FIRST CASH FINANCIAL SERVICES INC
10-Q, 2000-11-09
MISCELLANEOUS RETAIL
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                                  FORM 10-Q


                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549


                QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934


        For the Quarter Ended         Commission File Number:
         September 30, 2000                   0-19133


                     FIRST CASH FINANCIAL SERVICES, INC.
            (Exact name of registrant as specified in its charter)


             Delaware                           75-2237318
     (State of Incorporation)                 (IRS Employers
                                              Identification
     690 East Lamar, Suite 400                    Number)
         Arlington, Texas
  (Address of principal executive                  76011
             offices)                           (Zip Code)


                                (817)460-3947
             (Registrant's telephone number, including area code)


 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    x       No  ___

 As of  November 10,  2000, there  were 8,796,027  shares of  Company  common
 stock, par value $.01 per share ("Common Stock"), issued and outstanding.
<PAGE>

 Part I.  Financial Information
 Item 1.  Financial Statements
<TABLE>

                     FIRST CASH FINANCIAL SERVICES, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS

                                                September 30,  December 31,
                                                     2000         1999
                                                   -------      -------
                                             (unaudited, amounts in thousands
                                                    except share amounts)
 <S>                                              <C>          <C>
                     ASSETS
 Cash and cash equivalents....................    $  8,885     $ 10,717
 Service charges receivable...................       2,652        3,826
 Receivables..................................      21,073       23,568
 Inventories..................................      18,153       21,091
 Prepaid expenses and other current assets....       2,828        4,487
                                                   -------      -------
    Total current assets .....................      53,591       63,689
 Property and equipment, net..................      11,066       10,954
 Intangible assets, net.......................      53,467       54,600
 Other........................................       4,381        2,196
                                                   -------      -------
                                                  $122,505     $131,439
                                                   =======      =======
      LIABILITIES AND STOCKHOLDERS' EQUITY
 Current portion of long-term debt and
   notes payable..............................    $  1,689     $  1,689
 Accounts payable and accrued expenses........       6,741        4,892
 Income taxes payable.........................         179          183
                                                   -------      -------
    Total current liabilities ................       8,609        6,764
 Revolving credit facility....................      43,000       47,000
 Long-term debt and notes payable,
   net of current portion.....................       3,755        5,020
 Deferred income taxes........................       2,867        3,540
                                                   -------      -------
                                                    58,231       62,324
                                                   -------      -------
 Stockholders' equity:
   Preferred stock; $.01 par value; 10,000,000
     shares authorized; no shares issued
     or outstanding ..........................           -            -
   Common stock; $.01 par value; 20,000,000
     shares authorized; 9,320,868 and
     9,320,868 shares issued, respectively;
     8,796,027 and 8,849,909 shares
     outstanding, respectively ...............          94           93
   Additional paid-in capital ................      50,952       50,953
   Retained earnings .........................      21,486       20,334
   Common stock receivables from officers ....      (5,743)           -
   Common stock held in treasury, at cost,
     524,841 and 470,959 shares, respectively.      (2,515)      (2,265)
                                                   -------      -------
                                                    64,274       69,115
                                                   -------      -------
                                                  $122,505     $131,439
                                                   =======      =======

          See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
                     FIRST CASH FINANCIAL SERVICES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME


