On September 24, 2012, the Board of Directors of the Company approved a plan to significantly modify the business plan and strategy of the Company's Mexico-based pawn operations to include only full-service pawn locations that offer pawn loans based on the pledge of general merchandise and jewelry-based collateral (the "Mexico Reorganization"). In connection with the Mexico Reorganization, the Company has discontinued the operations of 148 of its Mexico-based pawn locations that primarily offered pawn loans based only on the pledge of jewelry-based collateral ("jewelry-only pawn locations"). As of December 31, 2012, the Company was operating 47 full-service pawn locations in Mexico. Prior to the announcement of the Mexico Reorganization, the Company's Mexico-based pawn operations had reported losses from its operations in Mexico, primarily due to unprofitable stores, many of which were jewelry-only pawn locations. The Mexico Reorganization was a result of the Company's decision to modify its strategy in Mexico to achieve profitability in its Mexico-based pawn operations and to evaluate the potential to expand its services to customers in Latin American markets.

The Company previously announced that it anticipates that it will incur total charges relating to the Mexico Reorganization of between $28 million and $32 million. The Mexico Reorganization was substantially complete as of December 31, 2012, and the Company expects that any remaining reorganization items will be completed during 2013. The Company recognized $28.9 million of charges related to the Mexico Reorganization during 2012, of which $21.9 million and $7.0 million of charges were incurred in the third and fourth quarters of 2012, respectively. The Company does not anticipate that it will incur any additional material costs related to the Mexico Reorganization.

This amendment is being filed to include the amounts, as applicable, for each major category of cost associated with the Mexico Reorganization. The following table provides estimated costs, including costs that have already been incurred through December 31, 2012, in connection with the Mexico Reorganization (dollars in thousands):

          Description of Mexico Reorganization Charges          Amount
          Impairment and losses on property and equipment      $  7,478
          Deferred tax asset valuation allowance                  7,161
          Impairment of intangible assets                         5,086
          Employee termination costs                              2,424
          Inventory shrinkage and loss on sale of assets          2,395
          Lease termination costs                                 1,628
          Impairment of other assets                              1,211
          Other restructuring charges                               798
          Uncollectible receivables and other                       692

          Total charges related to the Mexico Reorganization   $ 28,873

See Item 2.05 above.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements about the business, financial condition, operations and prospects of the Company. The actual results of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including, without limitation: changes in domestic and foreign pawn, consumer credit, tax and other laws and governmental rules and regulations applicable to the Company's business or changes in the interpretation or enforcement thereof; the anticipated regulation of consumer financial products and services by the Consumer Financial Protection Bureau; public perception of the Company's business, including its consumer loan business and business practices; the deterioration of the political, regulatory or economic environment in foreign countries where the Company operates or in the future may operate; fluctuations in the price of gold or a deterioration in economic conditions; the effect of any current or future litigation proceedings or any judicial decisions or rule-making that affect the Company, its products or its arbitration agreements; the actions of third parties who provide, acquire or offer products and services to, from or for the Company; the ability of the Company to maintain an allowance or liability for estimated losses on consumer loans that are adequate to absorb credit losses; changes in demand for the Company's services; changes in competition and the continued acceptance of the online channel by the Company's online consumer loan customers; a prolonged interruption in the Company's operations of its facilities, systems and business functions, including its information technology and other business systems; the ability of the Company to attract and retain qualified executive officers; the ability of the Company to open new locations in accordance with its plans or to successfully integrate newly acquired businesses into the Company's operations; interest rate and foreign currency exchange rate fluctuations; changes in the capital markets; changes in the Company's ability to satisfy its debt obligations or to refinance existing debt obligations or obtain new capital to finance growth; cyber attacks and security breaches; acts of God, war or terrorism, pandemics and other events; the effect of any of the above changes on the Company's business or the markets in which it operates; and other risks and uncertainties indicated in the Company's filings with the Securities and Exchange Commission. These risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this report, terms such as "believes," "estimates," "should," "could," "would," "plans," "expects," "anticipates," "may," "forecasts," "projects" and similar expressions and variations as they relate to the Company or its management are intended to identify forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements.