e10vq
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 1-9733
(CASH AMERICA LOGO)
(Exact name of registrant as specified in its charter)
     
Texas
(State or other jurisdiction of
incorporation or organization)
  75-2018239
(I.R.S. Employer
Identification No.)
     
1600 West 7th Street
Fort Worth, Texas
(Address of principal executive offices)
  76102
(Zip Code)
(817) 335-1100
(Registrant’s telephone number, including area code)

NONE
(Former name, former address and former fiscal year, if changed since last report)
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ      Accelerated filer o      Non-accelerated filer o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
29,202,886 common shares, $.10 par value, were outstanding as of October 16, 2007
 
 

 


 

CASH AMERICA INTERNATIONAL, INC.
INDEX TO FORM 10-Q
             
        Page
PART I. FINANCIAL INFORMATION
  Financial Statements (Unaudited)        
 
  Consolidated Balance Sheets — September 30, 2007, 2006 and December 31, 2006     1  
 
  Consolidated Statements of Income — Three and Nine Months Ended September 30, 2007 and 2006     2  
 
  Consolidated Statements of Stockholders’ Equity — September 30, 2007 and 2006     3  
 
  Consolidated Statements of Comprehensive Income — Three and Nine Months Ended September 30, 2007 and 2006     3  
 
  Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2007 and 2006     4  
 
  Notes to Consolidated Financial Statements     5  
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     16  
  Quantitative and Qualitative Disclosures About Market Risk     40  
  Controls and Procedures     40  
 
           
PART II. OTHER INFORMATION
  Legal Proceedings     41  
  Risk Factors     41  
  Unregistered Sales of Equity Securities and Use of Proceeds     41  
  Exhibits     42  
 
           
SIGNATURE   43  
 Certification of Chief Executive Officer
 Certification of Chief Financial Officer
 Certification of Chief Executive Officer Pursuant to Section 906
 Certification of Chief Financial Officer Pursuant to Section 906

 


Table of Contents

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
                         
    September 30,     December 31,  
    2007     2006     2006  
    (Unaudited)          
Assets
                       
Current assets:
                       
Cash and cash equivalents
  $ 26,412     $ 30,241     $ 25,723  
Pawn loans
    136,722       133,734       127,384  
Cash advances, net
    82,785       70,253       79,975  
Merchandise held for disposition, net
    98,751       83,179       87,060  
Finance and service charges receivable
    25,528       23,846       25,377  
Other receivables and prepaid expenses
    15,349       11,539       16,128  
Deferred tax assets
    22,455       14,657       16,324  
 
                 
Total current assets
    408,002       367,449       377,971  
Property and equipment, net
    147,813       110,983       119,261  
Goodwill
    283,554       193,379       238,499  
Intangible assets, net
    24,569       27,078       27,477  
Other assets
    3,017       12,296       13,036  
 
                 
Total assets
  $ 866,955     $ 711,185     $ 776,244  
 
                 
 
                       
Liabilities and Stockholders’ Equity
                       
Current liabilities:
                       
Accounts payable and accrued expenses
  $ 104,784     $ 52,045     $ 91,217  
Customer deposits
    8,211       7,470       7,464  
Income taxes currently payable
    16       2,456       2,691  
Current portion of long-term debt
    12,786       16,786       16,786  
 
                 
Total current liabilities
    125,797       78,757       118,158  
Deferred tax liabilities
    15,854       11,688       12,770  
Other liabilities
    1,621       1,578       1,625  
Long-term debt
    251,427       200,617       202,963  
 
                 
Total liabilities
    394,699       292,640       335,516  
 
                 
Stockholders’ equity:
                       
Common stock, $.10 par value per share, 80,000,000 shares authorized, 30,235,164 shares issued
    3,024       3,024       3,024  
Additional paid-in capital
    162,837       160,234       161,683  
Retained earnings
    337,909       267,004       287,962  
Accumulated other comprehensive income (loss)
    (4 )     21       20  
Notes receivable secured by common stock
          (382 )     (18 )
Treasury shares, at cost (1,088,493 shares, 682,800 shares and 565,840 shares at September 30, 2007 and 2006, and December 31, 2006, respectively)
    (31,510 )     (11,356 )     (11,943 )
 
                 
Total stockholders’ equity
    472,256       418,545       440,728  
 
                 
Total liabilities and stockholders’ equity
  $ 866,955     $ 711,185     $ 776,244  
 
                 
See notes to consolidated financial statements.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2007     2006     2007     2006  
    (Unaudited)  
Revenue
                               
Finance and service charges
  $ 41,386     $ 39,404     $ 117,011     $ 109,047  
Proceeds from disposition of merchandise
    91,366       74,426       277,342       234,172  
Cash advance fees
    95,417       48,401       260,880       123,235  
Check cashing fees, royalties and other
    3,343       3,686       13,032       12,346  
 
                       
Total Revenue
    231,512       165,917       668,265       478,800  
Cost of Revenue
                               
Disposed merchandise
    57,693       46,281       172,402       141,909  
 
                       
Net Revenue
    173,819       119,636       495,863       336,891  
Expenses
                               
Operations
    74,695       58,263       221,672       177,178  
Cash advance loss provision
    43,612       17,503       118,688       32,738  
Administration
    16,450       13,580       43,976       40,447  
Depreciation and amortization
    8,265       6,946       23,698       19,802  
 
                       
Total Expenses
    143,022       96,292       408,034       270,165  
 
                       
Income from Operations
    30,797       23,344       87,829       66,726  
Interest expense
    (4,378 )     (3,162 )     (12,119 )     (8,010 )
Interest income
    145       435       999       1,202  
Foreign currency transaction gain
    5       67       63       245  
Gain from termination of contract
                      2,167  
Gain on sale of foreign notes
    6,260             6,260        
 
                       
Income before Income Taxes
    32,829       20,684       83,032       62,330  
Provision for income taxes
    12,213       7,743       29,973       23,088  
 
                       
Net Income
  $ 20,616     $ 12,941     $ 53,059     $ 39,242  
 
                       
 
                               
Earnings Per Share:
                               
Basic
  $ 0.70     $ 0.44     $ 1.78     $ 1.32  
Diluted
  $ 0.68     $ 0.42     $ 1.74     $ 1.29  
Weighted average common shares outstanding:
                               
Basic
    29,535       29,707       29,745       29,652  
Diluted
    30,235       30,548       30,464       30,515  
Dividends declared per common share
  $ 0.035     $ 0.025     $ 0.105     $ 0.075  
See notes to consolidated financial statements.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
                                 
    September 30,  
    2007     2006  
    Shares     Amounts     Shares     Amounts  
            (Unaudited)          
Common stock
                               
Balance at end of period
    30,235,164     $ 3,024       30,235,164     $ 3,024  
 
                       
Additional paid-in capital
                               
Balance at beginning of year
            161,683               156,557  
Exercise of stock options
            (1,201 )             (813 )
Issuance of shares under restricted stock units plan
            (751 )             (353 )
Stock-based compensation
            2,277               2,057  
Income tax benefit from stock based compensation
            829               2,786  
 
                           
Balance at end of period
            162,837               160,234  
 
                           
Retained earnings
                               
Balance at beginning of year
            287,962               229,975  
Net income
            53,059               39,242  
Dividends declared
            (3,112 )             (2,213 )
 
                           
Balance at end of period
            337,909               267,004  
 
                           
Accumulated other comprehensive income (loss)
                               
Balance at beginning of year
            20               (5 )
Unrealized derivatives (loss) gain
            (20 )             26  
Foreign currency translation loss, net of taxes
            (4 )              
 
                           
Balance at end of period
            (4 )             21  
 
                           
Notes receivable secured by common stock
                               
Balance at beginning of year
            (18 )             (2,488 )
Payments on notes receivable
            18               2,106  
 
                           
Balance at end of period
                          (382 )
 
                           
Treasury shares, at cost
                               
Balance at beginning of year
    (565,840 )     (11,943 )     (999,347 )     (12,347 )
Purchases of treasury shares
    (624,305 )     (22,246 )     (150,321 )     (4,891 )
Exercise of stock options
    67,154       1,928       438,126       5,529  
Issuance of shares under restricted stock units plan
    34,498       751       28,742       353  
 
                       
Balance at end of period
    (1,088,493 )     (31,510 )     (682,800 )     (11,356 )
 
                       
Total Stockholders’ Equity
          $ 472,256             $ 418,545  
 
                           
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2007     2006     2007     2006  
            (Unaudited)          
Net income
  $ 20,616     $ 12,941     $ 53,059     $ 39,242  
 
                       
Other comprehensive income (loss):
                               
Interest rate cap valuation adjustments
    (1 )     (68 )     (20 )     41  
Foreign currency translation (loss) gain, net of taxes
    (11 )     24       (4 )     (15 )
 
                       
Other comprehensive (loss) income, net
    (12 )     (44 )     (24 )     26  
 
                       
Total Comprehensive Income
  $ 20,604     $ 12,897     $ 53,035     $ 39,268  
 
                       
See notes to consolidated financial statements.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
                 
    Nine Months Ended  
    September 30,  
    2007     2006  
    (Unaudited)  
 
               
Cash Flows from Operating Activities
               
Net income
  $ 53,059     $ 39,242  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    23,698       19,802  
Cash advance loss provision
    118,688       32,738  
Stock-based compensation
    2,277       2,057  
Gain from termination of contract
          (2,167 )
Foreign currency transaction gain
    (62 )     (245 )
Gain on sale of foreign notes
    (6,260 )      
Changes in operating assets and liabilities —
               
Merchandise held for disposition
    1,461       2,476  
Finance and service charges receivable
    (845 )     (1,790 )
Prepaid expenses and other assets
    (252 )     315  
Accounts payable and accrued expenses
    4,159       14,270  
Customer deposits, net
    747       1,100  
Current income taxes
    (1,846 )     3,793  
Excess income tax benefit from stock-based compensation
    (829 )     (2,786 )
Deferred income taxes, net
    (3,036 )     (3,054 )
 
           
Net cash provided by operating activities
    190,959       105,751  
 
           
 
               
Cash Flows from Investing Activities
               
Pawn loans made
    (321,061 )     (297,972 )
Pawn loans repaid
    165,141       158,983  
Principal recovered through dispositions of forfeited loans
    134,840       110,532  
Cash advances made, assigned or purchased
    (866,873 )     (499,312 )
Cash advances repaid
    746,891       456,997  
Acquisitions, net of cash acquired
    (38,564 )     (48,931 )
Purchases of property and equipment
    (48,883 )     (32,004 )
Proceeds from property insurance
    1,316       1,247  
Proceeds from termination of contract/sale of assets
          2,198  
Proceeds from sale of foreign notes
    16,529        
 
           
Net cash used by investing activities
    (210,664 )     (148,262 )
 
           
 
               
Cash Flows from Financing Activities
               
Net borrowings under bank lines of credit
    61,250       68,194  
Payments on notes payable
    (16,786 )     (16,786 )
Loan costs paid
    (282 )     (12 )
Proceeds from exercise of stock options
    727       4,716  
Excess income tax benefit from stock-based compensation
    829       2,786  
Repayments of notes receivable secured by common stock
    18       2,106  
Treasury shares purchased
    (22,246 )     (4,891 )
Dividends paid
    (3,112 )     (2,213 )
 
           
Net cash provided by financing activities
    20,398       53,900  
 
           
Effect of exchange rates on cash
    (4 )      
 
           
Net increase in cash and cash equivalents
    689       11,389  
Cash and cash equivalents at beginning of year
    25,723       18,852  
 
           
Cash and cash equivalents at end of period
  $ 26,412     $ 30,241  
 
           
 
               
Supplemental Disclosures
               
Non-cash investing and financing activities —
               
Pawn loans forfeited and transferred to merchandise held for disposition
  $ 147,529     $ 122,443  
Pawn loans renewed
  $ 56,996     $ 59,198  
Cash advances renewed
  $ 221,719     $ 20,834  
See notes to consolidated financial statements.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
1. Significant Accounting Policies
Basis of Presentation
     The consolidated financial statements include the accounts of Cash America International, Inc. and its majority-owned subsidiaries (the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.
     The financial statements as of September 30, 2007 and 2006 and for the three and nine month periods then ended are unaudited but, in management’s opinion, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such interim periods. Operating results for the three and nine month periods are not necessarily indicative of the results that may be expected for the full fiscal year.
     Certain amounts in the consolidated financial statements for the three and nine months ended September 30, 2006 have been reclassified to conform to the presentation format adopted in 2007. These reclassifications have no effect on the net income previously reported.
     These financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2006 Annual Report to Shareholders.
Revenue Recognition
Pawn Lending Pawn loans are made on the pledge of tangible personal property. The Company accrues finance and service charges revenue only on those pawn loans that it deems collectible based on historical loan redemption statistics. Pawn loans written during each calendar month are aggregated and tracked for performance. The gathering of this empirical data allows the Company to analyze the characteristics of its outstanding pawn loan portfolio and estimate the probability of collection of finance and service charges. For loans not repaid, the carrying value of the forfeited collateral (“merchandise held for disposition”) is stated at the lower of cost (cash amount loaned) or market. Revenue is recognized at the time that merchandise is sold. Interim customer payments for layaway sales are recorded as customer deposits and subsequently recognized as revenue during the period in which the final payment is received.
Cash Advances Cash advances provide customers with cash in exchange for a promissory note or other repayment agreement supported, in most cases, by that customer’s personal check or authorization to debit that customer’s account via an Automated Clearing House (“ACH”) transaction for the aggregate amount of the payment due. The customer may repay the cash advance either in cash, or, as applicable, by allowing the check to be presented for collection, or by allowing the customer’s checking account to be debited through an ACH for the amount due. The Company accrues fees and interest on cash advances on a constant yield basis ratably over the period of the cash advance, pursuant to its terms. (Although cash advance transactions may take the form of loans or deferred check deposit transactions, the transactions are referred to throughout this discussion as “cash advances” for convenience.)
     The Company provides a cash advance product in some markets under a credit services organization program, in which the Company assists in arranging loans for customers from independent third-party lenders. The Company also guarantees the customer’s payment obligations in the event of default if the customer is approved for and accepts the loan. The borrower pays fees to the Company under the credit services organization program (“CSO fees”) for performing services on the borrower’s behalf, including credit services, and for agreeing to guaranty the borrower’s payment obligations to the lender. As a result of providing the guaranty, the CSO fees are deferred and amortized over the term of the loan and recorded as cash advance fees in the accompanying consolidated statements of income. The contingent loss on the guaranteed loans is accrued