                                 Three Months Ended    Nine Months Ended
                                 -------------------  --------------------
                                 Sept. 30, Sept. 30,  Sept. 30,  Sept. 30,
                                   2000      1999       2000       1999
                                  -------   -------    -------    -------
                           (unaudited, in thousands, except per share amounts)
 <S>                             <C>       <C>        <C>        <C>
 Revenues:
      Merchandise sales.......   $ 12,662  $ 11,879   $ 40,663   $ 37,807
      Service charges.........     12,004    10,532     33,975     28,789
      Check cashing fees......        536       530      1,687      1,639
      Other...................        505       408      1,703      1,440
                                  -------   -------    -------    -------
                                   25,707    23,349     78,028     69,675
                                  -------   -------    -------    -------
 Cost of goods sold and expenses:
      Cost of goods sold......      8,071     8,178     26,482     25,517
      Operating expenses......     11,685     9,844     34,992     28,154
      Interest expense........        721       733      2,185      1,917
      Depreciation............        564       405      1,618      1,121
      Amortization............        379       375      1,137      1,119
      Administrative expenses.      2,494     1,512      6,069      4,270
                                  -------   -------    -------    -------
                                   23,914    21,047     72,483     62,098
                                  -------   -------    -------    -------
 Income before income taxes...      1,793     2,302      5,545      7,577
 Provision for income taxes...        690       933      2,107      2,914
                                  -------   -------    -------    -------
 Income before cumulative
   effect of change in
   accounting principle.......      1,103     1,369      3,438      4,663
 Cumulative effect on prior
   years of change in
   accounting principle.......          -         -     (2,287)         -
                                  -------   -------    -------    -------
 Net income...................   $  1,103  $  1,369   $  1,151   $  4,663
                                  =======   =======    =======    =======
 Net income per share:
   Basic
     Income before cumulative
       effect of change
       in accounting principle   $   0.13  $   0.16   $   0.39   $   0.54
     Cumulative effect of
       change in accounting
       principle .............          -         -      (0.26)         -
                                  -------   -------    -------    -------
     Net income ..............   $   0.13  $   0.16   $   0.13   $   0.54
                                  =======   =======    =======    =======
   Diluted
     Income before cumulative
       effect of change
       in accounting principle   $   0.13  $   0.15   $   0.39   $   0.50
     Cumulative effect of
       change in accounting
       principle .............          -         -      (0.26)         -
                                  -------   -------    -------    -------
     Net income ..............   $   0.13  $   0.15   $   0.13   $   0.50
                                  =======   =======    =======    =======
 Unaudited pro forma amounts
   assuming retroactive
   application of change
   in accounting principle:
   Revenues ..................   $ 25,707  $ 22,215   $ 78,028   $ 66,234
   Net income ................      1,103     1,214      3,438      4,195
   Basic earnings per share ..       0.13      0.14       0.39       0.49
   Diluted earnings per share        0.13      0.13       0.39       0.45


          See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>

                     FIRST CASH FINANCIAL SERVICES, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                           Nine-Month Period
                                          Ended September 30,
                                                     2000         1999
                                                   -------      -------
                                                (unaudited, in thousands)
 <S>                                              <C>          <C>
 Cash flows from operating activities:
   Net income ..............................      $  1,151     $  4,663
   Adjustments to reconcile net income to
    net cash flows from operating activities:
      Depreciation and amortization.........         2,755        2,240
      Cumulative effect of change in
        accounting principle................         2,287            -
   Adjustments to reconcile net income to net
     cash provided (used) by Operating activities:
    Service charges receivable .............           298         (270)
    Inventories ............................           409       (3,030)
    Prepaid expenses and other assets ......        (3,096)      (1,359)
   Accounts payable and accrued expenses ...         1,849          345
    Income taxes payable  ..................           695          244
                                                   -------      -------
      Net cash flows provided by operating
      activities ...........................         6,348        2,833
                                                   -------      -------
 Cash flows from investing activities:
   Net (increase) decrease in receivables ..         2,241       (2,303)
   Purchases of property and equipment .....        (1,730)      (2,220)
   Acquisition of existing stores ..........            (4)      (1,008)
                                                   -------      -------
      Net cash flows provided (used) by
        investing activities ...............           507       (5,531)
                                                   -------      -------
 Cash flows from financing activities:
   Proceeds from debt ......................         6,272       15,800
   Repayments of debt ......................       (11,537)      (9,502)
   Purchase of treasury stock ..............          (250)           -
   Common stock receivable from officers ...        (3,172)        (608)
   Registration fees .......................             -          (12)
   Proceeds from exercise of stock options .             -           81
                                                   -------      -------
      Net cash flows provided (used) by
        financing activities ...............        (8,687)       5,759
                                                   -------      -------
 Change in cash and cash equivalents........        (1,832)       3,061
 Cash and cash equivalents at beginning of
   the period                                       10,717        4,458
                                                   -------      -------
 Cash and cash equivalents at end of the period   $  8,885     $  7,519
                                                   =======      =======
 Supplemental disclosure of cash flow information:
   Cash paid during the period for:
    Interest ...............................      $  2,148     $  1,934
    Income taxes ...........................      $  1,418     $  1,585


          See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>

                     FIRST CASH FINANCIAL SERVICES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

 Note 1 - Basis of Presentation

      The accompanying unaudited condensed consolidated financial statements,
 including the notes thereto,  include the accounts  of First Cash  Financial
 Services, Inc.  (the "Company")  and its  wholly-owned subsidiaries.    Such
 unaudited consolidated financial statements are condensed and do not include
 all disclosures  and footnotes  required  by generally  accepted  accounting
 principles for complete financial statements.  Such interim period financial
 statements should be  read in  conjunction with  the Company's  consolidated
 financial statements which are included in  the Company's December 31,  1999
 Annual Report  on Form  10-K.   All  significant intercompany  accounts  and
 transactions have  been  eliminated  in  consolidation.    The  consolidated
 financial statements as of September 30, 2000 and December 31, 1999 and  for
 the periods  ended  September  30,  2000 and  1999  are  unaudited,  but  in
 management's opinion,  include all  adjustments (consisting  of only  normal
 recurring adjustments) considered necessary to present fairly the  financial
 position, results of  operations and cash  flows for  such interim  periods.
 Operating  results  for  the  period  ended  September  30,  2000  are   not
 necessarily indicative of  the results  that may  be expected  for the  full
 fiscal year.

 Note 2 - Revolving Credit Facility

      The Company currently maintains a $55,000,000 long-term line of  credit
 with a group of  commercial lenders (the "Credit  Facility").  At  September
 30, 2000,  $43,000,000 was  outstanding under  this Credit  Facility and  an
 additional $4,400,000 was available to the Company pursuant to the available
 borrowing base.  The Credit Facility bears interest at the prevailing  LIBOR
 rate (which was approximately 6.6% at September 30, 2000) plus one  percent,
 and matures  on September  1,  2002.   Amounts  available under  the  Credit
 Facility are limited to 325% of the Company's earnings before income  taxes,
 interest, depreciation  and amortization  for  the trailing  twelve  months.
 Under the terms of the Credit Facility, the Company is required to  maintain
 certain financial ratios and comply with  certain technical covenants.   The
 Company was in compliance with these  requirements and covenants during  the
 nine months ended September 30, 2000 and as of November 10, 2000.
<PAGE>

 Note 3 - Earnings Per Share

         The following table sets forth the computation of basic and  diluted
 earnings per share including the unaudited pro forma amounts reflecting  the
 effect of retroactive application of the change in accounting principle  for
 income recognition on  pawn service loans  (in thousands,  except per  share
 data):

<TABLE>
                                     Three Months Ended    Nine Months Ended
                                     -------------------  --------------------
                                     Sept. 30, Sept. 30,  Sept. 30,  Sept. 30,
                                       2000      1999       2000       1999
                                      -------   -------    -------    -------
<S>                                  <C>       <C>        <C>        <C>
Numerator:
  Income before cumulative effect
   of change in accounting principle
   for calculating basic and diluted
   earnings per share                $  1,103  $  1,369   $  3,438   $  4,663
  Cumulative effect on prior years
   of change in accounting principle
   for calculating basic and diluted
   earnings per share                       -         -     (2,287)         -
                                      -------   -------    -------    -------
  Net income for calculating basic
   and diluted earnings per share    $  1,103  $  1,369   $  1,151   $  4,663
                                      =======   =======    =======    =======
  Pro forma net income assuming
   retroactive application of change
   in accounting principle           $  1,103  $  1,214   $  3,438   $  4,195
                                      =======   =======    =======    =======
Denominator:
  Weighted-average common
   shares for calculating basic
   earnings per share                   8,796     8,630      8,819      8,624
  Effect of dilutive securities:
   Stock options and warrants               -       560         71        530
   Contingently issuable shares
   due to acquisitions                      -       212          -        214
                                      -------   -------    -------    -------
  Weighted-average common
   shares for calculating diluted
   earnings per share                   8,796     9,402      8,890      9,368
                                      =======   =======    =======    =======
Basic earnings per share:
  Income before cumulative effect
   of change in accounting principle $   0.13  $   0.16    $  0.39   $   0.54
  Cumulative effect of change in
   accounting principle                     -         -      (0.26)         -
                                      -------   -------    -------    -------
  Net income                         $   0.13  $   0.16    $  0.13   $   0.54
                                      =======   =======    =======    =======
  Pro forma net income               $   0.13  $   0.14    $  0.39   $   0.49
                                      =======   =======    =======    =======
Diluted earnings per share:
  Income before cumulative effect
   of change in accounting principle $   0.13  $   0.15    $  0.39   $   0.50
  Cumulative effect of change in
   accounting principle                     -         -      (0.26)         -
                                      -------   -------    -------    -------
  Net income                         $   0.13  $   0.15    $  0.13   $   0.50
                                      =======   =======    =======    =======
  Pro forma net income               $   0.13  $   0.13    $  0.39   $   0.45
                                      =======   =======    =======    =======
</TABLE>
<PAGE>

