GENERAL

Pawn operations generated 82% of the Company's revenue from continuing operations during the second quarter of 2009. The Company derived approximately 18% of revenue from continuing operations from its short-term consumer loan operations during the second quarter of 2009, which are primarily payday advance and credit services products.

The Company's pawn revenue is derived primarily from service fees on pawn loans and merchandise sales of forfeited pawn collateral and used goods purchased directly from the general public. The Company accrues pawn service charge revenue on a constant-yield basis over the life of the pawn loan for all pawns that the Company deems collection to be probable based on historical pawn redemption statistics. If a pawn loan is not repaid prior to the expiration of the automatic extension period, if applicable, the property is forfeited to the Company and transferred to inventory at a value equal to the principal amount of the loan, exclusive of accrued interest.

The Company's short-term consumer loan revenue is derived primarily from fees on short-term loans and credit services fees. The Company recognizes service fee income on short-term loans on a constant-yield basis over the life of the short-term loan, which is generally thirty-one days or less. The net defaults on short-term loans and changes in the short-term loan valuation reserve are charged to the short-term loan credit loss provision. The credit loss provision is based primarily upon historical credit loss experience, with consideration given to recent credit loss trends, delinquency rates, economic conditions and management's expectations of future credit losses.

The Company offers a fee-based credit services organization program ("CSO program") to assist customers, primarily in Texas markets, in obtaining credit. Under the CSO program, the Company assists customers in applying for a short-term loan from an independent, non-bank, consumer lending company (the "Independent Lender") and issues the Independent Lender a letter of credit to guarantee the repayment of the loan. The Company recognizes credit services fees ratably over the life of the loan made by the Independent Lender. The loans made by the Independent Lender to credit services customers of the Company have terms of 7 to 180 days. The Company records a liability for the estimated fair value of the liability under the letters of credit.

OPERATIONS AND LOCATIONS

As of June 30, 2009, the Company had 539 locations in eleven U.S. states and 18
states in Mexico, which represents a net store-count increase of 18% over the
past twelve months. A total of 18 new store locations were added during the
second quarter of 2009. The following table details store counts for the three
and six months ended June 30, 2009:

                                                              Mexico
                                          U.S. Locations    Locations
                                        ------------------  ----------
                                                              Pawn/
                                                Short-Term  Short-Term
                                         Pawn      Loan        Loan       Total
                                        Stores    Stores      Stores    Locations
                                        ------  ----------  ----------  ---------
Three Months Ended June 30, 2009
Total locations, beginning of period        94         147         284        525
New locations opened                         1           -          15         16
Locations acquired                           2           -           -          2
Discontinued short-term loan operations      -         (4)           -        (4)
                                        ------  ----------  ----------  ---------
Total locations, end of period              97         143         299        539

Six Months Ended June 30, 2009
Total locations, beginning of period        94         162         269        525
New locations opened                         1           3          30         34
Locations acquired                           2           -           -          2
Locations closed or consolidated             -         (1)           -        (1)
Discontinued short-term loan operations      -        (21)           -       (21)
                                        ------  ----------  ----------  ---------
Total locations, end of period              97         143         299        539

For the three and six months ended June 30, 2009, the Company's 50% owned joint venture, Cash & Go, Ltd., operated a total of 39 kiosks located inside convenience stores in the state of Texas, which are not included in the above table.

At June 30, 2009, the Company's credit services operations also include an internet distribution channel for customers in the states of Maryland and Texas.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related revenue and expenses, and disclosure of gain and loss contingencies at the date of the financial statements. Such estimates and assumptions are subject to a number of risks and uncertainties, which may cause actual results to differ materially from the Company's estimates. Both the significant accounting policies that management believes are the most critical to aid in fully understanding and evaluating the reported financial results and the effects of recent accounting pronouncements have been reported in the Company's 2008 Annual Report on Form 10-K.

The functional currency for the Company's Mexican subsidiaries is the Mexican peso. The assets and liabilities of these subsidiaries are translated into U.S. dollars at the exchange rate in effect at each balance sheet date, and the resulting adjustments are accumulated in other comprehensive income (loss) as a separate component of stockholders' equity. Revenue and expenses are translated at the monthly average exchange rates occurring during each year.