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
and recorded as a liability. See Note 4.
Check Cashing Fees, Royalties and Other The Company records check cashing fees derived from both check cashing locations it owns and many of its lending locations in the period in which the check cashing service is provided. It records royalties derived from franchise locations on an accrual basis. Revenues derived from other financial services such as money order commissions, prepaid debit card fees, etc. are recognized when earned.
Allowance for Losses on Cash Advances
     In order to manage the portfolio of cash advances effectively, the Company utilizes a variety of underwriting criteria, monitors the performance of the portfolio, and maintains either an allowance or accrual for losses.
     The Company maintains either an allowance or accrual for losses on cash advances (including fees and interest) at a level that it estimates to be adequate to absorb credit losses inherent in the outstanding combined Company and third-party lender portfolio (the portion owned by independent third-party lenders). The allowance for losses on Company-owned cash advances offsets the outstanding cash advance amounts in the consolidated balance sheets. Active third-party lender-originated cash advances are not included in the consolidated balance sheets. An accrual for contingent losses on third-party lender-owned cash advances that are guaranteed by the Company is maintained and included in “Accounts payable and accrued expenses” in the consolidated balance sheets.
     The Company aggregates and tracks cash advances written during each calendar month to develop a performance history. The Company stratifies the outstanding combined portfolio by age, delinquency, and stage of collection when assessing the adequacy of the allowance or accrual for losses. It uses historical collection performance adjusted for recent portfolio performance trends to develop the expected loss rates used to establish either the allowance or accrual. Increases in either the allowance or accrual are created by recording a cash advance loss provision in the consolidated statements of income. The Company charges off all cash advances that have been in default for 60 days, or sooner if deemed uncollectible. Recoveries on losses previously charged to the allowance are credited to the allowance when collected.
     The Company’s online distribution channel periodically sells selected cash advances that have been previously written off. Proceeds from these sales are recorded as recoveries on losses previously charged to the allowance for losses.
Income Taxes
     Beginning January 1, 2007, the Company has accounted for uncertainty in income taxes recognized in the financial statements in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 requires that a more-likely-than-not threshold be met before the benefit of a tax position may be recognized in the financial statements and prescribes how such benefit should be measured. It also provides guidance on derecognition, classification, accrual of interest and penalties, accounting in interim periods, disclosure and transition. It requires that the new standard be applied to the balances of assets and liabilities as of the beginning of the period of adoption and that a corresponding adjustment be made to the opening balance of retained earnings. See Note 2.

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
Recent Accounting Pronouncements
     In September 2006, FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and emphasizes that fair value is a market-based measurement, not an entity-specific measurement. It establishes a fair value hierarchy and expands disclosures about fair value measurements in both interim and annual periods. SFAS 157 will be effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company does not expect SFAS 157 to have a material effect on the Company’s consolidated financial position or results of operations.
     In February 2007, FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (the “fair value option”) and requires an entity to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. SFAS 159 will be effective for fiscal years beginning after November 15, 2007. The Company does not expect SFAS 159 to have a material effect on the Company’s consolidated financial position or results of operations.
2. Income Taxes
     The Company adopted the provisions of FIN 48 on January 1, 2007. As of that date, the Company had no unrecognized tax benefits and thus had accrued no interest or penalties on such benefits, nor did the Company anticipate a significant increase in unrecognized tax benefits during the subsequent 12 months. As of January 1, 2007, the Company’s 2003 through 2006 tax years were open to examination by the Internal Revenue Service and major state taxing jurisdictions. There were no material changes in these items during the three and nine months ended September 30, 2007.
     While the Company typically does not incur significant interest or penalties on income tax liabilities, it is the Company’s policy to classify such amounts as interest expense and administrative expense, respectively. The Company did not change its policy on classification of interest and penalties upon adoption of FIN 48.
3. Acquisitions
     Pursuant to its business strategy of expanding its reach into new markets with new customers and new financial services, on September 15, 2006, the Company, through its wholly-owned subsidiary Cash America Net Holdings, LLC, purchased substantially all of the assets of The Check Giant LLC (“TCG”). TCG offered short-term cash advances exclusively over the internet under the name “CashNetUSA.” The Company paid an initial purchase price of approximately $35.9 million in cash and transaction costs of approximately $2.9 million, and has continued to use the CashNetUSA trade name in connection with its online operations.
     The Company also agreed to pay up to five supplemental earn-out payments during the two-year period after the closing. The amount of each supplemental payment will be based on a multiple of earnings attributable to CashNetUSA’s business for the twelve months preceding the date of determining each scheduled supplemental payment. Each supplemental payment will be reduced by amounts previously paid. The supplemental payments are to be paid in cash within 45 days of the payment measurement date. The Company may, at its option, pay up to 25% of each supplemental payment in shares of its common stock based on an average share price as of the measurement date thereby reducing the amount of the cash

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
payment. Substantially all of these supplemental payments will be accounted for as goodwill.
     The first supplemental payment of approximately $33.8 million, which was paid in February 2007 in cash, was based on the trailing twelve months earnings of CashNetUSA through December 31, 2006 and reflects adjustments for amounts previously paid. There was no supplemental payment due or owed with respect to the trailing twelve months earnings of CashNetUSA as of March 31, 2007. Another supplemental payment is scheduled in November 2007 and will be based on the trailing twelve months earnings of CashNetUSA as of September 30, 2007. As of September 30, 2007, the Company has accrued for the payment of approximately $43.3 million as an addition to goodwill and accounts payable based on the defined multiple of trailing twelve months earnings through September 30, 2007. Pursuant to the terms of the purchase agreement with CashNetUSA, payments determined at the March 31 and September 30, 2007 measurement dates were calculated at 5.5 times trailing twelve month earnings. Subsequent measurement dates of March 31 and September 30, 2008 will be calculated at 5 times trailing twelve month earnings.
     During the nine months ended September 30, 2007, the Company also acquired five pawnshops and made payment on a pawnshop over which it acquired management control in December 2006. The aggregate cash payments for these acquisitions were $3.7 million.
4. Cash Advances, Allowance for Losses and Accruals for Losses on Third-Party Lender-Owned Cash Advances
     The Company offers cash advance products through its cash advance locations, most of its pawnshops and over the internet. The cash advance products are generally offered as single payment cash advance loans. These cash advance loans typically have terms of 7 to 45 days and are generally payable on the customer’s next payday. The Company originates cash advances in some of its locations and online and arranges for customers to obtain cash advances from independent third-party lenders in other locations and online. In a cash advance transaction, a customer executes a promissory note or other repayment agreement typically supported by that customer’s personal check or authorization to debit the customer’s checking account via an ACH transaction. Customers may repay the amount due with cash, by allowing their check to be presented for collection, or by allowing their checking account to be debited via an ACH transaction.
     The Company provides services in connection with single payment cash advances originated by independent third-party lenders, whereby the Company acts as a credit services organization on behalf of consumers in accordance with applicable state laws (the “CSO program”). The CSO program includes arranging loans with independent third-party lenders, assisting in the preparation of loan applications and loan documents, and accepting loan payments. To assist the customer in obtaining a loan through the CSO program, the Company also, as part of the credit services it provides to the customer, guarantees, on behalf of the customer, the customer’s payment obligations to the third-party lender under the loan. A customer who obtains a loan through the CSO program pays the Company a fee for the credit services, including the guaranty, and enters into a contract with the Company governing the credit services arrangement. Losses on cash advances acquired by the Company as a result of its guaranty obligations are the responsibility of the Company. As of September 30, 2007, the CSO program was offered in Texas and Florida. The Company discontinued the CSO program in Michigan in February 2007, and now offers only cash advances underwritten by the Company to customers in that state.
     If the Company collects a customer’s delinquent payment in an amount that is less than the amount the Company paid to the third-party lender pursuant to the guaranty, the Company must absorb the shortfall. If the amount collected exceeds the amount paid under the guaranty, the Company is entitled to the excess and recognizes the excess amount in income. Since the Company may not be successful in collecting delinquent amounts, the Company’s cash advance loss provision includes amounts estimated to be adequate to absorb credit losses from cash advances in the aggregate cash advance portfolio, including those expected

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to be acquired by the Company as a result of its guaranty obligations. The estimated amounts of losses on portfolios owned by the third-party lenders are included in “Accounts payable and accrued expenses” in the consolidated balance sheets.
Cash advances outstanding at September 30, 2007 and 2006, were as follows (in thousands):
                 
    September 30,  
    2007     2006  
 
               
Funded by the Company
               
Active cash advances and fees receivable
  $ 69,005     $ 54,741  
Cash advances and fees in collection
    28,817       20,146  
 
           
Total Funded by the Company
    97,822       74,887  
Purchased by the Company from third-party lenders
    15,888       6,455  
 
           
Company-owned cash advances and fees receivable, gross
    113,710       81,342  
Less: Allowance for losses
    30,925       11,089  
 
           
Cash advances and fees receivable, net
  $ 82,785     $ 70,253  
 
           
     Changes in the allowance for losses for the Company-owned portfolio and the accrued loss for the third-party lender-owned portfolio during the three and nine months ended September 30, 2007 and 2006 were as follows (in thousands):
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30  
    2007     2006     2007     2006  
Allowance for company-owned cash advances
                               
Balance at beginning of period
  $ 32,173     $ 7,541     $ 19,513     $ 6,309  
Cash advance loss provision
    43,604       17,641       118,011       32,859  
Charge-offs
    (48,283 )     (16,266 )     (117,133 )     (35,924 )
Recoveries
    3,431       2,173       10,534       7,845  
 
                       
Balance at end of period
  $ 30,925     $ 11,089     $ 30,925     $ 11,089  
 
                       
 
                               
Accrual for third-party lender-owned cash advances
                               
 
                               
Balance at beginning of period
  $ 1,824     $ 891     $ 1,155     $ 874  
Increase (decrease) in loss provision
    8       (138 )     677       (121 )
 
                       
 
                               
Balance at end of period
  $ 1,832     $ 753     $ 1,832     $ 753  
 
                       
     Cash advances assigned to the Company for collection were $81.3 million and $26.5 million, for the nine months ended September 30, 2007 and 2006, respectively.
     The Company sells selected cash advances originated from its online distribution channel which had been previously written off. These sales generated proceeds of $1.4 million and $2.6 million for the three and nine months ended September 30, 2007, respectively, which were recorded as recoveries on losses previously charged to the allowance for losses.

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5. Earnings Per Share Computation
     The following table sets forth the reconciliation of numerators and denominators for the basic and diluted earnings per share computation for the three and nine months ended September 30, 2007 and 2006 (in thousands, except per share amounts):
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2007     2006     2007     2006  
 
                               
Numerator:
                               
Net income available to common stockholders
  $ 20,616     $ 12,941     $ 53,059     $ 39,242  
 
                       
 
                               
Denominator:
                               
Weighted average common shares outstanding
    29,316       29,548       29,530       29,496  
Weighted average vested RSUs
    164       102       159       96  
Weighted average shares in non-qualified savings plan
    55       57       56       60  
 
                       
Total weighted average basic shares
    29,535       29,707       29,745       29,652  
 
                               
Effect of shares applicable to stock option plans
    346       465       363       493  
Effect of RSU compensation plans
    354       370       356       369  
Weighted average shares for earn-out contingency
          6             1  
 
                       
Total weighted average diluted shares
    30,235       30,548       30,464       30,515  
 
                       
 
                               
Earnings per share:
                               
Net income — Basic
  $ 0.70     $ 0.44     $ 1.78     $ 1.32  
 
                       
Net income — Diluted
  $ 0.68     $ 0.42     $ 1.74     $ 1.29  
 
                       
     The shares held in the Company’s non-qualified savings plan have been reclassified into the basic earnings per share computation as the distribution of substantially all of those shares is not contingent upon future services. All prior periods presented have been restated to reflect this reclassification. There is no impact to the previously reported basic earnings per share.
6. Long-Term Debt
     The Company’s long-term debt instruments and balances outstanding at September 30, 2007 and 2006, were as follows (in thousands):
                 
    September 30,  
    2007     2006  
Line of credit up to $250,000 due 2012
  $ 142,927     $ 139,331  
6.21% senior unsecured notes due 2021
    25,000        
6.09% senior unsecured notes due 2016
    35,000        
6.12% senior unsecured notes due 2015
    40,000       40,000  
7.20% senior unsecured notes due 2009
    17,000       25,500  
7.10% senior unsecured notes due 2008
    4,286       8,572  
8.14% senior unsecured notes due 2007
          4,000  
 
           
Total debt
    264,213       217,403  
Less current portion
    12,786       16,786  
 
