As filed with the Securities and Exchange Commission on December 14, 2004

Registration No. 333-118227

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 8 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Advance America, Cash Advance Centers, Inc.
(Exact name of registrant as specified in its charter)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.    o

CALCULATION OF REGISTRATION FEE

(1)

Includes 3,225,000 shares of Common Stock which the underwriters have the option to purchase to cover over-allotments, if any.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3)

Calculated as (a) $345,000,000 at $126.70 per million, or $43,711.50, which was paid to the Commission on August 11, 2004 in connection with the filing of the registration statement, plus (b) $25,875,000 at $117.70 per million, or $3,045.49, which was paid to the Commission on December 13, 2004.

        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued December 14, 2004

21,500,000 Shares

COMMON STOCK

Advance America, Cash Advance Centers, Inc. is offering 14,333,333 shares of its common stock and the selling stockholders are offering 7,166,667 shares. This is our initial public offering and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $13.00 and $15.00 per share.

Our common stock has been approved for listing on the New York Stock Exchange under the symbol "AEA."

Investing in our common stock involves risks. See "Risk Factors" beginning on page 10.

PRICE $        A SHARE

Our selling stockholders have granted the underwriters the right to purchase up to an additional 3,225,000 shares of common stock to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers on                           , 2004.

MORGAN STANLEY

BANC OF AMERICA SECURITIES LLC WACHOVIA SECURITIES

                        , 2004

TABLE OF CONTENTS

        You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any person to provide you with information that is different from that contained in this prospectus. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock.

        Until    , 2004, which is the 25th day after the date of this prospectus, all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

        For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

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PROSPECTUS SUMMARY

        Although we have highlighted important information about us and this offering in this summary, you should read this entire prospectus carefully, including the "Risk Factors" and "Forward-Looking Statements" sections, before making an investment decision.

        Unless otherwise indicated, the information contained in this prospectus (i) assumes that the underwriters' over-allotment option is not exercised, (ii) assumes our conversion from an S corporation under Subchapter S of the Internal Revenue Code to a C corporation under Subchapter C of the Internal Revenue Code occurs prior to the closing of this offering and (iii) has been restated to give retroactive effect to (1) our 500,000-for-1 split of our common stock, by means of a stock dividend, which we effected on August 11, 2004, and (2) our 0.908439145-for-1 reverse split of our common stock, which we effected on November 23, 2004.

Our Company

Overview

        We are the largest provider of payday cash advance services in the United States, as measured by the number of payday cash advance centers operated. As of September 30, 2004, we operated 2,290 payday cash advance centers in 34 states. Payday cash advances are small-denomination, short-term, unsecured advances that are typically due on the customer's next payday. We provide these services primarily to middle-income working individuals. We do not franchise any of our payday cash advance centers. We focus exclusively on payday cash advance services and do not provide check cashing, pawn lending, title lending or wire transfer or similar services. We believe our sole focus on payday cash advance services is a competitive strength that has allowed us to better reach and service our primary market of middle-income customers. For a table showing selected demographics of the customers we serve, see "Business—Overview" beginning on page 67.

        In order for a new customer to be approved for a payday cash advance by us or by a lending bank, he or she is required to have a bank account and a regular source of income, such as a job. To obtain a payday cash advance, a new customer typically:

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presents the required documentation (usually proof of identification, a pay stub or other evidence of income, and bank statement);



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enters into an agreement governing the terms of the payday cash advance (including the customer's agreement to repay the cash advance in full on or before a specified due date, usually the customer's next payday—typically two weeks after the date of the advance);



•

writes a personal check to cover the amount of the payday cash advance plus charges for applicable fees and/or interest; and



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makes an appointment to return on the specified due date of the payday cash advance to repay the advance plus the applicable charges and to reclaim their check.

Immediately upon completion of the approval process, the customers are given cash or a check drawn on our or a lending bank's account in the amount of the payday cash advance. The customers typically pay their payday cash advances by returning to one of our payday cash advance centers with cash. Upon a repayment in full, we are obligated to return our customers' personal checks. If a customer does not repay the outstanding payday cash advance in full on or before the due date, we will seek to collect from the customer directly and may deposit the customer's personal check.