The Company's management reviews and analyzes certain operating results in Mexico on a constant currency basis as the Company believes this better represents the Company's underlying business trends. See additional discussion regarding the use of constant currency basis operating results in the section titled "Non-GAAP Financial Information."

Stores included in the same-store revenue calculations are those stores that were opened prior to the beginning of the prior year comparative period and are still open. Also included are stores that were relocated during the year within a specified distance serving the same market, where there is not a significant change in store size and where there is not a significant overlap or gap in timing between the opening of the new store and the closing of the existing store. Non-retail sales of scrap jewelry are included in same-store revenue calculations.

Operating expenses consist of all items directly related to the operation of the Company's stores, including salaries and related payroll costs, rent, utilities, equipment, advertising, property taxes, licenses, supplies and security. Administrative expenses consist of items relating to the operation of the corporate office, including the compensation and benefit costs of corporate management, area supervisors and other operations management personnel, collections operations and personnel, accounting and administrative costs, information technology costs, liability and casualty insurance, outside legal and accounting fees and stockholder-related expenses.

Recent Accounting Pronouncements

See discussion in Note 1 of Notes to Condensed Consolidated Financial Statements.

RESULTS OF CONTINUING OPERATIONS

Three Months Ended June 30, 2009, Compared To The Three Months Ended June 30, 2008

The following table details the components of revenue for the three months ended June 30, 2009, as compared to the three months ended June 30, 2008 (unaudited, in thousands). Constant currency results exclude the effects of foreign currency translation and are calculated by translating current year results at prior year average exchange rates. The Company's management reviews and analyzes business results in a constant currency because the Company believes this better represents the Company's underlying business trends.

                                                                                               Increase/
                                     Three Months Ended                                       (Decrease)
                                          June 30,                                             Constant
                                 --------------------------                                    Currency
                                      2009            2008        Increase/(Decrease)            Basis
                                                              ---------------------------   ---------------
Domestic revenue:
    Pawn retail merchandise       $   15,042       $ 14,915    $         127           1%          1%
    sales
    Pawn scrap jewelry sales           6,556          5,861              695          12%         12%
    Pawn service fees                  8,471          8,044              427           5%          5%
    Short-term loan and credit        13,212         14,620          (1,408)        (10)%       (10)%
    services fees
    Other                                736            882            (146)        (17)%       (17)%
                                    --------         ------      -----------
                                      44,017         44,322            (305)         (1)%        (1)%
                                    --------         ------      -----------

Foreign revenue:
    Pawn retail merchandise           19,013         15,005            4,008          27%         48%
    sales
    Pawn scrap jewelry sales           9,859          9,774               85           1%          1%
    Pawn service fees                 10,372          9,075            1,297          14%         34%
    Short-term loan and credit           876            631              245          39%         61%
    services fees
    Other                                 30              -               30            -           -
                                    --------         ------      -----------
                                      40,150         34,485            5,665          16%         31%
                                    --------         ------      -----------

Total revenue:
    Pawn retail merchandise           34,055         29,920            4,135          14%         25%
    sales
    Pawn scrap jewelry sales          16,415         15,635              780           5%          5%
    Pawn service fees                 18,843         17,119            1,724          10%         20%
    Short-term loan and credit        14,088         15,251          (1,163)         (8)%        (7)%
    services fees
    Other                                766            882            (116)        (13)%       (12)%
                                    --------         ------      -----------
                                  $   84,167       $ 78,807    $       5,360           7%         13%

The following table details pawn receivables, short-term loan receivables, and active CSO loans outstanding from an independent third-party lender as of June 30, 2009, as compared to June 30, 2008 (unaudited, in thousands). Constant currency results exclude the effects of foreign currency translation and are calculated by translating current year balances at the prior year end-of-period exchange rate.