           
Total long-term debt
  $ 251,427     $ 200,617  
 
           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
     In March 2007, the Company amended the line of credit to extend the final maturity two years to February 2012 and modified certain terms of the credit agreement. Interest on the line of credit is charged, at the Company’s option, at either LIBOR plus a margin or at the agent’s base rate. The margin on the line of credit varies from 0.875% to 1.875% (1.125% at September 30, 2007), depending on the Company’s cash flow leverage ratios as defined in the agreement. The Company also pays a fee on the unused portion ranging from 0.25% to 0.30% (0.25% at September 30, 2007) based on the Company’s cash flow leverage ratios. The weighted average interest rate (including margin) on the line of credit at September 30, 2007 was 6.5%.
7. Operating Segment Information
     The Company has three reportable operating segments: pawn lending, cash advance and check cashing. The cash advance and check cashing segments are managed separately due to the different operational strategies required and, therefore, are reported as separate segments. Check cashing fees, royalties and other income at pawn lending locations, which were previously included in either proceeds from disposition of merchandise or netted into administration expenses, are reclassified out of those line items. All prior periods in the tables below have been revised to reflect this change. These revisions have not changed the consolidated performance of the Company for any period.
     Information concerning the operating segments is set forth below (in thousands):
                                 
    Pawn     Cash     Check        
    Lending     Advance (1)     Cashing     Consolidated  
 
                               
Three Months Ended September 30, 2007:
                               
Revenue
                               
Finance and service charges
  $ 41,386     $     $     $ 41,386  
Proceeds from disposition of merchandise
    91,366                   91,366  
Cash advance fees
    11,301       84,116             95,417  
Check cashing fees, royalties and other
    698       1,826       819       3,343  
 
                       
Total revenue
    144,751       85,942       819       231,512  
Cost of revenue — disposed merchandise
    57,693                   57,693  
 
                       
Net revenue
    87,058       85,942       819       173,819  
 
                       
Expenses
                               
Operations
    46,955       27,461       279       74,695  
Cash advance loss provision
    4,973       38,639             43,612  
Administration
    9,587       6,632       231       16,450  
Depreciation and amortization
    5,272       2,901       92       8,265  
 
                       
Total expenses
    66,787       75,633       602       143,022  
 
                       
Income from operations
  $ 20,271     $ 10,309     $ 217     $ 30,797  
 
                       
 
                               
As of September 30, 2007:
                               
Total assets
  $ 582,072     $ 277,986     $ 6,897     $ 866,955  
 
                       
Goodwill
  $ 143,665     $ 134,579     $ 5,310     $ 283,554  
 
                       

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    Pawn     Cash     Check        
    Lending     Advance (1)     Cashing     Consolidated  
Three Months Ended September 30, 2006:
                               
Revenue
                               
Finance and service charges
  $ 39,404     $     $     $ 39,404  
Proceeds from disposition of merchandise
    74,426                   74,426  
Cash advance fees
    11,963       36,438             48,401  
Check cashing fees, royalties and other
    743       1,887       1,056       3,686  
 
                       
Total revenue
    126,536       38,325       1,056       165,917  
Cost of revenue — disposed merchandise
    46,281                   46,281  
 
                       
Net revenue
    80,255       38,325       1,056       119,636  
 
                       
Expenses
                               
Operations
    43,148       14,788       327       58,263  
Cash advance loss provision
    5,934       11,569             17,503  
Administration
    8,164       5,118       298       13,580  
Depreciation and amortization
    4,748       2,107       91       6,946  
 
                       
Total expenses
    61,994       33,582       716       96,292  
 
                       
Income from operations
  $ 18,261     $ 4,743     $ 340     $ 23,344  
 
                       
As of September 30, 2006:
                               
Total assets
  $ 529,258     $ 174,621     $ 7,306     $ 711,185  
 
                       
Goodwill
  $ 132,142     $ 55,927     $ 5,310     $ 193,379  
 
                       
 
                               
Nine Months Ended September 30, 2007:
                               
Revenue
                               
Finance and service charges
  $ 117,011     $     $     $ 117,011  
Proceeds from disposition of merchandise
    277,342                   277,342  
Cash advance fees
    31,411       229,469             260,880  
Check cashing fees, royalties and other
    2,438       7,777       2,817       13,032  
 
                       
Total revenue
    428,202       237,246       2,817       668,265  
Cost of revenue — disposed merchandise
    172,402                   172,402  
 
                       
Net revenue
    255,800       237,246       2,817       495,863  
 
                       
Expenses
                               
Operations
    140,654       80,074       944       221,672  
Cash advance loss provision
    11,542       107,146             118,688  
Administration
    25,894       17,326       756       43,976  
Depreciation and amortization
    15,406       7,998       294       23,698  
 
                       
Total expenses
    193,496       212,544       1,994       408,034  
 
                       
Income from operations
  $ 62,304     $ 24,702     $ 823     $ 87,829  
 
                       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
                                 
    Pawn     Cash     Check        
    Lending     Advance(1)     Cashing     Consolidated  
Nine Months Ended September 30, 2006:
                               
Revenue
                               
Finance and service charges
  $ 109,047     $     $     $ 109,047  
Proceeds from disposition of merchandise
    234,172                   234,172  
Cash advance fees
    31,893       91,342             123,235  
Check cashing fees, royalties and other
    2,046       7,220       3,080       12,346  
 
                       
Total revenue
    377,158       98,562       3,080       478,800  
Cost of revenue — disposed merchandise
    141,909                   141,909  
 
                       
Net revenue
    235,249       98,562       3,080       336,891  
 
                       
Expenses
                               
Operations
    132,164       44,033       981       177,178  
Cash advance loss provision
    11,541       21,197             32,738  
Administration
    24,396       14,872       1,179       40,447  
Depreciation and amortization
    13,568       5,973       261       19,802  
 
                       
Total expenses
    181,669       86,075       2,421       270,165  
 
                       
Income from operations
  $ 53,580     $ 12,487     $ 659     $ 66,726  
 
                       
 
(1)   The Cash Advance segment is comprised of two distribution channels for the same product, a multi-unit, “storefront” platform of 301 units and an online, internet based lending platform. The amounts for the three and nine months ended September 30, 2006 include 15 days of activity, as the internet based lending platform was purchased on September 15, 2006. The following table summarizes the results from each channel’s contributions to the Cash Advance segment as of September 30, 2007:
                         
            Internet     Total Cash  
    Storefront     Lending     Advance  
Three Months Ended September 30, 2007:
                       
Revenue
                       
Cash advance fees
  $ 34,249     $ 49,867     $ 84,116  
Check cashing fees, royalties and other
    1,826             1,826  
 
                 
Total revenue
    36,075       49,867       85,942  
 
                       
Expenses
                       
Operations
    17,194       10,267       27,461  
Cash advance loss provision
    11,585       27,054       38,639  
Administration
    2,780       3,852       6,632  
Depreciation and amortization
    2,072       829       2,901  
 
                 
Total expenses
    33,631       42,002       75,633  
 
                 
Income from operations
  $ 2,444     $ 7,865     $ 10,309  
 
                 
As of September 30, 2007:
                       
Total assets
  $ 122,673     $ 155,313     $ 277,986  
 
                 
Goodwill
  $ 44,618     $ 89,961     $ 134,579  
 
                 

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            Internet     Total Cash  
    Storefront     Lending     Advance  
Three Months Ended September 30, 2006:
                       
Revenue
                       
Cash advance fees
  $ 32,815     $ 3,623     $ 36,438  
Check cashing fees, royalties and other
    1,887             1,887  
 
                 
Total revenue
    34,702       3,623       38,325  
 
                 
 
                       
Expenses
                       
Operations
    14,193       595       14,788  
Cash advance loss provision
    10,332       1,237       11,569  
Administration
    4,928       190       5,118  
Depreciation and amortization
    1,947       160       2,107  
 
                 
Total expenses
    31,400       2,182       33,582  
 
                 
Income from operations
  $ 3,302     $ 1,441     $ 4,743  
 
                 
As of September 30, 2006:
                       
Total assets
  $ 122,232     $ 52,389     $ 174,621  
 
                 
Goodwill
  $ 44,618     $ 11,309     $ 55,927  
 
                 
                         
            Internet     Total Cash  
    Storefront     Lending     Advance  
Nine Months Ended September 30, 2007:
                       
Revenue
                       
Cash advance fees
  $ 95,240     $ 134,229     $ 229,469  
Check cashing fees, royalties and other
    7,772       5       7,777  
 
                 
Total revenue
    103,012       134,234       237,246  
 
                 
 
                       
Expenses
                       
Operations
    50,539       29,535       80,074  
Cash advance loss provision
    28,716       78,430       107,146  
Administration
    7,935       9,391       17,326  
Depreciation and amortization
    5,924       2,074       7,998  
 
                 
Total expenses
    93,114       119,430       212,544  
 
                 
Income from operations
  $ 9,898     $ 14,804     $ 24,702  
 
                 
                         
            Internet     Total Cash  
    Storefront     Lending     Advance  
Nine Months Ended September 30, 2006:
                       
Revenue
                       
Cash advance fees
  $ 87,719     $ 3,623     $ 91,342  
Check cashing fees, royalties and other
    7,220             7,220  
 
                 
Total revenue
    94,939       3,623       98,562  
 
                 
 
                       
Expenses
                       
Operations
    43,438       595       44,033  
Cash advance loss provision
    19,960       1,237       21,197  
Administration
    14,682       190       14,872  
Depreciation and amortization
    5,813       160       5,973  
 
                 
Total expenses
    83,893       2,182       86,075  
 
                 
Income from operations
  $ 11,046     $ 1,441     $ 12,487  
 
                 

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CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
8. Litigation
     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, Inc. (together with Georgia Cash America, Inc., “Cash America”), Daniel R. Feehan, and several unnamed officers, directors, owners and “stakeholders” of Cash America. The lawsuit alleges many different causes of action, among the most significant of which is that Cash America made illegal payday loans in Georgia in violation of Georgia’s usury law, the Georgia Industrial Loan Act and Georgia’s Racketeer Influenced and Corrupt Organizations Act. Community State Bank (“CSB”) for some time made loans to Georgia residents through Cash America’s Georgia operating locations. The complaint in this lawsuit claims that Cash America was the true lender with respect to the loans made to Georgia borrowers and that CSB’s involvement in the process is “a mere subterfuge.” Based on this claim, the suit alleges that Cash America is the “de facto” lender and is illegally operating in Georgia. The complaint seeks unspecified compensatory damages, attorney’s fees, punitive damages and the trebling of any compensatory damages. A previous decision by the trial judge to strike Cash America’s affirmative defenses based on arbitration was upheld by the Georgia Court of Appeals, and on September 24, 2007, the Georgia Supreme Court declined to review the decision. The case has been returned to the State Court of Cobb County, Georgia. Cash America currently is considering whether any options remain to enforce the arbitration agreement between it and the Plaintiff. If Cash America’s further attempts to enforce the arbitration agreement are unsuccessful, discovery relating to the propriety of continuing this suit as a class action would proceed. Cash America believes that the plaintiffs’ claims in this suit are without merit and is vigorously defending this lawsuit.
     Cash America and CSB also commenced a federal lawsuit in the U.S. District Court for the Northern District of Georgia seeking to compel Plaintiffs to arbitrate their claims against Cash America and CSB. The U.S. District Court dismissed the federal action for lack of subject matter jurisdiction, and Cash America and CSB appealed the dismissal of their complaint to the U.S Court of Appeals for the 11th Circuit. The 11th Circuit issued a decision on April 27, 2007 reversing the district court’s dismissal of the action and remanding the action to the district court for a determination of the issue of the enforceability of the parties’ arbitration agreements. Plaintiff requested the 11th Circuit to review this decision en banc and this request has been granted. The en banc rehearing currently is expected to occur in February 2008. The Strong litigation is still at an early stage, and neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, with respect to this litigation can be determined at this time.
     On October 23, 2007, a federal class action Complaint, styled Ryan Bonner, individually and on behalf of all others similarly situated, v. Cash America International, Inc., Cash America Net of Nevada, LLC, Cash America Net of Pennsylvania, LLC and Cash America of PA, LLC, d/b/a CashNetUSA.com, was filed in the United States District Court for the Eastern District of Pennsylvania, alleging, among other things, that the Company and three of its subsidiaries located outside Pennsylvania made certain loans to Pennsylvania consumers in violation of Pennsylvania law, including its usury, fair credit extension, and unfair trade practices and consumer protection laws. The Complaint also alleges that the arbitration clause in the relevant loans is unenforceable and seeks a declaratory judgment that the loan agreements issued to Pennsylvania residents are void and unenforceable under Pennsylvania law or, in the alternative, that the arbitration clause in those loan agreements is void and unenforceable. Plaintiff also seeks an injunction barring the Company and the three named subsidiaries from offering, arranging, making or collecting allegedly illegal loans in Pennsylvania, as well as an award of monetary damages (including treble damages), penalties, costs and attorneys’ fees. As of the date of this report, neither the Company nor any of the named subsidiaries have been served with the Complaint. The Company disagrees with the allegations in the Complaint and plans to vigorously defend this lawsuit. Neither the likelihood of an unfavorable outcome nor the ultimate liability, if any, with respect to this claim can be determined at this time.
     The Company is a defendant in certain lawsuits encountered in the ordinary course of its business. Certain of these matters are covered to an extent by insurance. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.
9. Gain on Sale of Foreign Notes
     In August 2007, the Company received gross proceeds in the amount of $16.8 million on the sale of notes receivable that it had received in 2004 as part of the proceeds from its sale of Svensk Pantbelåning, its former Swedish pawn lending subsidiary. In September 2004, the Company sold Svensk Pantbelåning to Rutland Partners LLP for cash and two subordinated notes receivable. One of the notes receivable was convertible into approximately 27.7% of the parent company of Svensk Pantbelåning on a fully-diluted basis. In August 2007, Rutland Partners LLP sold Svensk Pantbelåning to a third party who also purchased the notes receivable from the Company.
     The Company’s total proceeds of $16.8 million represent $12.4 million in the repayment of principal and interest owed on notes receivable and $4.4 million for the value of its conversion rights under the convertible note. For the three months ended September 30, 2007, the Company recognized a pre-tax gain of approximately $6.3 million from the sale of the notes.