        In most states in which we conduct business we make payday cash advances directly to our customers (which we refer to as the standard business model). In other states in which we conduct business we act as a processing, marketing and servicing agent through our payday cash advance centers for Federal Deposit Insurance Corporation (FDIC) insured, state-chartered banks that make payday cash advances to their customers pursuant to the authority of the laws of the state in which they are located and federal interstate

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banking laws, regulations and guidelines (which we refer to as the agency business model). We refer to the banks for which we act as agent as the lending banks.

        The following table summarizes the most significant differences between the standard business model and the agency business model, including the applicable separation of obligations, fees and risks:

As of September 30, 2004, we were making payday cash advances directly to customers under the standard business model in 1,760 of our payday cash advance centers in 29 states and serving as agent for the lending banks under the agency business model in 530 of our payday cash advance centers in five states.

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        The following table presents key operating data for our business:

Our Industry

        The payday cash advance services industry has grown steadily since the early 1990s in response to a shortage of available short-term consumer credit alternatives from traditional banking institutions. We believe customers use short-term payday cash advances because they provide a simple, quick and confidential way to meet short-term cash needs between paydays while avoiding the potentially higher costs and negative credit consequences of other alternatives, which typically include overdraft privileges or bounced check protection, late bill payments, checks returned for insufficient funds and short-term collateralized loans.

        We believe the payday cash advance services industry is growing, fueled by overall increases in the population and increased consumer and legislative acceptance of payday cash advances. The number of jurisdictions with specific legislation and/or regulations permitting payday cash advances or small loans has grown from 16 states in 1997, the year in which we commenced operations, to 37 states and the District of Columbia as of September 30, 2004. See "Business—Our Industry" beginning on page 70.

Competitive Strengths

        Market Leader with Economies of Scale.    With 2,290 payday cash advance centers located in 34 states as of September 30, 2004, we are the largest provider of payday cash advance services in the United States, with approximately twice as many payday cash advance centers as the next largest provider of payday cash advance services. We believe our scale provides us with a leadership position in the industry, allows us to leverage our brand name in opening payday cash advance centers in existing and new markets and enables us to benefit from economies of scale. We have centralized most payday cash advance center support functions, enabling us to continue to expand our network of payday cash advance centers while controlling our costs.

        Successful Execution of Growth Strategy.    We believe we have successfully executed an effective growth strategy, including identifying attractive locations for new payday cash advance centers, rapidly entering into new leases and establishing the necessary processes and systems to manage the overall growth process. In the nine months ended September 30, 2004, we opened 346 new payday cash advance centers in 28 states, and in the year ended December 31, 2003, we opened 330 new centers in 30 states. Our payday cash advance centers, which we design to have the appearance of a mainstream financial institution, are typically located in middle-income shopping areas with high retail activity.

        Continued Focus on Government Affairs.    We have experience with the legislative and regulatory environment in all of the states in which we operate as well as at the federal level. We are a founding member of an industry trade group that includes more than 100 other companies engaged in the payday cash advance services industry. Our internal government affairs team, together with the trade group, seeks to encourage favorable legislation that permits us to operate profitably within a balanced regulatory

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framework. In 2003, payday cash advance legislation we supported was adopted in five states, and in 2002, payday cash advance legislation we supported was adopted in six states.

        Ability to Respond Rapidly to Regulatory Changes.    Our regulatory department, along with our internal government affairs team and outside counsel, monitors the various state and federal legislatures and rule-making bodies to keep abreast of changes in laws and regulations relevant to our business. We believe that our strong internal regulatory team and our ability to respond rapidly to regulatory developments enables us to seize opportunities for growth in new jurisdictions, permits us to conduct our business in compliance with often changing laws and regulations and allows us to react quickly to those changes.