                                                                                                               Increase/
                                                                                                              (Decrease)
                                                    Balance at June 30,                                        Constant
                                                ---------------------------                                    Currency
                                                    2009             2008         Increase/(Decrease)            Basis
                                                                              ---------------------------   ---------------
Domestic customer receivables and CSO loans
outstanding:
    Pawn receivables                             $    28,056       $ 24,785    $     3,271            13%         13%
    Short-term loan receivables, net of                4,197          4,707          (510)          (11)%       (11)%
    allowance
    CSO short-term loans held by independent
          third-party (1)                             10,910         11,631          (721)           (6)%        (6)%
                                                   ---------         ------      ---------
                                                      43,163         41,123          2,040             5%          5%
                                                   ---------         ------      ---------

Foreign customer receivables:
    Pawn receivables                                  24,629         20,803          3,826            18%         38%
    Short-term loan receivables, net of                  835            627            208            33%         57%
    allowance
                                                   ---------         ------      ---------
                                                      25,464         21,430          4,034            19%         39%
                                                   ---------         ------      ---------

Total customer receivables and CSO loans
outstanding:
    Pawn receivables                                  52,685         45,588          7,097            16%         25%
    Short-term loan receivables, net of                5,032          5,334          (302)           (6)%        (3)%
    allowance
    CSO short-term loans held by independent
          third-party (1)                             10,910         11,631          (721)           (6)%        (6)%
                                                   ---------         ------      ---------
                                                 $    68,627       $ 62,553    $     6,074            10%         18%

(1) CSO short-term loans outstanding are comprised of the principal portion of active CSO loans outstanding from an independent third-party lender, which are not included on the Company's balance sheet, net of the Company's estimated fair value of its liability under the letters of credit guaranteeing the loans.

Pawn & Short-Term Loan Operations

The average value of the Mexican peso to the U.S. dollar decreased from 10.4 to 1 in the second quarter of 2008 to 13.3 to 1 in the second quarter of 2009. As a result, the translated revenue results of the Mexican operations into U.S. dollars were diminished by this currency rate fluctuation, especially in the Company's interior (off-border) stores where the majority of transactions are conducted in pesos. However, while the weakening of the Mexican peso negatively affected the translated dollar-value of peso-denominated revenue from Mexico stores located in the interior of the country, the Company benefited from the translation of peso-denominated expenses across all stores in Mexico, in the form of lower reported expenses on a U.S. dollar basis. As a result of this and other natural currency hedges maintained by the Company, the impact of the currency rate fluctuation on second quarter net income and earnings per share was minimal.

The overall increase in year-over-year revenue from the pawn and short-term loan operations was due to a combination of significant same-store pawn revenue growth and the opening of new pawn stores, partially offset by declining U.S. short-term loan revenue. Same-store revenue in the pawn stores (stores that were in operation during all of the second quarter of both 2008 and 2009) increased by 4% on a constant currency basis for the second quarter of 2009. In Mexico, same-store sales increased by 5% on a constant currency basis, while same-store sales in the Company's U.S. pawn stores, which have a mature store base, increased by 2%. Same-store sales declined by 12% in the Company's U.S. short-term/payday loan stores, as a result of increased competition and slowing customer demand. Revenue generated by the new pawn and short-term loan stores opened since April 1, 2008 increased by $9,706,000 on a constant currency basis, compared to the same quarter last year. The revenue growth from Mexico is reflective of continued significant expansion in Mexico, where the Company has concentrated the majority of its store openings over the past several years.

Combined pawn retail and scrap jewelry sales increased by 11% for the quarter, with Mexico stores recording 30% growth on a constant currency basis, and U.S. stores 4% growth. The 5% increase in pawn scrap jewelry sales during the second quarter of 2009 was primarily due to a 1% increase in the quantity of scrap jewelry sold and a 4% increase in the weighted-average selling price of scrap gold. The total volume of gold scrap jewelry sold in the second quarter of 2009 was 16,900 ounces at an average cost of $600 per ounce and an average selling price of $938 per ounce.