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
 
     The Company provides specialty financial services to individuals. These services include secured non-recourse loans, commonly referred to as pawn loans, to individuals through its pawn lending operations, unsecured cash advances in selected lending locations and on behalf of independent third-party lenders in other locations, and check cashing and related financial services through many of its lending locations and through franchised and Company-owned check cashing centers. The pawn loan portfolio generates finance and service charges revenue. A related activity of the pawn lending operations is the disposition of collateral from unredeemed pawn loans. In September 2006, the Company began offering cash advances over the internet and began arranging loans on behalf of independent third-party lenders over the internet in November 2006.
     On September 15, 2006, the Company, through its wholly-owned subsidiary Cash America Net Holdings, LLC, purchased substantially all of the assets of The Check Giant LLC (“TCG”). TCG offered short-term cash advances exclusively over the internet under the name “CashNetUSA.” The Company paid an initial purchase price of approximately $35.9 million in cash and transaction costs of approximately $2.9 million, and has continued to use the CashNetUSA trade name in connection with its online operations. The Company also agreed to pay up to five supplemental earn-out payments during the two-year period after the closing. The amount of each supplemental payment is based on a multiple of earnings attributable to CashNetUSA’s business for the twelve months preceding the date of determining each scheduled supplemental payment. Each supplemental payment will be reduced by amounts previously paid. The supplemental payments are to be paid in cash within 45 days of the payment measurement date. The Company may, at its option, pay up to 25% of each supplemental payment in shares of its common stock based on an average share price as of the measurement date thereby reducing the amount of the cash payment.
     The first supplemental payment of approximately $33.8 million, which was paid in February 2007 in cash, was based on the trailing twelve months earnings of CashNetUSA through December 31, 2006 and reflects adjustments for amounts previously paid. There was no supplemental payment with respect to the trailing twelve months earnings of CashNetUSA as of March 31, 2007. The next supplemental payment is scheduled in November 2007 and will be based on the trailing twelve months earnings of CashNetUSA as of September 30, 2007. As of September 30, 2007, the Company has accrued for a payment of approximately $43.3 million based on the defined multiple of trailing twelve months earnings through September 30, 2007. Pursuant to the terms of the purchase agreement with CashNetUSA, the March 31 and September 30, 2007 measurement dates were calculated at 5.5 times trailing twelve month earnings. Subsequent measurement dates of March 31 and September 30, 2008 will be calculated at 5 times trailing twelve month earnings.
     In July 2007, the Company began offering short-term unsecured loans to customers who reside throughout the United Kingdom through its internet distribution platform. Management expects loan volumes to accumulate gradually and provide only nominal levels of asset increases throughout the remainder of 2007.
     As of September 30, 2007, the Company had 936 total locations offering products and services to its customers.
     As of September 30, 2007, the Company’s pawn lending operations consisted of 495 pawnshops, including 483 Company-owned units and 12 unconsolidated franchised units, located in 22 states in the United States. During the 21 months ended September 30, 2007, the Company acquired 24 operating units, established six locations, and combined or closed three locations for a net increase in Company-owned pawn lending units of 27. In addition, it opened four franchised locations.

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     At September 30, 2007, the Company’s cash advance operations operated 301 cash advance locations in seven states. During the 21 months ended September 30, 2007, the Company established 22 locations, and combined or closed seven locations for a net increase in cash advance locations of 15. CashNetUSA serves multiple markets through its internet distribution channel and had cash advances outstanding in 31 states and one foreign country at September 30, 2007.
     As of September 30, 2007, in Florida and Texas, the Company provides services in connection with single payment cash advances originated by independent third-party lenders, whereby the Company acts as a credit services organization on behalf of consumers in accordance with applicable state laws (the “CSO program”). Under the CSO program, the Company arranges loans with independent third-party lenders, assists in the preparation of loan applications and loan documents, and accepts loan payments. To assist the customer in obtaining a loan through the CSO program, the Company also, as part of the credit services it provides to the customer, guarantees, on behalf of the customer, the customer’s payment obligations to the third-party lender under the loan. A customer who obtains a loan through the CSO program pays the Company a fee for the credit services, including the guaranty, and enters into a contract with the Company governing the credit services arrangement. Losses on cash advances acquired by the Company as a result of its guaranty obligations are the responsibility of the Company. The Company discontinued the CSO program in Michigan in February 2007, and now offers only cash advances underwritten by the Company to customers in that state.
     As of September 30, 2007, the Company’s check cashing operations consisted of 135 franchised and five company-owned check cashing centers in 18 states. During the 21 months ended September 30, 2007, the Company opened 17 franchised locations, and combined or closed 13 franchised locations for a net increase of four franchised locations.

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RESULTS OF CONTINUING OPERATIONS
 
     The following table sets forth the components of the consolidated statements of income as a percentage of total revenue for the periods indicated.
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2007     2006     2007     2006  
Revenue
                               
Finance and service charges
    17.9 %     23.7 %     17.5 %     22.8 %
Proceeds from disposition of merchandise
    39.5       44.9       41.5       48.9  
Cash advance fees
    41.2       29.2       39.0       25.7  
Check cashing fees, royalties and other.
    1.4       2.2       2.0       2.6  
 
                       
Total Revenue
    100.0       100.0       100.0       100.0  
 
                               
Cost of Revenue
                               
Disposed merchandise
    24.9       27.9       25.8       29.7  
 
                       
Net Revenue
    75.1       72.1       74.2       70.3  
 
                       
 
                               
Expenses
                               
Operations
    32.3       35.1       33.2       37.0  
Cash advance loss provision
    18.8       10.5       17.8       6.8  
Administration
    7.1       8.2       6.6       8.5  
Depreciation and amortization
    3.6       4.2       3.5       4.1  
 
                       
Total Expenses
    61.8       58.0       61.1       56.4  
 
                       
Income from Operations
    13.3       14.1       13.1       13.9  
Interest expense
    (1.9 )     (1.9 )     (1.8 )     (1.7 )
Interest income
    0.1       0.3       0.2       0.3  
Foreign currency transaction gain
                       
Gain from termination of contract
                      0.5  
Gain on sale of foreign notes
    2.7             0.9        
 
                       
Income before Income Taxes
    14.2       12.5       12.4       13.0  
Provision for income taxes
    5.3       4.7       4.5       4.8  
 
                       
Net Income
    8.9 %     7.8 %     7.9 %     8.2 %
 
                       

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     The following table sets forth certain selected consolidated financial and non-financial data as of September 30, 2007 and 2006, and for each of the three and nine months then ended ($ in thousands unless noted otherwise).
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2007     2006     2007     2006  
PAWN LENDING OPERATIONS:
                               
Pawn loans
                               
Annualized yield on pawn loans
    121.4 %     119.3 %     124.1 %     123.3 %
Total amount of pawn loans written and renewed
  $ 138,100     $ 129,269     $ 378,058     $ 357,170  
Average pawn loan balance outstanding
  $ 135,205     $ 131,089     $ 126,043     $ 118,297  
Average pawn loan balance per average location in operation
  $ 281     $ 284     $ 263     $ 258  
Ending pawn loan balance per location in operation
  $ 283     $ 289     $ 283     $ 289  
Average pawn loan amount at end of period (not in thousands).
  $ 102     $ 100     $ 105     $ 100  
Profit margin on disposition of merchandise as a percentage of proceeds from disposition of merchandise
    36.9 %     37.8 %     37.8 %     39.4 %
Average annualized merchandise turnover
    2.5 x     2.4 x     2.7 x     2.6 x
Average balance of merchandise held for disposition per average location in operation
  $ 192     $ 167     $ 182     $ 157  
Ending balance of merchandise held for disposition per location in operation
  $ 204     $ 180     $ 204     $ 180  
 
Pawnshop locations in operation —
                               
Beginning of period, owned
    480       457       475       456  
Acquired
    2       5       5       7  
Start-ups
    1       1       4       2  
Combined or closed
                (1 )     (2 )
 
                       
End of period, owned
    483       463       483       463  
Franchise locations at end of period
    12       11       12       11  
 
                       
Total pawnshop locations at end of period
    495       474       495       474  
 
                       
Average number of owned pawnshop locations
    482       462       479       459  
 
                       
 
                               
Cash advances (a)
                               
Pawn locations offering cash advances at end of period
    429       417       429       417  
Average number of pawn locations offering cash advances
    427       416       425       423  
Amount of cash advances written at pawn locations:
                               
Funded by the Company
  $ 16,652     $ 18,978     $ 48,899     $ 49,113  
Funded by third-party lenders (b) (d)
    49,634       57,062       141,510       151,673  
 
                       
Aggregate amount of cash advances written at pawn locations(b) (f)
  $ 66,286     $ 76,040     $ 190,409     $ 200,786  
 
                       
Number of cash advances written at pawn locations (not in thousands):
                               
By the Company
    54,821       61,516       160,253       154,545  
By third-party lenders (b) (d)
    105,873       129,176       308,729       355,651  
 
                       
Aggregate number of cash advances written at pawn locations(b) (f)
    160,694       190,692       468,982       510,196  
 
                       
Cash advance customer balances due at pawn locations (gross):
                               
Owned by Company (c)
  $ 8,803     $ 8,779     $ 8,803     $ 8,779  
Owned by third-party lenders (b) (d)
    9,179       10,474       9,179       10,474  
 
                       
Aggregate cash advance customer balances due at pawn locations (gross) (b) (f)
  $ 17,982     $ 19,253     $ 17,982     $ 19,253  
 
                       
(Continued on Next Page)

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    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2007     2006     2007     2006  
CASH ADVANCE OPERATIONS (e):
                               
Storefront operations:
                               
Amount of cash advances written:
                               
Funded by the Company
  $ 187,302     $ 168,743     $ 522,719     $ 431,569  
Funded by third-party lenders (b) (d)
    30,212       34,899       84,884       103,995  
 
                       
Aggregate amount of cash advances written (b) (f)
  $ 217,514     $ 203,642     $ 607,603     $ 535,564  
 
                       
 
                               
Number of cash advances written (not in thousands):
                               
By the Company
    513,135       482,560       1,438,490       1,235,431  
By third-party lenders (b) (d)
    55,090       66,098       159,427       204,114  
 
                       
Aggregate number of cash advances written (b) (f)
    568,225       548,658       1,597,917       1,439,545  
 
                       
 
                               
Cash advance customer balances due (gross):
                               
Owned by the Company (c)
  $ 51,316     $ 46,642     $ 51,316     $ 46,642  
Owned by third-party lenders (b) (d)
    5,259       5,916       5,259       5,916  
 
                       
Aggregate cash advance customer balances due (gross) (b) (f)
  $ 56,575     $ 52,558     $ 56,575     $ 52,558  
 
                       
 
                               
Cash advance locations in operation (excluding online lending) —
                               
Beginning of period
    296       291       295       286  
Start-ups
    7       2       10       10  
Combined or closed
    (2 )           (4 )     (3 )
 
                       
End of period
    301       293        301       293  
 
                       
Average number of cash advance locations
    299       292        297       289  
 
                       
 
                               
Internet lending operations:
                               
Amount of cash advances written:
                               
Funded by the Company
  $ 157,887     $ 15,625     $ 435,665     $ 15,625  
Funded by third-party lenders (b) (d)
    96,096             251,880        
 
                       
Aggregate amount of cash advances written (b) (f)
  $ 253,983     $ 15,625     $ 687,545     $ 15,625  
 
                       
 
                               
Number of cash advances written (not in thousands):
                               
By the Company
    400,942       40,480       1,117,466       40,480  
By third-party lenders (b) (d)
    159,711             441,402        
 
                       
Aggregate number of cash advances written (b) (f)
    560,653       40,480       1,558,868       40,480  
 
                       
 
                               
Cash advance customer balances due (gross):
                               
Owned by the Company (c)
  $ 53,591     $ 25,921     $ 53,591     $ 25,921  
Owned by third-party lenders (b) (d)
    16,631             16,631        
 
                       
Aggregate cash advance customer balances due (gross) (b) (f)
  $ 70,222     $ 25,921     $ 70,222     $ 25,921  
 
                       
 
                               
Number of states with online lending at end of period
    31       27       31       27  
Number of countries with online lending at end of period
    2       1       2       1  
(Continued on Next Page)

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    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2007     2006     2007     2006  
Combined Storefront and Internet lending operations:
                               
Amount of cash advances written:
                               
Funded by the Company
  $ 345,189     $ 184,368     $ 958,384     $ 447,194  
Funded by third-party lenders (b) (d)
    126,308       34,899       336,764       103,995  
 
                       
Aggregate amount of cash advances written (b) (f)
  $ 471,497     $ 219,267     $ 1,295,148     $ 551,189  
 
                       
 
                               
Number of cash advances written (not in thousands):
                               
By the Company
    914,077       523,040       2,555,956       1,275,911  
By third-party lenders (b) (d)
    214,801       66,098       600,829       204,114  
 
                       
Aggregate number of cash advances written (b) (f)
    1,128,878       589,138       3,156,785       1,480,025  
 
                       
 
                               
Cash advance customer balances due (gross):
                               
Owned by the Company (c)
  $ 104,907     $ 72,563     $ 104,907     $ 72,563  
Owned by third-party lenders (b) (d)
    21,890       5,916       21,890       5,916  
 
                       
Aggregate cash advance customer balances due (gross) (b) (f)
  $ 126,797     $ 78,479     $ 126,797     $ 78,479  
 
                       
 
                               
CONSOLIDATED CASH ADVANCE PRODUCT SUMMARY (a) (b) (e):
                               
Amount of cash advances written:
                               