 Note 4 - Change in Accounting Principle

      Effective January 1,  2000, the Company  changed its  method of  income
 recognition on pawn loans.  The Company accrues pawn service charge  revenue
 on a  constant  yield  basis for  all  pawn  loans that  the  Company  deems
 collection to be  probable based on  historical loan redemption  statistics.
 For loans not repaid, the cost of forfeited collateral (inventory) is stated
 at the lower of  cost (cash amount loaned)  or market.   Prior to 2000,  the
 Company recognized service charge income on a constant yield basis over  the
 initial loan period for all pawn loans written.  Service charges  applicable
 to the extension periods or additional  loan periods were not recognized  as
 income until the loan was repaid  or renewed.  If  the loan was not  repaid,
 the carrying value of the forfeited collateral (inventory) was stated at the
 lower of cost (the principal amount loaned plus accrued service charges)  or
 market.  The Company believes the  accounting change provides a more  timely
 matching  of  revenues  and  expenses  with  which  to  measure  results  of
 operations.  The cumulative  effect of the accounting  method change on  all
 periods since  inception  of  the  Company  through  December  31,  1999  is
 $2,287,000 (after an income tax benefit of $1,373,000) and is included as  a
 one-time reduction to  net income for  the nine months  ended September  30,
 2000.  Operating results for the  three and nine months ended September  30,
 2000 have been calculated  using the new accounting  method.  The  unaudited
 pro forma amounts shown  in the statements of  income reflect the effect  of
 retroactive application on pawn service charges,  cost of sales and  related
 income taxes.

 Note 5 - Operating Segment Information

      The Company  has three  reportable operating  segments:   pawn  lending
 stores, check cashing/payday  advance stores,  and a  software and  hardware
 provider.   The  Company's  pawn stores  offer  non-recourse  loans  on  the
 collateral of  pledged  tangible personal  property.   The  Company's  check
 cashing and payday advance stores provide check cashing services, short-term
 unsecured consumer loans, bill payment services, money transfer services and
 money order sales.   The  Company's computer  software subsidiary,  Answers,
 etc., provides  turnkey  point of  sale  operating systems  to  other  check
 cashing and payday advance operators unaffiliated with the Company.
<PAGE>

      Management of the Company evaluates performance based on the  operating
 income of each segment.   There are  no intersegmental sales.   Each of  the
 segments are supervised separately.  Information concerning the segments  is
 set forth below (in thousands):
<TABLE>
                                             Check Cashing/
                                       Pawn  Payday Advance
                                      Stores     Stores    Software Consolidated
                                      -------   -------    -------    -------
<S>                                  <C>       <C>        <C>        <C>
Three Months Ended September 30, 2000
-------------------------------------
 Total revenues                      $ 20,869  $  4,359   $    479   $ 25,707
 Depreciation and amortization            853        48         42        943
 Income before interest and
   income taxes                         1,040     1,736       (262)     2,514
 Total assets at September 30, 2000    87,809    32,421      2,275    122,505
 Capital expenditures                     338        29         21        388

Three Months Ended September 30, 1999
-------------------------------------
 Total revenues (pro forma)            17,214     3,951      1,050     22,215
 Depreciation and amortization            733        29         18        780
 Income before interest and income
   taxes (pro forma)                    1,141     1,393        241      2,775
 Total assets at September 30, 1999    91,084    31,823      2,568    125,475
 Capital expenditures                     633       131         85        849

Nine Months Ended September 30, 2000
------------------------------------
 Total revenues                        64,085    12,324      1,619     78,028
 Depreciation and amortization          2,507       137        111      2,755
 Income before interest and income
   taxes                                3,798     4,703       (771)     7,730
 Total assets at September 30, 2000    87,809    32,421      2,275    122,505
 Capital expenditures                   1,244       281        177      1,702

Nine Months Ended September 30, 1999
------------------------------------
 Total revenues (pro forma)            53,126    10,405      2,703     66,234
 Depreciation and amortization          1,771       402         67      2,240
 Income before interest and income
   taxes (pro forma)                    4,497     3,762        479      8,738
 Total assets at September 30, 1999    91,084    31,823      2,568    125,475
 Capital expenditures                   1,667       331        248      2,246

</TABLE>
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 GENERAL

      First Cash  Financial  Services, Inc.  is  the nation's  third  largest
 publicly traded  pawnshop  operator and  currently  owns and  operates  pawn
 stores in  Texas,  Oklahoma,  Washington, D.C.,  Maryland,  Missouri,  South
 Carolina, Virginia and  Mexico.  The  Company's pawn stores  engage in  both
 consumer finance and  retail sales activities.   The  Company's pawn  stores
 provide a  convenient  source  for consumer  loans,  lending  money  against
 pledged tangible personal  property such as  jewelry, electronic  equipment,
 tools, sporting  goods  and  musical equipment.    These  pawn  stores  also
 function as retailers of previously-owned merchandise acquired in  forfeited
 pawn transactions  and  over-the-counter  purchases  from  customers.    The
 Company's pawn  stores also  offer short-term,  unsecured advances  ("payday
 advances").