Pawn receivables grew by 13% in the U.S., which has a mature store base, while in Mexico, pawn receivables grew by 38% on a constant currency basis. The 10% increase in pawn service charge revenue (20% on a constant currency basis) was consistent with the increase in pawn loan activity, which reflected increased consumer demand in all markets and continued expansion in Mexico. Service fees from short-term loans and credit services decreased 8% compared to the second quarter of 2008, which was reflective of a decline in outstanding U.S. short-term loans and CSO loans. The Company attributes the decline to weakened consumer demand for short-term/payday loan products and increased competition.

The gross profit margin on pawn merchandise sales was 41% during the second quarter of 2009, compared to 43% during the second quarter of 2008. The retail pawn merchandise margin, which excludes scrap jewelry sales, was 43% during the second quarter of 2009, compared to 46% in the second quarter of 2008. Gross margin on sales of scrap jewelry was 36% during the second quarter of 2009, compared to 38% in the second quarter of 2008. The slight decrease in retail margins was reflective of a general weakness in the consumer retailing environment. Pawn inventories increased over the prior year by 7%, which was reflective of growth in pawn receivable balances, especially in Mexico. At June 30, 2009, the Company's pawn inventories were comprised of 47% gold jewelry, 34% electronics, 8% tools and 11% other.

The Company's short-term loan and credit services loss provision was 27% of short-term loan and credit services fee revenue during the second quarter of 2009, compared to 28% in the second quarter of 2008. This improvement in the credit loss provision reflected the maturation of existing stores and fewer new store openings. During the second quarter of 2009, the Company sold bad debt portfolios generated from short-term loan and credit services guarantees for proceeds of $102,000. The Company did not sell bad debt portfolios in the prior-year period.

Pawn and short-term loan store operating expenses increased 4% to $25,079,000 during the second quarter of 2009 compared to $24,056,000 during the second quarter of 2008, primarily as a result of the net addition of 96 new pawn and short-term loan stores since April 1, 2008, which is a 22% increase in the store count. Operating expenses increased approximately 15% on a constant currency basis.

The net store profit contribution from the pawn and short-term loan operations for the current-year quarter was $23,048,000, which equates to a store-level operating margin of 27%, compared to 28% in 2008.

Administrative Expenses, Interest, Taxes & Income

Administrative expenses increased 2% to $7,597,000 during the second quarter of 2009 compared to $7,478,000 during the second quarter of 2008, which reflected increased general management and supervisory compensation expenses, which was partially offset by the impact of the currency fluctuation on administrative expenses in Mexico.

Interest expense increased to $192,000 in the second quarter of 2009, compared to $161,000 for the second quarter of 2008.

For the second quarter of 2009 and 2008, the Company's effective federal income tax rates of 36.9% differed from the federal statutory tax rate of approximately 35%, primarily as a result of state and foreign income taxes.

Income from continuing operations increased by 5% to $9,419,000 during the second quarter of 2009 compared to $9,007,000 during the second quarter of 2008. Including the results from the discontinued operations of Auto Master and the Washington, D.C., Michigan, and Texas short-term loan stores, net income was $11,550,000 during the second quarter of 2009, compared to net income of $6,702,000 during the second quarter of 2008.

Six Months Ended June 30, 2009, Compared To The Six Months Ended June 30, 2008

The following table details the components of revenue for the six months ended
June 30, 2009, as compared to the six months ended June 30, 2008 (unaudited, in
thousands). Constant currency results exclude the effects of foreign currency
translation and are calculated by translating current year results at prior year
average exchange rates. The Company's management reviews and analyzes business
results in a constant currency because the Company believes this better
represents the Company's underlying business trends.

                                                                                          Increase/
                                   Six Months Ended                                       (Decrease)
                                       June 30,                                            Constant
                                -----------------------                                    Currency
                                    2009         2008         Increase/(Decrease)           Basis
                                                          ---------------------------   --------------
Domestic revenue:
    Pawn retail merchandise      $  32,128    $  31,639    $         489           2%            2%
    sales
    Pawn scrap jewelry sales        13,337       12,469              868           7%            7%
    Pawn service fees               17,173       16,463              710           4%            4%
    Short-term loan and credit      26,824       29,795          (2,971)        (10)%         (10)%
    services fees
    Other                            1,650        1,907            (257)        (13)%         (13)%
                                   -------      -------      -----------
                                    91,112       92,273          (1,161)         (1)%          (1)%
                                   -------      -------      -----------