        Rigorous Implementation of Payday Cash Advance Center-Level Controls.    We believe that our management information systems, our cash management systems and our internal compliance systems are critical to our success and continued growth. We employ a proprietary point-of-sale system that is used to record transactions in our payday cash advance centers. This information is recorded daily and analyzed at our payday cash advance centers and at our headquarters.

        Exclusive Focus on Payday Cash Advance Services.    We only offer payday cash advance services and do not engage in any other businesses such as check cashing, pawn lending, title lending, wire transfer services or other similar businesses in which many of our competitors engage. We believe that our single service focus has allowed us to better reach and service our primary market of middle-income customers and to expand our network of payday cash advance centers at a faster pace and with a more effective control environment than could a diversified multi-product company.

        Geographical Diversification of Our Payday Cash Advance Centers.    With payday cash advance centers located in 34 states as of September 30, 2004, we believe we have developed a significant presence throughout the United States that helps us to mitigate the risk and possible financial impact of unfavorable changes in state legislation or in the economic environment of a particular region or state and allows us to take advantage of competitive opportunities in those markets. For the nine months ended September 30, 2004, no state accounted for more than 10.0% of our total revenues except for California which accounted for 10.9% of our total revenues.

        Management Team with Significant Expertise.    Our highly experienced management team has substantial knowledge of the retail, specialty finance and payday cash advance industries. George D. Johnson, Jr., our Chairman and co-founder, is the former Chief Executive Officer of Extended Stay America and former President of Blockbuster's consumer products division. William M. Webster, IV, our Chief Executive Officer and co-founder, has served the executive branch of the United States government in various capacities and has extensive retail experience operating franchised restaurant locations. John T. Egeland, our President, has extensive experience in the consumer finance and banking industries. John I. Hill, our Executive Vice President and Chief Financial Officer, has extensive experience as a corporate chief financial officer and as an accountant with a national accounting firm.

Business Strategy

        Continue to Open Payday Cash Advance Centers Systematically.    A key objective of our growth strategy is to become the leading provider of payday cash advance services in each market we enter by rapidly opening proprietary, wholly-owned payday cash advance centers.

        Continued Revenue Growth at Mature Payday Cash Advance Centers.    We believe we have an opportunity to continue to increase revenues at our payday cash advance centers that have been operating for at least 24 months. For the nine months ended September 30, 2004, total revenues at these centers increased 8.5% compared to the same period in 2003. In order to increase revenues at these centers, we employ a variety of advertising and marketing programs.

        Drive New Payday Cash Advance Center Operating Performance.    In our 750 operating payday cash advance centers that have been open for less than 24 months as of September 30, 2004, we are striving to

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match the operating performance of our centers that have been open for at least 24 months. To do this, our employees are evaluated and compensated, in part, based on their achievement of operational goals, which we adjust each year to account for the continued improvement in our business.

        Maximize the Efficiency of Our Infrastructure.    We have made significant investments in technology, infrastructure and monitoring/compliance systems that are highly scalable. As we expand our network of payday cash advance centers, we expect that our general and administrative expenses will decline as a percentage of our revenues.

        Support Improvement of the Legislative and Regulatory Environment.    Our goal is to work with policymakers and grass roots organizations to facilitate the implementation of a balanced, visible and predictable regulatory framework that protects the interests of the customers we serve while allowing us to operate profitably in every state.

Challenges

        We face many operational hurdles and other challenges that could negatively affect the implementation of our business strategy and our competitive strengths. For example, we lack product and business diversification and, as a result, our future revenues and earnings may be disproportionately negatively impacted by external factors and may be more susceptible to fluctuations than more diversified companies. Our industry is highly regulated under federal, state and local law and changes in these laws and regulations could prevent us from operating our business and could subject us to liability. Our ability to execute our strategy depends on the prevailing laws and regulatory environment of each state in which we operate or seek to operate, which are subject to change at any time, and our ability to obtain and maintain any regulatory approvals, government permits or licenses that may be required. We rely on our relationships with the lending banks for a significant portion of our business, and if we are no longer able to process, market and service payday cash advances on behalf of the lending banks or if the lending banks choose to terminate their relationships with us, it could have a material adverse effect on us. Our agency relationships with the lending banks are also highly regulated and any changes in laws and regulations governing these relationships could have a material adverse effect on our business, results of operations and financial condition. Because of our relationships with the lending banks, we have significant off-balance sheet obligations and we would likely be contractually obligated to reimburse the lending banks if their uncollected payday cash advances exceed their contractual obligations. Our estimates of payday cash advance losses may also be inadequate, which could impair our financial condition.

