued at quoted market
prices which represent the net asset value of shares held by the Plan at
year-end. Equity securities are valued at fair value using quoted market
prices. Participant loans and investments in money market funds are
stated at cost, which approximates fair value. Reinvested income,
accrued interest and dividends are reflected as additions to the cost
basis of the investments. Investment transactions are recorded on a
trade-date basis.
Payment of Benefits
Benefits are recorded when paid. Benefits due to participants who have
elected to withdraw from the Plan but have not been paid are included in
net assets available for benefits. Amounts allocated to withdrawing
participants at December 31, 2001 were immaterial.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America as applied
to defined contribution employee benefit plans requires the Plan's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
3. INVESTMENTS
Investments, at fair value, consisted of the following as of December 31:
2001 2000
--------- ---------
Mutual Funds:
Merrill Lynch Basic Value Fund (1) $ 158,012 $130,514
Merrill Lynch Fundamental Growth
Fund Class B (1) 156,497 -
Merrill Lynch Global Allocation Fund (1) 124,578 100,391
Merrill Lynch BD Core Bond Class B 88,827 -
Davis New York Venture Fund 71,005 54,968
MFS Massachusetts Investors Trust 60,281 47,701
Merrill Lynch Corporate Growth Bond Fund - 157,758
Merrill Lynch Growth Fund - 58,884
--------- ---------
659,200 550,216
Money Market Funds:
Merrill Lynch Retirement Preservation Fund (1) 207,093 110,332
First Cash Financial Services, Inc.
common stock (1) 934,494 358,453
Participant loans (1) 168,440 88,380
--------- ---------
$1,969,227 $1,107,381
========= =========
(1) Represents 5% or more of the Plan's net assets.
During 2001, the Plan's investments (including gains and losses on
investments, bought and sold, as well as held during the year)
appreciated in value by $593,422 as follows:
Mutual Funds $ (81,876)
First Cash Financial Services, Inc. common stock 675,298
---------
$ 593,422
=========
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan agreement to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, participants
become 100% vested in their accounts.
FIRST CASH 401(k) PROFIT SHARING PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN: 75-2237318 Plan Number: 001
DECEMBER 31, 2001
(a) (b) (c) (d) (e)
DESCRIPTION OF INVESTMENT
IDENTITY OF ISSUER, INCLUDING MATURITY DATE,
BORROWER, LESSOR RATE OF INTEREST, COLLATERAL CURRENT
OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
------------------- ---------------------------- ---- ---------
Mutual Funds:
* Merrill Lynch Basic Value Fund ** $ 158,012
* Merrill Lynch Fundamental Growth Fund ** 156,497
* Merrill Lynch Global Allocation Fund ** 124,578
* Merrill Lynch BD Core Bond ** 88,827
Davis New York Venture Fund ** 71,005
MFS Massachusetts Investors Fund ** 60,281
Money Market Funds
* Merrill Lynch Retirement Preservation Fund ** 207,093
* First Cash Financial Common stock ** 934,494
Services, Inc.
* Loans to participants 5.5% - 9.5% interest and
varying maturities 168,440
---------
Total investments $1,969,227
=========
(a) This column will have an asterisk on each line which is identified as a
party-in-interest to the Plan. Merrill Lynch Trust Company acted as the
Plan's custodian through November 30, 2001.
** Historical cost information omitted as permitted for participant directed
transactions under an individual account plan.
See accompanying independent auditor's report.
FIRST CASH 401(k) PROFIT SHARING PLAN
REQUIRED INFORMATION
ITEM 1 Not Applicable.
ITEM 2 Not Applicable.
ITEM 3 Not Applicable.
ITEM 4 Financial Statements and Exhibits
(a) Financial Statements
Financial statements and supplemental schedule prepared in
accordance with the financial reporting requirements of ERISA filed
hereunder are listed on page 2 hereof in the Table of Contents, in
lieu of the requirements of Items 1 to 3 above.
(b) Exhibits:
23 Consent of Independent Auditors
99 Certification of Plan Administrator
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Administrative Committee that administers the Plan
has duly caused this Annual Report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: October 4, 2002
FIRST CASH 401(K) PROFIT SHARING PLAN
By: /s/ Rick Wessel
---------------------------------
Plan Administrator
EXHIBIT 23
Consent of Hein + Associates LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-73391) pertaining to the First Cash, Inc. 1990 Stock
Option Plan and the First Cash Financial Services, Inc. Stock Option Plan
and the Registration Statement (Form S-3 No. 333-71077) of our report dated
July 17, 2002, with respect to the financial statements and schedule of the
First Cash 401(k) Profit Sharing Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 2001.
/s/ Hein + Associates LLP
Dallas, Texas
October 4, 2002
FIRST CASH 401(k) PROFIT SHARING PLAN
EXHIBIT 99
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of the First Cash 401(k) Profit
Sharing Plan (the "Plan") on Form 11-K as filed with the Securities and
Exchange Commission (the "Report"), I, Rick Wessel, Plan Administrator of
the Plan, certify, pursuant to 18 U.S.C. S 1350, as adopted pursuant to
S 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
A. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
B. The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Plan as of and for the period covered by the
Report.
/s/ Rick Wessel
------------------
Plan Administrator
October 4, 2002