      The Company also currently owns check cashing and payday advance stores
 in California,  Washington, Oregon,  Illinois and  Washington, D.C.    These
 stores provide a broad range of consumer financial services, including check
 cashing, money order sales, wire transfers, bill payment services and payday
 advances.  The  Company also owns  Answers, etc., a  company which  provides
 computer hardware and software to over  1,900 third party check cashing  and
 payday  advance  operators  throughout  the  country,  as  well  as  ongoing
 technical support.  In addition, the Company is a 50% partner in Cash &  Go,
 Ltd., a joint  venture which owns  financial service  kiosks located  inside
 convenience stores.

      Although the  Company has  had significant  increases in  revenues  due
 primarily to acquisitions and secondarily to new store openings, the Company
 has also  incurred  increases  in operating  expenses  attributable  to  the
 additional stores and increases  in administrative expenses attributable  to
 building a  management  team  and the  support  personnel  required  by  the
 Company's growth.  Operating expenses consist of all items directly  related
 to the operation  of the Company's  stores, including  salaries and  related
 payroll costs,  rent,  utilities,  advertising,  property  taxes,  licenses,
 supplies, security and net returned checks.  Administrative expenses consist
 of items relating to  the operation of the  corporate office, including  the
 salaries of  corporate  officers,  area supervisors  and  other  management,
 accounting and  administrative  costs,  liability  and  casualty  insurance,
 outside legal expenses,  claims and legal  settlements, and accounting  fees
 and stockholder-related expenses.
<PAGE>

      Effective January 1,  2000, the Company  changed its  method of  income
 recognition on pawn loans.  The Company accrues pawn service charge  revenue
 on a  constant  yield  basis for  all  pawn  loans that  the  Company  deems
 collection to be  probable based on  historical loan redemption  statistics.
 For loans not repaid, the cost of forfeited collateral (inventory) is stated
 at the lower of  cost (cash amount loaned)  or market.   Prior to 2000,  the
 Company recognized service charge income on a constant yield basis over  the
 initial loan period for all pawn loans written.  Service charges  applicable
 to the extension periods or additional  loan periods were not recognized  as
 income until the loan was repaid  or renewed.  If  the loan was not  repaid,
 the carrying value of the forfeited collateral (inventory) was stated at the
 lower of cost (the principal amount loaned plus accrued service charges)  or
 market.  The Company believes the  accounting change provides a more  timely
 matching  of  revenues  and  expenses  with  which  to  measure  results  of
 operations.  The cumulative  effect of the accounting  method change on  all
 periods since  inception  of  the  Company  through  December  31,  1999  is
 $2,287,000 (after an income tax benefit of $1,373,000) and is included as  a
 one-time reduction to  net income for  the nine months  ended September  30,
 2000.

      For purposes of comparison and discussion of the financial results, the
 following analysis compares the  three and nine  months ended September  30,
 2000 to the  three and  nine months  ended September  30, 1999  based on  an
 unaudited pro  forma retroactive  application using  the changed  accounting
 principle for the three and nine months ended September 30, 1999.

 RESULTS OF OPERATIONS

 Three months ended  September 30, 2000  compared to the  three months  ended
 September 30, 1999

      Total revenues increased 16% to $25,707,000 for the three months  ended
 September 30, 2000 ("the  Third Quarter of 2000")  as compared to pro  forma
 revenues of $22,215,000 for the three months ended September 30, 1999  ("the
 Third Quarter of  1999").   Of the  $3,492,000 increase  in total  revenues,
 $737,000 relates to revenues generated by  the 12 stores acquired or  opened
 subsequent to July 1, 1999.  The remaining increase of $2,755,000 relates to
 the 13%  same  store  revenue increase  at  the  138 stores  which  were  in
 operation during all of the Third Quarter  of 1999 and the Third Quarter  of
 2000.  Of the  $3,492,000 increase in total  revenues, 23%, or $784,000  was
 attributable  to  increased  merchandise  sales,  74%,  or  $2,601,000   was
 attributable to increased service charges, 3%, or $101,000 was  attributable
 to increased  other  income,  and the  remaining  increase  of  $6,000,  was
 attributable to an increase in check cashing fees.  As a percentage of total
 revenues, merchandise  sales  decreased from  51%  to 49%,  service  charges
 increased from 45% to 47%, check cashing fees and other income represented a
 combined 4% of total revenues during both the Third Quarter of 1999 and  the
 Third Quarter  of 2000.   The  pro forma  gross profit  as a  percentage  of
 merchandise sales decreased to 36% during the Third Quarter of 2000 compared
 to 38% during the Third Quarter of 1999.