        The nature of our business also subjects us to numerous litigation and regulatory proceedings, including those currently pending against us in Florida, Georgia and North Carolina, and an adverse outcome could materially adversely affect us through the imposition of damages, fines and injunctions, which could require us to alter or permanently cease our operations. For example, as a result of current litigation and regulatory proceedings, we have ceased operations in Georgia and we may have to cease operations in North Carolina. Our ability to execute our strategy will also depend in part on the degree of competition in new markets and the effect of such competition on our ability to attract new customers. Our industry has low barriers to entry, is highly fragmented and is very competitive, which could cause us to lose market share and revenues. General economic conditions in our markets could also negatively affect both the demand for payday cash advances and the collectibility of payday cash advances. The high concentration of our revenues in a few states could also adversely affect us. Media reports and public perception of payday cash advances as being predatory or abusive could also decrease demand for payday cash advances, subject us to increased regulatory scrutiny and legal proceedings and reduce our access to sources of financing.

        Our business strategy depends on our ability to compete for expansion opportunities in suitable locations, our ability to adapt our infrastructure and systems to accommodate our growth and our ability to obtain adequate financing for our expansion plans. The start-up costs and the losses from initial operations attributable to each of our newly opened payday cash advance centers place additional demands upon our

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liquidity and cash flow. Our business strategy also depends on our ability to recruit, train and retain qualified personnel. We have substantial existing debt and may incur additional debt, which could limit our ability to obtain financing in the future and react to changes in our business. Our business is also seasonal in nature, which causes our revenues, collection rates and earnings to fluctuate. Finally, if we lose key management, our operations could be adversely affected. In order to successfully implement our business strategy, we must overcome these and other hurdles and challanges. For more information about these challenges and other risks, see "Risk Factors" beginning on page 10.

Our S Corporation Status and Recent Distributions to Our Stockholders

        Advance America, Cash Advance Centers, Inc. is currently an S corporation under Subchapter S of the Internal Revenue Code (Code) and it will convert to a C corporation under the Code in connection with the closing of this offering. We paid cash dividends to our existing stockholders of approximately all of the income we earned while we were an S corporation and on which the existing stockholders were taxed. These cash dividends included approximately $79.2 million in the nine months ended September 30, 2004, approximately $22.2 million of which was paid to enable our stockholders to make tax payments on our income or represented amounts that we paid directly to state taxing authorities on behalf of these stockholders. Prior to the closing of this offering, we expect to pay approximately $465,000 to state taxing authorities for certain estimated taxes owed by our existing stockholders on our income through September 30, 2004. See "Dividend Policy" on page 32.

Recent Financial Developments Since September 30, 2004

        Acquisition of headquarters building and corporate aircraft.    At the closing of this offering, we intend to acquire the entity that owns our headquarters building from certain of our stockholders and acquire certain aircraft that we use from a company owned by our Chairman and affiliated parties, as described under "Certain Relationships and Related Party Transactions" on page 107. We intend to issue approximately $10.9 million of our common stock at the initial public offering price of our common stock in exchange for these acquisitions. Assuming an initial public offering price of $14.00 per share (the midpoint of the price range set forth on the cover of this prospectus), these transactions will result in the issuance of 776,728 shares of common stock.