Foreign revenue:
    Pawn retail merchandise         35,640       27,095            8,545          32%           56%
    sales
    Pawn scrap jewelry sales        18,996       18,355              641           3%            3%
    Pawn service fees               19,283       17,109            2,174          13%           33%
    Short-term loan and credit       1,687        1,107              580          52%           78%
    services fees
    Other                               54            -               54            -             -
                                   -------      -------      -----------
                                    75,660       63,666           11,994          19%           35%
                                   -------      -------      -----------

Total revenue:
    Pawn retail merchandise         67,768       58,734            9,034          15%           26%
    sales
    Pawn scrap jewelry sales        32,333       30,824            1,509           5%            5%
    Pawn service fees               36,456       33,572            2,884           9%           17%
    Short-term loan and credit      28,511       30,902          (2,391)         (8)%          (7)%
    services fees
    Other                            1,704        1,907            (203)        (11)%         (10)%
                                   -------      -------      -----------
                                 $ 166,772    $ 155,939    $      10,833           7%           14%

Pawn & Short-Term Loan Operations

The average value of the Mexican peso to the U.S. dollar decreased from 10.6 to 1 in the first half of 2008 to 13.9 to 1 in the first half of 2009. As a result, the translated revenue results of the Mexican operations into U.S. dollars were diminished by this currency rate fluctuation, especially in the Company's interior (off-border) stores where the majority of transactions are conducted in pesos. However, while the weakening of the Mexican peso negatively affected the translated dollar-value of peso-denominated revenue from Mexico stores located in the interior of the country, the Company benefited from the translation of peso-denominated expenses across all stores in Mexico, in the form of lower reported expenses on a U.S. dollar basis. As a result of this and other natural currency hedges maintained by the Company, the impact of the currency rate fluctuation on year-to-date net income and earnings per share was minimal.

The overall increase in year-over-year revenue from the pawn and short-term loan operations was due to a combination of same-store pawn revenue growth and the opening of new pawn stores, partially offset by declining U.S. short-term loan revenue. Same-store revenue in the pawn stores (stores that were in operation during all of the first six months of both 2008 and 2009) increased by 5% on a constant currency basis for the six months ended June 30, 2009. In Mexico, same-store sales increased by 8% on a constant currency basis, while same-store sales in the Company's U.S. pawn stores, which have a mature store base, increased by 2%. Same-store sales declined by 16% in the Company's U.S. short-term/payday loan stores, as a result of increased competition and slowing customer demand. Revenue generated by the new pawn and short-term loan stores opened since January 1, 2008 increased by $18,332,000 on a constant currency basis, compared to the same period last year. The revenue growth from Mexico is reflective of continued significant expansion in Mexico, where the Company has concentrated the majority of its store openings over the past several years.

Combined pawn retail and scrap jewelry sales increased by 12% for the first six months of 2009, with Mexico stores recording 35% growth on a constant currency basis, and U.S. stores 3% growth. The 5% increase in pawn scrap jewelry sales during the first six months of 2009 was primarily due to a 2% increase in the quantity of scrap jewelry sold and a 3% increase in the weighted-average selling price of scrap gold. The total volume of gold scrap jewelry sold during the first six months of 2009 was 33,500 ounces at an average cost of $597 per ounce and an average selling price of $930 per ounce.

Pawn receivables grew by 13% in the U.S., which has a mature store base, while in Mexico, pawn receivables grew by 38% on a constant currency basis. The 9% increase in pawn service charge revenue (17% on a constant currency basis) was consistent with the increase in pawn loan activity, which reflected increased consumer demand in all markets and continued expansion in Mexico. Service fees from short-term loans and credit services decreased 8% compared to the first six months of 2008, which was reflective of a decline in outstanding U.S. short-term loans and CSO loans. The Company attributes the decline to weakened consumer demand for short-term/payday loan products and increased competition.

The gross profit margin on pawn merchandise sales was 41% during the first six . . .