Funded by the Company
  $ 361,841     $ 203,346     $ 1,007,283     $ 496,307  
Funded by third-party lenders (b) (d)
    175,942       91,961       478,274       255,668  
 
                       
Aggregate amount of cash advances written (b) (f)
  $ 537,783     $ 295,307     $ 1,485,557     $ 751,975  
 
                       
 
                               
Number of cash advances written (not in thousands):
                               
By the Company
    968,898       584,556       2,716,209       1,430,456  
By third-party lenders (b) (d)
    320,674       195,274       909,558       559,765  
 
                       
Aggregate number of cash advances written (b) (f)
    1,289,572       779,830       3,625,767       1,990,221  
 
                       
Average amount per cash advance written (not in thousands):
                               
Funded by the Company
  $ 373     $ 348     $ 371     $ 347  
Funded by third-party lenders (b) (d)
    549       471       526       474  
 
                       
Aggregate average amount per cash advance (b) (f)
  $ 417     $ 379     $ 410     $ 382  
 
                       
 
                               
Cash advance customer balances due (gross):
                               
Owned by the Company (c)
  $ 113,710     $ 81,342     $ 113,710     $ 81,342  
Owned by third-party lenders (b) (d)
    31,069       16,390       31,069       16,390  
 
                       
Aggregate cash advance customer balances due (gross) (b) (f)
  $ 144,779     $ 97,732     $ 144,779     $ 97,732  
 
                       
 
                               
Total locations offering cash advances at end of period (excluding online lending)
    730       710       730       710  
Average total locations offering cash advances (excluding online lending)
    726       708       722       712  
Number of states with online lending at end of period
    31       27       31       27  
Number of countries with online lending at end of period
    2       1       2       1  
(Continued on Next Page)

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    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2007     2006     2007     2006  
CHECK CASHING OPERATIONS (Mr. Payroll):
                               
Centers in operation at end of year (not in thousands):
                               
Company-owned locations
    5       5       5       5  
Franchised locations (b)
    135       133       135       133  
 
                       
Combined centers in operations at end of year (b)
    140       138       140       138  
 
                       
Revenue from Company-owned locations
  $ 106     $ 126     $ 379     $ 442  
Revenue from franchise royalties and other
    561       582       1,902       1,949  
 
                       
Total revenue (c)
  $ 667     $ 708     $ 2,281     $ 2,391  
 
                       
Face amount of checks cashed:
                               
Company-owned locations
  $ 7,902     $ 9,196     $ 25,724     $ 29,191  
Franchised locations (b)
    291,255       302,366       958,277       968,963  
 
                       
Combined face amount of checks cashed (b)
  $ 299,157     $ 311,562     $ 984,001     $ 998,154  
 
                       
Fees collected from customers:
                               
Company-owned locations (c)
  $ 106     $ 124     $ 379     $ 442  
Franchised locations (b)
    3,968       4,140       13,544       13,774  
 
                       
Combined fees collected from customers (b)
  $ 4,074     $ 4,264     $ 13,923     $ 14,216  
 
                       
Fees as a percentage of checks cashed:
                               
Company-owned locations
    1.3 %     1.4 %     1.5 %     1.5 %
Franchised locations (b)
    1.4       1.4       1.4       1.4  
 
                       
Combined fees as a percentage of checks cashed (b)
    1.4 %     1.4 %     1.4 %     1.4 %
 
                       
Average check cashed (not in thousands):
                               
Company-owned locations
  $ 375     $ 379     $ 396     $ 400  
Franchised locations (b)
    416       402       442       426  
 
                       
Combined average check cashed (b)
  $ 415     $ 401     $ 441     $ 425  
 
                       
 
(a)   Includes cash advance activities at the Company’s pawn lending locations.
 
(b)   Non-GAAP presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations.
 
(c)   Amounts recorded in the Company’s consolidated financial statements.
 
(d)   Cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders.
 
(e)   Includes cash advance activities at the Company’s cash advance storefront locations and through the Company’s internet distribution channel.
 
(f)   Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders.

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CRITICAL ACCOUNTING POLICIES
 
     Since January 1, 2007, the Company has accounted for uncertainty in income taxes recognized in the financial statements in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 requires that a more-likely-than-not threshold be met before the benefit of a tax position may be recognized in the financial statements and prescribes how such benefit should be measured. It also provides guidance on derecognition, classification, accrual of interest and penalties, accounting in interim periods, disclosure and transition. It requires that the new standard be applied to the balances of assets and liabilities as of the beginning of the period of adoption and that a corresponding adjustment be made to the opening balance of retained earnings. See Note 2 of Notes to Consolidated Financial Statements.
     There have been no other changes of critical accounting policies since December 31, 2006.
RECENT ACCOUNTING PRONOUNCEMENTS
 
     In September 2006, FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and emphasizes that fair value is a market-based measurement, not an entity-specific measurement. It establishes a fair value hierarchy and expands disclosures about fair value measurements in both interim and annual periods. SFAS 157 will be effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company does not expect SFAS 157 to have a material effect on the Company’s consolidated financial position or results of operations.
     In February 2007, FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (the “fair value option”) and requires an entity to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. SFAS 159 will be effective for fiscal years beginning after November 15, 2007. The Company does not expect SFAS 159 to have a material effect on the Company’s consolidated financial position or results of operations.

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OVERVIEW
Components of Consolidated Net Revenue. Consolidated net revenue is total revenue reduced by the cost of merchandise sold in the period. It represents the income available to satisfy expenses and is the measure management uses to evaluate top line performance. The components of consolidated net revenue are pawn related net revenue, consisting of finance and service charges from pawn loans plus profit from the disposition of merchandise; cash advance fees and other revenue. Other revenue is comprised mostly of check cashing fees, but includes royalties and other revenue items. Growth in cash advance fees has increased the related contribution of the cash advance products to consolidated net revenue during the three and nine months ended September 30, 2007 compared to the same periods of 2006. The growth in cash advance fees is primarily attributable to higher average cash advance balances, the addition of new units and the addition of cash advances made over the internet beginning in mid-September 2006. Net revenue from pawn lending activities contributed 43.2% and 56.4% of net revenue for the three months ended September 30, 2007 and 2006; and 44.8% and 59.8% for the nine months ended September 30, 2007 and 2006, respectively. The following graphs show consolidated net revenue and depict the mix of the components of net revenue for the three and nine months ended September 30, 2007 and 2006:
(PIE CHART)

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Contribution to Increase in Net Revenue. The Company’s net revenue increased 45.3% and 47.2% for the three and nine months ended September 30, 2007 compared to the prior year same periods. Cash advance fees have contributed the majority of the increase primarily because of the acquisition in September 2006 and subsequent growth in revenue of a subsidiary offering cash advances over the internet. In addition, higher average balances owed by customers, and the growth and development of newly opened cash advance locations contributed to the increase. As illustrated below, these increases represented 86.8% and 86.6% of the Company’s overall increase in net revenue from the three and nine months ended September 30, 2006 to the three and nine months ended September 30, 2007 and 51.8% and 52.5% of the overall increase from the three and nine months ended September 30, 2005 to the three and nine months ended September 30, 2006. The increase in pawn-related net revenue in the aggregate, combined finance and service charges and profit from the disposition of merchandise, contributed 13.8% and 13.0% of the year over year increase in net revenue for the first three and nine months of 2007 compared to 43.4% of the growth in the same periods of 2006.
     While the percent of contribution to the growth in consolidated net revenue generated by pawn lending operations is a smaller percentage than the prior year, net revenue from pawn lending activities increased 11.1% and 10.3% for the three and nine month periods ended September 30, 2007 compared to the prior year. The disproportionate growth in net revenue from cash advance activities is mostly due to the inclusion of the operations of the online distribution channel acquired in September 2006 that were not in the full comparable periods through September 2006. These trends are depicted in the following graphs:
(PIE CHART)

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Quarter Ended September 30, 2007 Compared To Quarter Ended September 30, 2006
Consolidated Net Revenue. Consolidated net revenue increased $54.2 million, or 45.3%, to $173.8 million during the three months ended September 30, 2007 (the “current quarter”) from $119.6 million during the three months ended September 30, 2006 (the “prior year quarter”). The following table sets forth net revenue by operating segment for the three months ended September 30, 2007 and 2006 ($ in thousands):
                                 
    Three Months Ended September 30,
    2007     2006     Inc./(Dec.)  
Cash advance operations — storefront
  $ 36,075     $ 34,702     $ 1,373       4.0 %
Cash advance operations — internet lending
    49,867       3,623       46,244       127.6  
 
                       
Total cash advance operations
    85,942       38,325       47,617       124.2  
Pawn lending operations
    87,058       80,255       6,803       8.5  
Check cashing operations
    819       1,056       (237 )     (22.4 )
 
                       
Consolidated net revenue
  $ 173,819     $ 119,636     $ 54,183       45.3 %
 
                       
     The components of consolidated net revenue are finance and service charges from pawn loans, which increased $2.0 million; profit from the disposition of merchandise, which increased $5.5 million; cash advance fees generated from pawn locations, cash advance locations and via the internet distribution channel, which increased $47.0 million; and combined segment revenue from check cashing fees, royalties and other, which decreased $343,000.
Finance and Service Charges. Finance and service charges from pawn loans increased $2.0 million, or 5.0%, from $39.4 million in the prior year quarter to $41.4 million in the current quarter. The increase is due primarily to higher year over year loan balances attributable to the increased amount of pawn loans written through existing and new locations added during 2006 and 2007. An increase in the average balance of pawn loans outstanding contributed $132,000 of the increase and the higher annualized yield, which is a function of the blend in permitted rates for fees and service charges on pawn loans in all operating locations of the Company of the pawn loan portfolio, contributed $1.9 million of the increase. In addition, the Company’s decision to reduce the maximum loan term from 90 days to 60 days in approximately 200 pawn locations caused an enhancement to loan yields as the average balance of loans outstanding declined and customer payments of finance and service charges occurred earlier than in prior periods.
     The average balances of pawn loans outstanding during the current quarter increased by $4.1 million, or 3.1%, compared to the prior year quarter. The increase was driven by a 3.9% increase in the average amount per loan outstanding that was partially offset by a 0.7% decrease in the average number of pawn loans outstanding during the current quarter. Management believes that the decrease in the average number of pawn loans outstanding could be related to the fact that higher advance rates on loans secured by gold collateral, such as jewelry, can allow customers to reduce the number of loans needed to achieve their needs.
     Pawn loan balances at September 30, 2007 were $136.7 million, which was 2.2% higher than at September 30, 2006. Annualized loan yield was 121.4% in the current quarter, compared to 119.3% in the prior year quarter. Same store pawn loan balances at September 30, 2007 were $0.7 million, or 0.5%, lower than at September 30, 2006, primarily due to the reduced maximum loan term in certain locations.

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Profit from Disposition of Merchandise. Profit from disposition of merchandise represents the proceeds received from disposition of merchandise in excess of the cost of disposed merchandise. The following table summarizes the proceeds from disposition of merchandise and the related profit for the current quarter compared to the prior year quarter ($ in thousands):
                                                 
    Three Months Ended September 30,
    2007   2006
    Merch-   Refined           Merch-   Refined    
    andise   Gold   Total   andise   Gold   Total
Proceeds from dispositions
  $ 61,483     $ 29,883     $ 91,366     $ 55,712     $ 18,714     $ 74,426  
Profit on disposition
  $ 24,848     $ 8,825     $ 33,673     $ 22,484     $ 5,661     $ 28,145  
Profit margin
    40.4 %     29.5 %     36.9 %     40.4 %     30.3 %     37.8 %
Percentage of total profit
    73.8 %     26.2 %     100.0 %     79.9 %     20.1 %     100.0 %
     The total proceeds from disposition of merchandise and refined gold increased $16.9 million, or 22.8%, and the total profit from the disposition of merchandise and refined gold increased $5.5 million, or 19.6%. Overall gross profit margin decreased from 37.8% in the prior year quarter to 36.9% in the current quarter, primarily due to an increase in the proportionate share of lower profit margin refined gold sales than in the prior year quarter. Proceeds from disposition of merchandise (including jewelry sales), excluding refined gold, increased $5.8 million, or 10.4%, in the current quarter compared to the prior year quarter. Excluding the effect of the disposition of refined gold, the profit margin on the disposition of merchandise was 40.4% for both the current quarter and the prior year quarter. The profit margin on the disposition of refined gold decreased to 29.5% in the current quarter compared to 30.3% in the prior year quarter. The increase in gross profit dollars on the disposition of refined gold during the current quarter is primarily attributable to the 32% higher number of ounces of gold sold and a 20% higher price per ounce. Cost of goods sold increased as a result of a 24% rise in cost per ounce leading to a lower gross profit margin on refined gold compared to the prior year quarter.
     The higher level of retail sales activity and refined gold sales was supported by higher levels of merchandise available for disposition entering the current quarter and by the net addition of 20 pawn locations since September 30, 2006. The consolidated merchandise turnover rate was 2.5 times during the current quarter compared to 2.4 times during the prior year quarter. Management expects that profit margin on the disposition of merchandise in the near term will likely remain at or slightly below current levels mainly due to higher inventory levels and an increase in the percentage mix of refined gold sales, which typically have lower gross profit margins.
     The table below summarizes the age of merchandise held for disposition before valuation allowance of $2.1 million at September 30, 2007 and $2.0 million at September 30, 2006 ($ in thousands).
                                 