        Grants of restricted stock.    We have granted, effective upon the closing of this offering, $3.5 million of restricted shares of common stock under our 2004 Omnibus Stock Plan to certain of our directors, officers and employees, which assuming an initial public offering price of $14.00 per share (the midpoint of the price range set forth on the cover of this prospectus), will result in the issuance of 249,990 shares of common stock.

        Recording of net deferred tax liability.    We will record a net deferred tax liability in connection with our termination of our S corporation status at the closing of this offering, which we estimate would have been approximately $7.2 million as of September 30, 2004. The actual amount of the net deferred tax liability will be determined after giving effect to our operating results through the date of termination of our S corporation status and will be reflected in our results for the quarter during which our S corporation status is terminated.

        Repayment of debt.    On October 15, 2004, $15.4 million of our subordinated debt matured and was repaid in full. At the closing of this offering, we intend to use substantially all of the net proceeds we receive from this offering to repay approximately $180.6 million of our remaining outstanding debt, including the repayment of approximately $112.2 million of borrowings under our revolving credit facility and the repayment in full of our remaining approximately $68.4 million of outstanding subordinated debt.

        Advance America, Cash Advance Centers, Inc. is a Delaware corporation that was incorporated on August 11, 1997. Our principal executive offices are located at 135 North Church Street, Spartanburg, South Carolina 29306. Our telephone number at that location is (864) 342-5600.

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THE OFFERING

        Unless otherwise indicated, all references to shares of our common stock to be outstanding after this offering and percentage ownership after this offering reflect:

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the issuance by us of shares of our common stock to our Chairman, certain of our stockholders and affiliated parties simultaneously with the closing of this offering at the initial public offering price in connection with our acquisition of certain aircraft that we use and the entity that owns our headquarters building, as referred to under "Certain Relationships and Related Party Transactions" on page 107; and



•

the grant and assumed issuance by us of restricted shares of common stock under our 2004 Omnibus Stock Plan to certain of our directors, officers and employees on the closing of this offering, as referred to under "Management—Equity Incentive Plans" on page 101.

Assuming an initial public offering price of $14.00 per share (the midpoint of the price range set forth on the cover of this prospectus), an estimated 1,026,718 aggregate shares of common stock will be issued as described in the bullets above. However, the actual number of shares of common stock to be so issued will vary depending upon the final initial public offering price for our common stock. Accordingly, the total shares to be outstanding after this offering, percentage ownership after this offering and as adjusted per share data presented in this preliminary prospectus may change depending on the final initial public offering price for our common stock.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION

        The following tables set forth our summary consolidated financial information and other financial and statistical data for the periods ended and as of the dates indicated. You should read this information in conjunction with the information under "Selected Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

        We derived the following summary consolidated financial information as of December 31, 2002 and 2003 and for each of the years in the three-year period ended December 31, 2003 from our audited consolidated financial statements and the related notes included elsewhere in this prospectus. We derived the following summary consolidated balance sheet information as of December 31, 2001 from our audited consolidated financial statements and the related notes, which are not included in this prospectus. We derived the following summary consolidated financial information as of and for the nine months ended September 30, 2004 and 2003 from our unaudited consolidated financial statements and the related notes included elsewhere in this prospectus. These unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair statement of our financial position and results of operations for this period. The results for any interim period are not necessarily indicative of the results that may be expected for a full year.

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(1)

Effective October 1, 2001, we filed an election to convert to S corporation status for federal and most state income tax purposes under Subchapter S of the Internal Revenue Code. Under Subchapter S, our stockholders pay federal and state income tax on our taxable income. In connection with this offering, we will revoke our Subchapter S election and once again become a C corporation under Subchapter C of the Internal Revenue Code (i.e., we will pay income tax on our taxable income).

(2)

Pro forma income tax expense shown here has been determined as if we had always been a C corporation rather than an S corporation beginning October 1, 2001. Pro forma income tax expense for 2001 includes nine months of actual income tax expense of $19.2 million for the period during that year for which we were subject to tax as a C corporation.