      The aggregate  receivables balance  (pawn loans  plus payday  advances)
 decreased 8% from $22,970,000 as of September 30, 1999 to $21,073,000 as  of
 September 30, 2000.   The  $1,897,000 decrease  consists of  an increase  of
 $1,486,000 which  was  attributable to  the  12 stores  acquired  or  opened
 subsequent to September 30, 1999, net of a $3,383,000 decrease in  aggregate
 receivable balances at  the 138 stores  in operation at  both September  30,
 1999 and September 30, 2000.
<PAGE>

      Operating expenses  increased  19%  to  $11,685,000  during  the  Third
 Quarter of 2000  compared to $9,844,000  during the Third  Quarter of  1999,
 primarily as a result of  an increase in net  returned items related to  the
 introduction of  payday  advances  in most  of  the  Company's  pawn  stores
 subsequent to the Third Quarter of 1999.  Administrative expenses  increased
 65% to $2,494,000 during  the Third Quarter of  2000 compared to  $1,512,000
 during the Third  Quarter of  1999, primarily  due to  legal expense,  legal
 settlements, the addition of supervisory staff and other overhead related to
 the introduction of payday advances in the Company's pawn stores.   Interest
 expense decreased 2% from $733,000 in the Third Quarter of 1999 to  $721,000
 in the Third Quarter of  2000, primarily due to  the overall lower level  of
 debt during the Third Quarter of 2000 compared to the Third Quarter of 1999.

      For the  Third Quarter  of 2000  and  the Third  Quarter of  1999,  the
 Company's tax  provisions of  38% and  40%, respectively,  of income  before
 income taxes differed from the statutory  federal rate of 34% primarily  due
 to state income taxes, net of the federal tax benefit.

 Nine months ended September 30, 2000 compared to Nine months ended September
 30, 1999

      Total revenues increased 18% to $78,028,000  for the nine months  ended
 September 30, 2000 (the "Nine-Month 2000  Period") as compared to pro  forma
 revenues of $66,234,000 for  the nine months ended  September 30, 1999  (the
 "Nine-Month 1999 Period").  Of the  $11,794,000 increase in total  revenues,
 $9,138,000 relates to the  15% same store increase  at the 135 stores  which
 were in operation throughout both the  Nine-Month 1999 Period and the  Nine-
 Month 2000  Period.   The remaining  increase  of $2,656,000  resulted  from
 revenues generated by 16 stores which were acquired or opened subsequent  to
 January 1, 1999.   In addition, 24%  of the increase  in total revenues,  or
 $2,857,000,  was  attributable  to  increased  merchandise  sales,  73%,  or
 $8,585,000, was  attributable  to  increased service  charges,  $50,000  was
 attributable to increased check cashing fees, and the remaining increase  of
 $302,000, or 2%, was  attributable to the  increase in other  income.  As  a
 percentage of total revenues,  merchandise sales decreased  from 54% to  52%
 during the Nine-Month 2000  Period compared to  the Nine-Month 1999  Period,
 while service charges  increased from 41%  to 44%.   Check cashing fees  and
 other income represented a combined 4%  of total revenues in both the  Nine-
 Month 1999  Period and  the Nine-Month  2000 Period.   The  pro forma  gross
 profit as a percentage of merchandise sales decreased from 40% in the  Nine-
 Month 1999 Period to 35% in the Nine-Month 2000 Period.

      The aggregate  receivables balance  (pawn loans  plus payday  advances)
 decreased 8% from $22,970,000 as of September 30, 1999 to $21,073,000 as  of
 September 30, 2000.   The  $1,897,000 decrease  consists of  an increase  of
 $1,486,000 which  was  attributable to  the  12 stores  acquired  or  opened
 subsequent to September 30, 1999, net of a $3,383,000 decrease in  aggregate
 receivable balances at  the 138 stores  in operation at  both September  30,
 1999 and September 30, 2000.
<PAGE>

      Operating expenses increased 24%  to $34,992,000 during the  Nine-Month
 2000 Period  compared  to $28,154,000  during  the Nine-Month  1999  Period,
 primarily as a result of  an increase in net  returned items related to  the
 introduction of  payday  advances  in most  of  the  Company's  pawn  stores
 subsequent to January  1, 1999.   Administrative expenses  increased 42%  to
 $6,069,000 during the Nine-Month 2000  Period compared to $4,270,000  during
 the  Nine-Month  1999   Period  primarily  due   to  legal  expense,   legal
 settlements, the addition of supervisory staff and other overhead related to
 the introduction of payday advances in the Company's pawn stores.   Interest
 expense increased 14% to $2,185,000 in  the Nine-Month 2000 Period  compared
 to $1,917,000 in the Nine-Month 1999 Period primarily due to higher interest
 rates and higher debt levels in early 2000.