    2007     2006  
    Amount     %     Amount     %  
Merchandise held for 1 year or less —
                               
Jewelry
  $ 60,747       60.3 %   $ 49,908       58.6 %
Other merchandise
    30,405       30.1       27,156       31.9  
 
                       
 
    91,152       90.4       77,064       90.5  
 
                       
Merchandise held for more than 1 year —
                               
Jewelry
    6,008       6.0       5,125       6.0  
Other merchandise
    3,709       3.6       3,010       3.5  
 
                       
 
    9,717       9.6       8,135       9.5  
 
                       
Total merchandise held for disposition
  $ 100,869       100.0 %   $ 85,199       100.0 %
 
                       

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Cash Advance Fees. Cash advance fees increased $47.0 million, or 97.1%, to $95.4 million in the current quarter from $48.4 million in the prior year quarter. The increase in revenue from cash advance fees is predominately due to the increase in customers through the Company’s offering of the product through its online distribution channel, and to a lesser extent, the increase and growth of storefront locations. As of September 30, 2007, the cash advance products were available in 732 lending locations, including 431 pawnshops and 301 cash advance locations, and through the online distribution channel. Of these lending locations, 319 arrange for customers to obtain cash advance products from independent third-party lenders for a fee. Cash advance fees from same stores decreased $174,000, or 0.4%, to $44.0 million in the current quarter as compared to $44.1 million in the prior year quarter primarily due to significantly lower volumes in pawn lending locations that offer the cash advance product.
     Cash advance fees include revenue from the cash advance portfolio owned by the Company and fees paid to the Company for arranging for cash advance products from independent third-party lenders for customers. (Although cash advance transactions may take the form of loans or deferred check deposit transactions, the transactions are referred to throughout this discussion as “cash advances” for convenience.)
     The following table sets forth cash advance fees by operating segment for the three months ended September 30, 2007 and 2006 ($ in thousands):
                                 
    Three Months Ended September 30,  
    2007     2006     Inc./(Dec.)  
Cash advance operations — storefront
  $ 34,249     $ 32,815     $ 1,434       4.4 %
Cash advance operations — internet lending
    49,867       3,623       46,244       1,276.4  
 
                       
Total cash advance operations
    84,116       36,438       47,678       130.8  
Pawn lending operations
    11,301       11,963       (662 )     (5.5 )
 
                       
Consolidated cash advance fees
  $ 95,417     $ 48,401     $ 47,016       97.1 %
 
                       
     The amount of cash advances written increased by $242.5 million, or 82.1%, to $537.8 million in the current quarter from $295.3 million in the prior year quarter. Included in the amount of cash advances written in the current quarter and the prior year quarter were $175.9 million and $92.0 million, respectively, of cash advances extended to customers by third-party lenders. The average amount per cash advance increased to $417 from $379. The combined Company and third-party lender portfolios of cash advances generated $96.4 million in revenue during the current quarter compared to $50.0 million in the prior year quarter. The outstanding combined portfolio balance of cash advances increased $47.1 million, or 48.2%, to $144.8 million at September 30, 2007 from $97.7 million at September 30, 2006. Those amounts included $113.7 million and $81.3 million at September 30, 2007 and 2006, respectively, which are included in the Company’s consolidated balance sheets. An allowance for losses of $30.9 million and $11.1 million has been provided in the consolidated financial statements for September 30, 2007 and 2006, respectively, which is netted against the outstanding cash advance amounts on the Company’s consolidated balance sheets.

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     The following table summarizes cash advances outstanding at September 30, 2007 and 2006 and contains certain non-Generally Accepted Accounting Principles (“non-GAAP”) measures with respect to the cash advances owned by third-party lenders that are not included in the Company’s consolidated balance sheets. The Company believes that presenting these non-GAAP measures is meaningful and necessary because management evaluates and measures the cash advance portfolio performance on an aggregate basis ($ in thousands).
                 
    September 30,  
    2007     2006  
Funded by the Company (a)
               
Active cash advances and fees receivable
  $ 69,005     $ 54,741  
Cash advances and fees in collection
    28,817       20,146  
 
           
Total funded by the Company (a)
    97,822       74,887  
 
           
Funded by the third-party lenders (b) (c)
               
Active cash advances and fees receivable
    31,069       17,072  
Cash advances and fees in collection
    15,888       5,773  
 
           
Total funded by third-party lenders (b) (c)
    46,957       22,845  
 
           
Combined gross portfolio (b) (d)
    144,779       97,732  
Less: Elimination of cash advances owned by third-party lenders
    31,069       16,390  
 
           
Company-owned cash advances and fees receivable, gross
    113,710       81,342  
Less: Allowance for losses
    30,925       11,089  
 
           
Cash advances and fees receivable, net
  $ 82,785     $ 70,253  
 
           
       
Allowance for loss on Company-owned cash advances
  $ 30,925     $ 11,089  
Accrued losses on third-party lender owned cash advances
    1,832       753  
 
           
Combined allowance for losses and accrued third-party lender losses
  $ 32,757     $ 11,842  
 
           
Combined allowance for losses and accrued third-party lender losses as a % of combined gross portfolio (b)
    22.6 %     12.1 %
 
           
 
(a)   Cash advances written by the Company in its pawn and cash advance locations and through the Company’s internet distribution channel.
 
(b)   Non-GAAP presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes that information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations.
 
(c)   Cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet distribution channel.
 
(d)   Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet distribution channel.
     Management anticipates continued growth in consolidated cash advance fees for the remainder of 2007, primarily due to increased consumer awareness and demand for the cash advance product, higher outstanding balances at September 30, 2007 compared to September 30, 2006, the continued growth of the internet distribution channel, the growth of balances from new units opened in 2006 and 2007, and additional planned openings in 2007.

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Check Cashing Fees, Royalties and Other. Check cashing fees, royalties and other income from all segments decreased $343,000 to $3.3 million in the current quarter, or 9.3%, from $3.7 million in the prior year quarter primarily due to an increase in competition. The components of these fees are as follows (in thousands):
                                                                 
    Three Months Ended September 30,  
    2007     2006  
    Pawn     Cash     Check             Pawn     Cash     Check        
    Lending     Advance     Cashing     Total     Lending     Advance     Cashing     Total  
Check cashing fees
  $ 148     $ 1,044     $ 106     $ 1,298     $ 127     $ 1,171     $ 125     $ 1,423  
Royalties
    134             692       826       161       ¯       814       975  
Other
    416       782       21       1,219       455       716       117       1,288  
 
                                               
 
  $ 698     $ 1,826     $ 819     $ 3,343     $ 743     $ 1,887     $ 1,056     $ 3,686  
 
                                               
Operations Expenses. Consolidated operations expenses, as a percentage of total revenue, were 32.3% in the current quarter compared to 35.1% in the prior year quarter. These expenses increased $16.4 million, or 28.2%, in the current quarter compared to the prior year quarter. Pawn lending operating expenses increased $3.8 million, or 8.8%, to $47.0 million, primarily due to the net unit increase in pawn lending operations. The increase in operations expenses for the cash advance operations of $12.7 million, or 85.8%, is primarily attributable to the acquisition of a subsidiary that offers cash advances online, the net addition of cash advance locations and increased marketing and selling expenses.
     As a multi-unit operator in the consumer finance industry, the Company’s operations expenses are predominately related to personnel and occupancy expenses. Personnel expenses include base salary and wages, performance incentives, and benefits. Occupancy expenses include rent, property taxes, insurance, utilities, and maintenance. The combination of personnel and occupancy expenses represents 80.4% of total operations expenses in the current quarter and 85.3% in the prior year quarter. Other operations expenses increased $6.1 million, or 71.3%, primarily due to an increase of $5.5 million in marketing and selling expenses. The comparison is as follows ($ in thousands):
                                 
    Three Months Ended September 30,  
    2007     2006  
            % of             % of  
    Amount     Revenue     Amount     Revenue  
Personnel
  $ 41,735       18.0 %   $ 33,525       20.2 %
Occupancy
    18,279       7.9       16,168       9.7  
Other
    14,681       6.4       8,570       5.2  
 
                       
Total
  $ 74,695       32.3 %   $ 58,263       35.1 %
 
                       
Administration Expenses. Consolidated administration expenses, as a percentage of total revenue, were 7.1% in the current quarter compared to 8.2% in the prior year quarter. The increase in administration expenses was principally attributable to the acquisition of a subsidiary that offers cash advances online, increased staffing levels, annual salary adjustments and net unit additions. The components of administration expenses for the three months ended September 30, 2007 and 2006 are as follows ($ in thousands):
                                 
    Three Months Ended September 30,  
    2007     2006  
            % of             % of  
    Amount     Revenue     Amount     Revenue  
Personnel
  $ 10,942       4.7 %   $ 8,913       5.4 %
Other
    5,508       2.4       4,667       2.8  
 
                       
Total
  $ 16,450       7.1 %   $ 13,580       8.2 %
 
                       

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Cash Advance Loss Provision. The Company maintains an allowance for losses on cash advances at a level projected to be adequate to absorb credit losses inherent in the outstanding combined cash advance portfolio. The cash advance loss provision is used to increase the allowance carried against the outstanding company owned cash advance portfolio as well as expected losses in the third-party lender-owned portfolios that the Company guarantees as of the end of the period. The allowance is based on historical trends in portfolio performance based on the status of the balance owed by the customer with the full amount of the customer’s obligations being completely reserved when they become 60 days past due. The cash advance loss provision was $43.6 million for the current quarter and $17.5 million for the prior year quarter. The loss provision reflected a $26.1 million increase, principally due to the acquisition of a subsidiary that offers cash advances online, driven by the higher volume of combined cash advances written and portfolio performance trends. The loss provision as a percentage of combined cash advances written increased to 8.1% in the current quarter from 5.9% in the prior year quarter while actual net charge-offs (charge-offs less recoveries) as a percentage of combined cash advances written were 8.3% in the current quarter compared to 4.8% in the prior year quarter. The loss provision as a percentage of cash advance fees increased to 45.7% in the current quarter from 36.2% in the prior year quarter. These increases are mostly attributable to a significant increase in cash advance receivable balances and the inclusion of the cash advance balance from online customers which carry a higher loss rate.
     On a sequential basis, the Company experienced an improvement in the loss metrics for its cash advance portfolio. The loss provision as a percent of cash advance fees declined from 48.7% in the second quarter of 2007 to 45.7% in the third quarter of 2007, and the loss provision as a percent of combined cash advances written decreased from 8.4% to 8.1%, respectively. This improvement in portfolio performance and loss rates is generally due to the seasoning of the online cash advance portfolio as the substantial increase in new customers (customers who had never used the product before, which have historically had the highest incidence of charge-offs) has moderated since the early stages of 2007.
     During the current period, the Company’s online distribution channel sold selected cash advances which had been previously written off. These sales generated proceeds of $1.4 million in the current period. Those proceeds were recorded as recoveries on losses previously charged to the allowance for losses.

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     The following table summarizes the cash advance loss provision for the three months ended September 30, 2007 and 2006, respectively, and contains certain non-GAAP measures with respect to the cash advances written by third-party lenders that are not included in the Company’s consolidated balance sheets and related statistics. The Company believes that presenting these non-GAAP measures is meaningful and necessary because management evaluates and measures the cash advance portfolio performance on an aggregate basis including its evaluation of the loss provision for the Company-owned portfolio and the third-party lender-owned portfolio that the Company guarantees ($ in thousands).
                 
    Three Months Ended  
    September 30,  
    2007     2006  
Cash advance loss provision:
               
Loss provision on Company-owned cash advances
  $ 43,604     $ 17,641  
Loss provision on third-party owned cash advances
    8       (138 )
 
           
Combined cash advance loss provision
  $ 43,612     $ 17,503  
 
           
Charge-offs, net of recoveries
  $ 44,854     $ 14,093  
 
           
Cash advances written:
               
By the Company (a)
  $ 361,841     $ 203,346  
By third-party lenders (b) (c)
    175,942       91,961  
 
           
Combined cash advances written (b) (d)
  $ 537,783     $ 295,307  
 
           
Combined cash advance loss provision as a % of combined cash advances written (b)
    8.1 %     5.9 %
Charge-offs (net of recoveries) as a % of combined cash advances written (b)
    8.3 %     4.8 %
 
(a)   Cash advances written by the Company in its pawn and cash advance locations and through the Company’s internet distribution channel.
 
(b)   Non-GAAP presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes that information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations.
 
(c)   Cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet distribution channel.
 
(d)   Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet distribution channel.
Depreciation and Amortization. Depreciation and amortization expense as a percentage of total revenue was 3.6% in the current quarter and 4.2% in the prior year quarter. Total depreciation and amortization expense increased $1.3 million, or 19.0%, primarily due to the increase in operating locations and the amortization of certain intangible assets obtained in acquisitions. Management expects depreciation expense to increase in future periods as a result of future capital expenditures and continued remodeling of existing locations.
Interest Expense. Interest expense as a percentage of total revenue was 1.9% in both the current quarter and in the prior year quarter. Interest expense increased $1.2 million, or 38.5%, to $4.4 million in the current quarter as compared to $3.1 million in the prior year quarter. The increase was primarily due to the higher average floating interest rate borrowings ($140.2 million during the current quarter and $97.0 million during the prior year quarter) and the higher weighted average floating interest rate (6.5% during the current quarter compared to 6.3% during the prior year quarter) and the issuance in December 2006 of $60 million of senior unsecured long-term notes. The average amount of debt outstanding increased during the current quarter to $261.5 million from $179.2 million during the prior year quarter. This increase was primarily attributable to the acquisition of a subsidiary that offers online cash advances in the third quarter of 2006 and the first contingent earn-out payment funded in February 2007. The effective blended borrowing cost was 6.4% in the current quarter and 6.6% in the prior year quarter. In future periods management expects higher levels of debt largely due to the potential funding requirements of the CashNetUSA supplemental acquisition payments.

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Interest Income. Interest income was $145,000 in the current quarter compared to $435,000 in the prior year quarter. The interest income is primarily from the two notes receivable denominated in Swedish kronor that the Company held in connection with its 2004 sale of its foreign pawn lending operations. The notes were sold in August 2007. Going forward, interest income will be significantly reduced compared to prior periods.
Foreign Currency Transaction Gain/Loss. The two Swedish kronor denominated notes were sold in August 2007. Exchange rate changes between the United States dollar and the Swedish kronor resulted in a net gain of $5,000 (net of a loss of $12,000 from foreign currency forward contracts) in the current quarter and $67,000 (including a gain of $6,000 from foreign currency forward contracts) in the prior year quarter. The foreign currency forward contracts totaling 68 million Swedish kronor (approximately $9.9 million at maturity) were established by the Company in 2005 to minimize the financial impact of currency market fluctuations.
Gain on Sale of Foreign Notes. In August 2007, the Company received gross proceeds in the amount of $16.8 million on the sale of notes receivable that it had received in 2004 as part of the proceeds from the sale of Svensk Pantbelåning, its former Swedish pawn lending subsidiary. In September 2004, the Company sold Svensk Pantbelåning to Rutland Partners, LLP for cash and two subordinated notes receivable. One of the notes receivable was convertible into approximately 27.7% of the parent company of Svensk Pantbelåning on a fully-diluted basis. In August 2007, Rutland Partners LLP sold Svensk Pantbelåning to a third party who also purchased the notes receivable from the Company. The Company’s total proceeds of $16.8 million represent $12.4 million in the repayment of principal and interest owed on notes receivable and $4.4 million for the value of its conversion rights under the convertible note. For the three months ended September 30, 2007, the Company recognized a pre-tax gain of approximately $6.3 million from the sale of the notes. Proceeds from the sale were used for general corporate purposes, including the repayment of debt and the repurchase of shares in the open market pursuant to an existing share repurchase authorization.
Income Taxes. The Company’s effective tax rate was 37.2% for the current quarter compared to 37.4% for the prior year quarter.
Nine Months Ended September 30, 2007 Compared To Nine Months Ended September 30, 2006
Consolidated Net Revenue. Consolidated net revenue increased $159.0 million, or 47.2%, to $495.9 million during the nine months ended September 30, 2007 (the “current period”) from $336.9 million during the nine months ended September 30, 2006 (the “prior year period”). The following table sets forth net revenue by operating segment for the nine months ended September 30, 2007 and 2006 ($ in thousands):
                                 
    Nine Months Ended September 30,  
    2007     2006     Inc./(Dec.)  
Cash advance operations — storefront
  $ 103,012     $ 94,939     $ 8,073       8.5 %
Cash advance operations — internet lending
    134,234       3,623       130,611       3,605.1  
 
                       
Total cash advance operations
    237,246       98,562       138,684       140.7  
Pawn lending operations
    255,800       235,249       20,551       8.7  
Check cashing operations
    2,817       3,080       (263 )     (8.5 )
 
                       
Consolidated net revenue
  $ 495,863     $ 336,891     $ 158,972       47.2 %
 
                       
     Higher revenue from the Company’s cash advance product, higher finance and service charges from pawn loans and higher profit from the disposition of merchandise accounted for the increase in net revenue.
     The components of consolidated net revenue are finance and service charges from pawn loans, which increased $8.0 million; profit from the disposition of merchandise, which increased $12.7 million; cash advance fees generated from pawn locations, cash advance locations and via the internet distribution

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channel, which increased $137.6 million; and combined segment revenue from check cashing fees, royalties and other, which increased $686,000.
Finance and Service Charges. Finance and service charges from pawn loans increased $8.0 million, or 7.3%, from $109.0 million in the prior year period to $117.0 million in the current period. The increase is primarily due to higher loan balances attributable to the increased amount of pawn loans written through existing and new locations added during 2006 and 2007. An increase in the average balance of pawn loans outstanding contributed $3.0 million of the increase and the higher annualized yield, which is a function of the blend in permitted rates for fees and service charges on pawn loans in all operating locations of the Company of the pawn loan portfolio, contributed $5.0 million of the increase. In addition, the Company’s decision to reduce the maximum loan term from 90 days to 60 days in approximately 200 pawn locations caused an enhancement to loan yields as the average balance of loans outstanding declined and customer payments of finance and service charges accrued earlier than in prior periods.
     The average balance of pawn loans outstanding during the current period increased by $7.7 million, or 6.6%, compared to the prior year period. The increase was driven by a 8.1% increase in the average amount per loan outstanding that was partially offset by a 1.4% decrease in the average number of pawn loans outstanding during the current period. Annualized loan yield was 124.1% in the current period, compared to 123.3% in the prior year period.
Profit from Disposition of Merchandise. Profit from disposition of merchandise represents the proceeds received from disposition of merchandise in excess of the cost of disposed merchandise. The following table summarizes the proceeds from disposition of merchandise and the related profit for the current period compared to the prior year period (dollars in thousands):
                                                 
    Nine Months Ended September 30,  
    2007     2006  
    Merch-     Refined             Merch-     Refined        
    andise     Gold     Total     andise     Gold     Total  
Proceeds from dispositions
  $ 196,571     $ 80,771     $ 277,342     $ 181,785     $ 52,387     $ 234,172  
Profit on disposition
  $ 79,872     $ 25,068     $ 104,940     $ 75,182     $ 17,081     $ 92,263  
Profit margin
    40.6 %     31.0 %     37.8 %     41.4 %     32.6 %     39.4 %
Percentage of total profit
    76.1 %     23.9 %     100.0 %     81.5 %     18.5 %     100.0 %
     While the total proceeds from disposition of merchandise and refined gold increased $43.2 million, or 18.4%, the total profit from the disposition of merchandise and refined gold increased $12.7 million, or 13.7%, primarily due to higher levels of retail sales offset by lower gross profit margin on the disposition of refined gold. Overall gross profit margin decreased from 39.4% in the prior year period to 37.8% in the current period as the percentage of lower profit margin refined gold sales was higher than the prior year period which diluted overall margins slightly. In addition, excluding the effect of the disposition of refined gold, the profit margin on the disposition of merchandise (including jewelry sales) was 40.6% and 41.4% for the current period and the prior year period, respectively. The profit margin on the disposition of refined gold decreased to 31.0% in the current period compared to 32.6% in the prior year period primarily due to the increase in cost per ounce. The increase in gross profit dollars on the disposition of refined gold during the current quarter is primarily attributable to the 27% higher number of ounces of gold sold and a 22% higher price per ounce. Cost of goods sold increased as a result of a 28% rise in cost per ounce leading to a drop in the gross profit margin on refined gold compared to the prior year period. Proceeds from disposition of merchandise, excluding refined gold, increased $14.8 million, or 8.1%, in the current period compared to the prior year period.
     The higher level of retail sales activity was supported by higher levels of merchandise available for disposition entering the current period and by the net addition of 20 pawn locations since September 30, 2006. The consolidated merchandise turnover rate was 2.7 times during the current period compared to 2.6

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times during the prior year period.
Cash Advance Fees. Cash advance fees increased $137.7 million, or 111.7%, to $260.9 million in the current period from $123.2 million in the prior year period. The increase was primarily due to the addition of the online distribution channel and, to a lesser extent, the growth and development of new cash advance units. Cash advance fees from same stores increased $4.8 million, or 4.1%, to $121.5 million in the current period as compared to $116.7 million in the prior year period.
     The following table sets forth cash advance fees by operating segment for the nine months ended September 30, 2007 and 2006 ($ in thousands):
                                 
    Nine Months Ended September 30,  
    2007     2006     Increase  
Cash advance operations — storefront
  $ 95,240     $ 87,719     $ 7,521       8.5 %
Cash advance operations — internet lending
    134,229       3,623       130,606       3,604.9  
 
                       
Total cash advance operations
    229,469       91,342       138,127       151.2  
Pawn lending operations
    31,411       31,893       (482 )     (1.5) %
 
                       
Consolidated cash advance fees
  $ 260,880     $ 123,235     $ 137,645       111.7 %
 
                       
     The amount of cash advances written increased by $733.6 million, or 97.6%, to $1.5 billion in the current period from $752.0 million in the prior year period. Included in the amount of cash advances written in the current period and the prior year period were $478.3 million and $255.7 million, respectively, of cash advances extended to customers by third-party lenders. The average amount per cash advance increased to $410 from $382. The combined Company and third-party lender portfolios of cash advances generated $129.3 million in revenue during the current period compared to $122.9 million in the prior year period.
Check Cashing Fees, Royalties and Other. Check cashing fees, royalties and other income increased $686,000, or 5.5%, to $13.0 million in the current period, from $12.4 million in the prior year period, primarily due to expanded product offerings and their success in pawn locations and revenue growth in cash advance units. However, this growth has been partially inhibited by an increase in competition. The components of these fees are as follows (in thousands):
                                                                 
    Nine Months Ended September 30,  
    2007     2006  
    Pawn     Cash     Check             Pawn     Cash     Check        
    Lending     Advance     Cashing     Total     Lending     Advance     Cashing     Total  
Check cashing fees
  $ 617     $ 4,620     $ 380     $ 5,617     $ 177     $ 4,792     $ 441     $ 5,410  
Royalties
    394       ¯       2,381       2,775       466       ¯       2,476       2,942  
Other
    1,427       3,157       56       4,640       1,403       2,428       163       3,994  
 
                                               
 
  $ 2,438     $ 7,777     $ 2,817     $ 13,032     $ 2,046     $ 7,220     $ 3,080     $ 12,346  
 
                                               
Operations Expenses. Consolidated operations expenses, as a percentage of total revenue, were 33.2% in the current period compared to 37.0% in the prior year period. These expenses increased $44.5 million, or 25.1%, in the current period compared to the prior year period. Pawn lending operating expenses increased $8.5 million, or 6.4%, primarily due to higher personnel costs and increased occupancy expenses partly due to the net increase of 20 pawnshop locations since September 30, 2006, and an increase in store level incentives. Cash advance operating expenses increased $36.0 million, or 81.9%, primarily as a result of the acquisition of a subsidiary that offers cash advances online. The increase in other operations expenses was primarily due to the increase in marketing and selling expenses.

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     The combination of personnel and occupancy expenses represents 79.0% of total operations expenses in the current period and 84.6% in the prior year period. Other operations expenses increased $19.2 million, or 70.4%, primarily due to an increase of $17.0 million in marketing and selling expenses. The comparison is as follows ($ in thousands):
                                 
    Nine Months Ended September 30,  
    2007     2006  
            % of             % of  
    Amount     Revenue     Amount     Revenue  
Personnel
  $ 122,092       18.3 %   $ 101,791       21.3 %
Occupancy
    53,057       7.9       48,080       10.0  
Other
    46,523       7.0       27,307       5.7  
 
                       
Total
  $ 221,672       33.2 %   $ 177,178       37.0 %
 
                       
Administration Expenses. Consolidated administration expenses, as a percentage of total revenue, were 6.6% in the current period compared to 8.5% in the prior year period. The components of administration expenses for the nine months ended September 30, 2007 and 2006 are as follows ($ in thousands):
                                 
    Nine Months Ended September 30,  
    2007     2006  
            % of             % of  
    Amount     Revenue     Amount     Revenue  
Personnel
  $ 28,987       4.3 %   $ 27,289       5.7 %
Other
    14,989       2.3       13,158       2.8  
 
                       
Total
  $ 43,976       6.6 %   $ 40,447       8.5 %
 
                       
     Periodically the Company evaluates its reserves for health and workers’ compensation benefits. During the current period, the Company adjusted reserves downward consistent with past practices which reduced the administrative expenses in the current period. Before the reduction in personnel expense from these credits, the increase in administration expenses was principally attributable to the acquisition of a subsidiary that offers cash advances online, increased staffing levels, annual salary adjustments and net unit additions.
Cash Advance Loss Provision. The cash advance loss provision was $118.7 million for the current period and $32.7 million for the prior year period. The loss provision reflected an $86.0 million increase, principally due to the acquisition of a subsidiary that offers cash advances online, driven by the higher volume of combined cash advances written and portfolio performance trends. The loss provision as a percentage of combined cash advances written increased to 8.0% in the current period from 4.4% in the prior year period while actual net charge-offs (charge-offs less recoveries) as a percentage of combined cash advances written were 7.2% in the current period compared to 3.7% in the prior year period. The loss provision as a percentage of cash advance fees increased to 45.5% in the current period from 26.6% in the prior year period. These increases are mostly attributable to a significant increase in cash advance receivable balances and the inclusion of the cash advance balance from online customers which carry a higher loss rate.

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     During the current period, the Company’s online distribution channel sold selected cash advances which had been previously written off. These sales generated proceeds of $3.5 million. Included in this amount was $2.6 million related to loans originated after the acquisition of the online distribution channel. Those proceeds were recorded as recoveries on losses previously charged to the allowance for losses.
     The following table summarizes the cash advance loss provision for the nine months ended September 30, 2007 and 2006 ($ in thousands):
                 
    Nine Months Ended  
    September 30,  
    2007     2006  
 
               
Cash advance loss provision:
               
Loss provision on Company-owned cash advances
  $ 118,011     $ 32,859  
Loss provision on third-party owned cash advances
    677       (121 )
 
           
Combined cash advance loss provision
  $ 118,688     $ 32,738  
 
           
Charge-offs, net of recoveries
  $ 106,599     $ 28,079  
 
           
Cash advances written:
               
By the Company (a)
  $ 1,007,283     $ 496,307  
By third-party lenders (b) (c)
    478,274       255,668  
 
           
Combined cash advances written (b) (d)
  $ 1,485,557     $ 751,975  
 
           
Combined cash advance loss provision as a % of combined cash advances written (b)
    8.0 %     4.4 %
Charge-offs (net of recoveries) as a % of combined cash advances written (b)
    7.2 %     3.7 %
 
(a)   Cash advances written by the Company in its pawn and cash advance locations and through the Company’s internet distribution channel.
 
(b)   Non-GAAP presentation. For informational purposes and to provide a greater understanding of the Company’s businesses. Management believes that information provided with this level of detail is meaningful and useful in understanding the activities and business metrics of the Company’s operations.
 
(c)   Cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet distribution channel.
 
(d)   Includes (i) cash advances written by the Company, and (ii) cash advances written by third-party lenders that were arranged by the Company on behalf of the third-party lenders, all at the Company’s pawn and cash advance locations and through the Company’s internet distribution channel.
Depreciation and Amortization. Depreciation and amortization expense as a percentage of total revenue was 3.5% in the current period and 4.1% in the prior year period. Total depreciation and amortization expense increased $3.9 million, or 19.7%, primarily due to the increase in operating locations and the amortization of certain intangible assets obtained in acquisitions.
Interest Expense. Interest expense as a percentage of total revenue was 1.8% in the current period and 1.7% in the prior year period. Interest expense increased $4.1 million, or 51.3%, to $12.1 million in the current period as compared to $8.0 million in the prior year period. The increase was primarily due to the higher average floating interest rate borrowings ($105.7 million during the current period and $61.9 million during the prior year period) and the higher weighted average floating interest rate (6.4% during the current period compared to 6.0% during the prior year period) and the issuance in December 2006 of $60 million of senior unsecured long-term notes. The average amount of debt outstanding increased during the current period to $235.6 million from $149.7 million during the prior year period primarily attributable to the acquisition of CashNetUSA in the third quarter of 2006 and the first contingent earn-out payment funded in February 2007. The effective blended borrowing cost was 6.5% in the current period and 6.7% in the prior year period.
Interest Income. Interest income was $1.0 million in the current period compared to $1.2 million in the prior year period. The interest income is primarily from the two notes receivable denominated in Swedish kronor that the Company held in connection with its 2004 sale of its foreign pawn lending operations, which were sold in August 2007.

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Foreign Currency Transaction Gain/Loss. Exchange rate changes between the United States dollar and the Swedish kronor resulted in a net gain of $63,000 (including a gain of $52,000 from foreign currency forward contracts) in the current period and $245,000 (net of a loss of $469,000 from foreign currency forward contracts) in the prior year period.
Gain on Sale of Foreign Notes. The Company received gross proceeds in the amount of $16.8 million on the sale of notes receivable that it had received in 2004 as part of the proceeds from its sale of Svensk Pantbelåning, its former Swedish pawn lending subsidiary. In September 2004, the Company sold Svensk Pantbelåning to Rutland Partners LLP, for cash and two subordinated notes receivable. One of the notes receivable was convertible into approximately 27.7% of the parent company of Svensk Pantbelåning on a fully-diluted basis. In August 2007, Rutland Partners LLP sold Svensk Pantbelåning to a third party who also purchased the notes receivable from the Company. The Company’s total proceeds of $16.8 million represent $12.4 million in the repayment of principal and interest owed on notes receivable and $4.4 million for the value of its conversion rights under the convertible note. For the three months ended September 30, 2007, the Company recognized a pre-tax gain of approximately $6.3 million from the sale of the notes. Proceeds from the sale were used for general corporate purposes, including the repayment of debt and the repurchase of shares in the open market pursuant to an existing share repurchase authorization.
Gain from Termination of Contract. In the prior year, the Company entered into an agreement with a landlord of a lending location to terminate the lease and vacate the property for $2.2 million ($1.4 million net of related taxes) which was recognized as a gain in that period.
Income Taxes. The Company’s effective tax rate was 36.1% for the current period compared to 37.0% for the prior year period. The decrease in the effective tax rate was primarily attributable to a decrease in state and local income taxes, including a $1.1 million one-time deferred Texas margin tax credit, net of the federal income tax effect of the credit. This credit resulted from a change in Texas law enacted during the second quarter of 2007. Excluding the effect of the one-time Texas deferred tax benefit, the effective tax rate for the current period would have been 37.5%.
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company’s cash flows and other key indicators of liquidity are summarized as follows ($ in thousands):
                 
    Nine Months Ended
    September 30,
    2007   2006
Operating activities cash flows
  $ 190,959     $ 105,751  
Investing activities cash flows:
               
Pawn loans
  $ (21,080 )   $ (28,457 )
Cash advances
    (119,982 )     (42,315 )
Acquisitions
    (38,564 )     (48,931 )
Property and equipment additions
    (48,883 )     (32,004 )
Proceeds from property insurance
    1,316       1,247  
Proceeds from termination of contract
          2,198  
Proceeds from sale of foreign notes
    16,529        
Financing activities cash flows
  $ 20,398     $ 53,900  
Working capital
  $ 282,205     $ 288,692  
Current ratio
    3.2x       4.7x  
Merchandise turnover
    2.7x       2.6x  
Cash flows from operating activities. Net cash provided by operating activities was $191.0 million for the current period. Net cash generated from the Company’s pawn lending operations, cash advance operations and check cashing operations were $52.9 million, $137.4 million and $743,000, respectively. The

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improvement in cash flows from operating activities in the current period as compared to the prior year period was primarily due to the improvement in results of the pawn lending operations, the continued growth of a subsidiary that offers cash advances online and to the development of cash advance locations opened in recent periods.
     Historically, the Company’s finance and service charge revenue is highest in the fourth fiscal quarter (October through December) primarily due to higher average loan balances. Proceeds from the disposition of merchandise are also generally highest in the Company’s fourth and first fiscal quarters (October through March) primarily due to the holiday season and the impact of tax refunds. The net effect of these factors is that income from operations typically is highest in the fourth and first fiscal quarters and likewise the Company’s cash flow is generally greatest in these two fiscal quarters.
Cash flows from investing activities. The Company’s pawn lending activities used cash of $21.1 million and cash advance activities used cash of $120.0 million during the current period. The Company also invested $48.9 million in property and equipment, including $14.5 million for the development of a new point-of-sale system and $34.4 million for the establishment of new locations, the remodeling of certain locations, as well as development and enhancements to communications and information systems.
     During the nine months ended September 30, 2007, the Company’s acquisition of the assets of pawnshops used cash of $3.7 million. Additionally, during the period, the Company made the first supplemental payment of $33.8 million and paid other acquisition costs of approximately $1.1 million in connection with the acquisition of substantially all of the assets of The Check Giant LLC (“TCG”). To the extent that the defined multiple of consolidated earnings attributable to the business acquired from TCG exceeds the total amounts paid through the supplemental payment measurement dates, as defined in the asset purchase agreement, the Company will make additional payments to the sellers. As of September 30, 2007, the Company has accrued to accounts payable approximately $43.3 million for this payment based on the defined multiple of trailing twelve months earnings through September 30, 2007, expected to be paid in cash in November 2007. The next measurement date will be March 31, 2008.
     During the nine months ended September 30, 2007, the Company received gross proceeds in the amount of $16.8 million on the sale of notes receivable that it had received in 2004 as part of the proceeds from its sale of Svensk Pantbelåning, its former Swedish pawn lending subsidiary. In September 2004, the Company sold Svensk Pantbelåning to Rutland Partners LLP, for cash and two subordinated notes receivable. One of the notes receivable was convertible into approximately 27.7% of the parent company of Svensk Pantbelåning on a fully-diluted basis. In August 2007, Rutland Partners LLP sold Svensk Pantbelåning to a third party who also purchased the notes receivable from the Company. The Company’s total proceeds of $16.8 million represent $12.4 million in the repayment of principal and interest owed on notes receivable and $4.4 million for the value of its conversion rights under the convertible note. For the three months ended September 30, 2007, the Company recognized a pre-tax gain of approximately $6.3 million from the sale of the notes. Proceeds from the sale were used for general corporate purposes, including the repayment of debt and the repurchase of shares in the open market pursuant to an existing share repurchase authorization.
     Management anticipates that capital expenditures for the remainder of 2007 will be approximately $10 to $15 million primarily for the establishment of approximately three to ten combined total of new cash advance-only locations and pawnshops, for the remodeling of selected operating units, and for the continuing development and enhancements to communications and information systems. The additional capital required to make supplemental acquisition payments related to the CashNetUSA acquisition and to pursue other acquisition opportunities is not included in the estimate of capital expenditures because of the uncertainties surrounding such payments or any potential transaction of this nature at this time.
Cash flows from financing activities. During the current period, the Company borrowed $61.3 million under its bank lines of credit. The Company reduced the balance owed on its senior unsecured notes by

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$16.8 million through the scheduled principal payments. Additional uses of cash included $3.1 million for dividends paid. On April 20, 2005, the Board of Directors authorized the Company’s repurchase of up to a total of 1,500,000 shares of its common stock (the “2005 authorization”). Management expects to purchase shares of the Company from time to time in the open market, and funding will come from operating cash flow. During the nine months ended September 30, 2007, 617,600 shares were purchased for an aggregate amount of $21.9 million. In addition, 9,650 shares were acquired as partial payments of taxes for shares issued under stock-based compensation plans for an aggregate amount of $403,000. During the current period, stock options for 67,154 shares were exercised by a member of the board of directors and generated $1.9 million of additional equity. At its regularly scheduled meeting of its Board of Directors on October 24, 2007, the Board established a new authorization for the repurchase of shares in the amount of 1,500,000 and ended the 2005 authorization.
     In March 2007, the Company amended its line of credit to extend the final maturity by two years, to February 2012. The line of credit agreement and the senior unsecured notes require that the Company maintain certain financial ratios. The Company is in compliance with all covenants and other requirements set forth in its debt agreements. A significant decline in demand for the Company’s products and services may cause the Company to reduce its planned level of capital expenditures and lower its working capital needs in order to maintain compliance with the financial ratios in those agreements. A violation of the credit agreement or the senior unsecured note agreements could result in an acceleration of the Company’s debt and increase the Company’s borrowing costs and could adversely affect the Company’s ability to renew its existing credit facility or obtain new credit on favorable terms in the future. The Company does not anticipate a significant decline in demand for its services and has historically been successful in maintaining compliance with and renewing its debt agreements.
     Management believes that the borrowings available ($104.2 million at September 30, 2007) under the credit facilities, cash generated from operations and current working capital of $282.2 million should be sufficient to meet the Company’s anticipated capital requirements for the foreseeable future.
Item 3.   Quantitative and Qualitative Disclosures About Market Risk
     Market risks relating to the Company’s operations result primarily from changes in interest rates, foreign exchange rates, and gold prices. The Company does not engage in speculative or leveraged transactions, nor does it hold or issue financial instruments for trading purposes. There have been no material changes to the Company’s exposure to market risks since December 31, 2006.
Item 4.   Controls and Procedures
     Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management of the Company has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of September 30, 2007 (“Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective (i) to ensure that information required to be disclosed in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated 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 September 30, 2007, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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     The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or internal controls will prevent all possible error and fraud. The Company’s disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s financial controls and procedures are effective at that reasonable assurance level.
PART II. OTHER INFORMATION
Item 1.   Legal Proceedings
     See Note 8 of Notes to Consolidated Financial Statements.
Item 1A.   Risk Factors
     There have been no material changes from the risk factors disclosed in Part 1, Item 1A, of the Company’s 2006 Form 10-K.
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
     (c) The following table provides the information with respect to purchases made by the Company of shares of its common stock during each of the months in the first nine months of 2007:
                                 
                    Total Number of     Maximum Number  
    Total Number     Average     Shares Purchased as     of Shares that May  
    of Shares     Price Paid     Part of Publicly     Yet Be Purchased  
Period   Purchased     Per Share     Announced Plan     Under the Plan (1)  
January 1 to January 31
    3,025 (2)   $ 40.86             1,064,700  
February 1 to February 28
    32,745 (3)     42.81       25,000       1,039,700  
March 1 to March 31
    30,336 (4)     39.70       30,000       1,009,700  
April 1 to April 30
    325 (4)     42.43             1,009,700  
May 1 to May 31
    35,418 (4)     41.68       35,000       974,700  
June 1 to June 30
    62,185 (4)     40.47       61,900       912,800  
July 1 to July 31
    20,168 (5)     37.26       20,000       892,800  
August 1 to August 31
    396,183 (5)     33.07       395,700       497,100  
September 1 to September 30
    50,617 (5)     34.44       50,000       447,100  
 
                         
Total
    631,002     $ 35.39       617,600          
 
                         
 
(1)   On April 20, 2005, the Board of Directors authorized the Company’s repurchase of up to a total of 1,500,000 shares of its common stock. On October 24, 2007, the Board established a new authorization for the repurchase of up to a total of 1,500,000 shares of its common stock and ended the 2005 authorization.
 
(2)   Includes 173 shares purchased on behalf of participants relating to the Company’s Non-Qualified Savings Plan and 2,852 shares received as partial tax payments for shares issued under stock-based compensation plans.
 
(3)   Includes 947 shares purchased on behalf of participants relating to the Company’s Non-Qualified Savings Plan and 6,798 shares received as partial tax payments for shares issued under stock-based compensation plans.
 
(4)   Include shares purchased on behalf of participants relating to the Company’s Non-Qualified Savings Plan of 325, 418, and 285 shares for the months of March, April, May and June, respectively.
 
(5)   Include shares purchased on behalf of participants relating to the Company’s Non-Qualified Savings Plan of 168, 483, and 617 shares for the months of July, August and September, respectively.

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Item 6.   Exhibits
  31.1   Certification of Chief Executive Officer
 
  31.2   Certification of Chief Financial Officer
 
  32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
  32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  CASH AMERICA INTERNATIONAL, INC.
(Registrant)
 
 
  By:   /s/ Thomas A. Bessant, Jr.    
    Thomas A. Bessant, Jr.   
    Executive Vice President and
Chief Financial Officer 
 
Date: October 26, 2007

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