      For both  the  Nine-Month 2000  and  1999 Periods,  the  Company's  tax
 provisions of 38% of income before income taxes differed from the  statutory
 rate of 34%  primarily due to  state income taxes,  net of  the federal  tax
 benefit.

 LIQUIDITY AND CAPITAL RESOURCES

      The Company's operations and acquisitions have been financed with funds
 generated from operations, bank  and other borrowings,  and the issuance  of
 the Company's securities.

      The Company currently maintains a $55,000,000 long-term line of  credit
 with a group of  commercial lenders (the "Credit  Facility").  At  September
 30, 2000,  $43,000,000 was  outstanding under  this Credit  Facility and  an
 additional $4,400,000 was available to the Company pursuant to the available
 borrowing base.  The Credit Facility bears interest at the prevailing  LIBOR
 rate (which was approximately 6.6% at September 30, 2000) plus one  percent,
 and matures  on September  1,  2002.   Amounts  available under  the  Credit
 Facility are limited to 325% of the Company's earnings before income  taxes,
 interest, depreciation  and amortization  for  the trailing  twelve  months.
 Under the terms of the Credit Facility, the Company is required to  maintain
 certain financial ratios and comply with  certain technical covenants.   The
 Company was in compliance with these  requirements and covenants during  the
 nine months ended  September 30,  2000 and  as of  November 10,  2000.   The
 Company is required  to pay an  annual commitment fee  of 1/8 of  1% on  the
 average daily unused portion of the Credit Facility commitment.  The Company
 is prohibited from paying dividends to its stockholders.  Substantially  all
 of the unencumbered assets  of the Company have  been pledged as  collateral
 against indebtedness under the Credit Facility.

      As of September 30,  2000, the Company's  primary sources of  liquidity
 were $8,885,000 in cash and cash equivalents, $2,652,000 in service  charges
 receivable, $21,073,000  in  receivables,  $18,153,000  in  inventories  and
 $4,400,000  of  available  and  unused  funds  under  the  Company's  Credit
 Facility.   The Company  had working  capital as  of September  30, 2000  of
 $44,982,000 and a total liabilities to equity ratio of 0.90 to 1.

      Net cash provided by  operating activities for  the Company during  the
 Nine-Month 2000 Period was $6,348,000  as compared with $2,833,000  provided
 by operating  activities  during  the Nine-Month  1999  Period.    Net  cash
 provided by  investing  activities during  the  Nine-Month 2000  Period  was
 $507,000 as compared with $5,531,000 used by investing activities during the
 Nine-Month  1999  Period.    Net  cash  used  for  financing  activities  of
 $8,687,000 during the Nine-Month 2000 Period  compares to net cash  provided
 by financing activities of $5,759,000 during the Nine-Month 1999 Period.
<PAGE>

      The profitability  and liquidity  of the  Company are  affected by  the
 amount of  pawn  loans outstanding,  which  is  controlled in  part  by  the
 Company's pawn lending  decisions.   The Company  is able  to influence  the
 frequency of forfeiture of collateral by increasing or decreasing the amount
 loaned in relation  to the resale  value of the  pledged property.   Tighter
 credit decisions  generally  result in  smaller  loans in  relation  to  the
 estimated resale value of the pledged property and can thereby decrease  the
 Company's aggregate loan  balance and, consequently,  decrease pawn  service
 charges.  Additionally, small  loans in relation  to the pledged  property's
 estimated sale  value tend  to increase  loan  redemptions and  improve  the
 Company's liquidity.  Conversely, providing larger loans in relation to  the
 estimated sale value of  the pledged property can  result in an increase  in
 the Company's  pawn  service  charge income.    Also,  larger  average  loan
 balances can result in an increase in loan forfeitures, which increases  the
 quantity of  goods  on hand  and,  unless the  Company  increases  inventory
 turnover, reduces the Company's  liquidity.  In each  of the Company's  last
 three fiscal years, at least 70% of  the amounts loaned were either paid  in
 full or renewed.   The Company's  renewal policy allows  customers to  renew
 pawn loans by repaying all accrued interest on such pawn loans.  In addition
 to these factors, the Company's liquidity  is affected by merchandise  sales
 and the pace of store expansions.

      Management believes that the Credit  Facility, current assets and  cash
 generated from operations  will be sufficient  to accommodate the  Company's
 current operations for at least the next twelve months.  The Company has  no
 significant capital  commitments  as of  November  10, 2000.    The  Company
 currently has no  written commitments  for additional  borrowings or  future
 acquisitions; however,  the Company  intends to  continue to  grow and  will
 likely seek additional capital  to facilitate expansion.   The Company  will
 evaluate  acquisitions,  if  any,   based  upon  opportunities,   acceptable
 financing, purchase price, strategic fit and qualified management personnel.

      The Company  intends to  continue  to engage  in  a plan  of  expansion
 through existing  store acquisitions  and new  store  openings.   While  the
 Company continually looks for, and is presented with, potential  acquisition
 candidates, the Company has no definitive  plans or commitments for  further
 acquisitions.   If  the  Company encounters  an  attractive  opportunity  to
 acquire or  open a  new store  in the  near future,  the Company  will  seek
 additional financing, the terms  of which will be  negotiated on a  case-by-
 case basis.  Between October 1, 2000 and November 10, 2000, the Company  did
 not open or  acquire any new  stores.  All  store openings and  acquisitions
 during the nine months ended September 30, 2000 were financed with  proceeds
 from the Company's Credit Facility and with cash generated from operations.
<PAGE>

 FORWARD LOOKING INFORMATION

      This report  contains  certain  statements  that  are  "forward-looking
 statements" within the  meaning of  Section 27A  of the  Securities Act  and
 Section 21E  of  the  Exchange  Act.    Forward-looking  statements  can  be
 identified by the  use of  forward-looking terminology  such as  "believes,"
 "expects," "may," "estimates," "will,"  "should," "plans," or  "anticipates"
 or  the  negative  thereof,  or  other  variations  thereon,  or  comparable
 terminology, or by discussions  of strategy.   Such statements include,  but
 are not limited to, the discussions of the Company's operations,  liquidity,
 and capital  resources.   Forward-looking  statements  are included  in  the
 "Liquidity and Capital Resources" section of  this annual report.   Although
 the Company  believes that  the  expectations reflected  in  forward-looking
 statements are reasonable, there can be no assurances that such expectations
 will prove to be accurate.   Generally, these statements relate to  business
 plans, strategies, anticipated strategies,  levels of capital  expenditures,
 liquidity and  anticipated capital  funding needed  to effect  the  business
 plan.   All phases of  the Company's operations are  subject to a number  of
 uncertainties, risks and  other influences, many  of which  are outside  the
 control of the Company and cannot be predicted with any degree of  accuracy.
 Factors such as changes in regional or national economic conditions, changes
 in governmental  regulations,  unforeseen litigation,  changes  in  interest
 rates or tax rates,  significant changes in the  prevailing market price  of
 gold, future business decisions and other uncertainties may cause results to
 differ materially from those anticipated by  some of the statements made  in
 this report.   In light  of the  significant uncertainties  inherent in  the
 forward-looking statements  made  in  this report,  the  inclusion  of  such
 statements should not be regarded as a representation by the Company or  any
 other person that the objectives and plans of the Company will be  achieved.
 Security holders are cautioned that such forward-looking statements  involve
 risks and uncertainties.  The  forward-looking statements contained in  this
 report speak only as of  the date of this  report and the Company  expressly
 disclaims any obligation or undertaking to release any updates or  revisions
 to any such statement to reflect any change in the Company's expectations or
 any change in events, conditions or circumstance on which any such statement
 is based.
<PAGE>

                         PART II.  OTHER INFORMATION

 ITEM 2.  Changes in securities

       b.  During the quarter ended June 30, 2000, the Company repurchased
           53,882 shares of common stock for an aggregate purchase price of
           $250,000.

 ITEM 4.  Submission of matters to a vote of security holders

 ITEM 6.  Exhibits and reports on Form 8-K

       a.  Exhibits

       27.0  Financial Data Schedules (Edgar version only).

<PAGE>

                                  SIGNATURES

 Pursuant to the  requirements of the  Securities Exchange Act  of 1934,  the
 registrant has duly caused  this report to  be signed on  its behalf by  the
 undersigned thereunto duly authorized.


 Dated:  November 10, 2000               FIRST CASH FINANCIAL SERVICES, INC.
                                         (Registrant)


 /s/ Phillip E. Powell                   /s/ Rick L. Wessel
 -------------------------               ------------------------
 Phillip E. Powell                       Rick L. Wessel
 Chairman of the Board and               Chief Accounting Officer
 Chief Executive Officer



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