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RISK FACTORS

        An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this prospectus, before deciding whether to invest in our common stock. Any of the risks described below could result in a significant or material adverse effect on our business, results of operations and financial condition and a corresponding decline in the market price of our common stock. You could lose all or part of your investment. Although we believe the material risks we face are described below, these risks are not the only ones we face.

Risks Related to Our Business and Industry

We lack product and business diversification; as a result, our future revenues and earnings may be disproportionately negatively impacted by external factors and may be more susceptible to fluctuations than more diversified companies.

        Our only business activity is offering payday cash advance services. If we are unable to maintain and grow our payday cash advance services business, our future revenues and earnings could decline. Our lack of product and business diversification could inhibit our opportunities for growth, reduce our revenues and profits and make us more susceptible to earnings fluctuations than many of our competitors who are more diversified and provide other services such as check cashing, pawn lending, title lending, wire transfer services or other similar services. External factors, such as changes in laws and regulations, new entrants and enhanced competition, could also make it more difficult for us to operate as profitably as a more diversified company could operate. Any internal or external change in the payday cash advance services industry could result in a decline in our future revenues and earnings, which could have a material adverse effect on our stock price.

Our auditors concluded that, as of June 30, 2004, there was a significant deficiency in our internal controls.

        Under standards established by the Public Company Accounting Oversight Board, we had a significant deficiency in our financial reporting internal controls as of June 30, 2004. In Auditing Standard No. 2 issued in March 2004, the Public Company Accounting Oversight Board defined a "significant deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected. Under this new standard, our independent auditors concluded, and we agreed, that a significant deficiency existed relating to our financial reporting capability as a public company. The significant deficiency was determined to exist based on the need to increase our existing finance department resources to be able to prepare financial statements that are fully compliant with all SEC reporting guidelines on a timely basis, as well as based on the failure to properly apply two financial pronouncements: (i) FASB Financial Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, and (ii) FASB Financial Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. We required additional technical assistance from our independent auditors in applying the provisions of FIN 45 to the agency business model transactions and in applying the provisions of FIN 46 to our related party lease transactions as well as to comply with the disclosure requirements of these pronouncements. We have been operating as a private company since inception. As we prepare to become a public company, we are in the process of enhancing our financial reporting capability by investing in additional personnel. We intend to (1) hire a director of financial reporting and research, (2) hire a director of SEC reporting and compliance and (3) create an internal audit department, all of which will increase our costs. We cannot assure you that these measures or any future measures will enable us to remedy this significant deficiency or avoid other significant deficiencies in the future.

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We have distributed to our current stockholders substantially all of the net income that our company generated as an S corporation. We depend to a substantial extent on borrowings under our revolving credit facility to fund our liquidity needs.

        We have distributed to our current stockholders substantially all of the net income earned by our company for the nine months ended September 30, 2004 and the three years ended December 31, 2003 in the form of cash dividends. Immediately upon consummation of this offering, we do not expect that we will have cash available in excess of the cash presently required to operate our business on a day to day basis. We typically use the cash we generate from our operations to repay borrowings under our revolving credit facility on a daily basis. As a result, the amounts shown as "Cash and cash equivalents" in our consolidated balance sheets reflect the amount of cash necessary to operate our payday cash advance centers and the amounts shown as "Restricted cash" reflect the amount of cash necessary to comply with certain state regulatory liquidity requirements. We have an existing revolving credit facility that allows us to borrow up to $265.0 million, assuming we are in compliance with a number of covenants and conditions. See "Description of Senior Bank Debt, Other Long-Term Debt Obligations and Mortgage Payable" on page 116. Because we typically use substantially all of our available cash generated from our operations to repay borrowings on our revolving credit facility on a current basis, we have limited cash balances and we expect that a substantial portion of our liquidity needs, including any amounts to pay any future cash dividends on our common stock, will be funded primarily from borrowings under our revolving credit facility. As of September 30, 2004, we had approximately $99.3 million available for future borrowings under this facility, and at such date, after giving pro forma effect to (1) $15.4 million of additional borrowings under this facility to repay subordinated debt that matured on October 15, 2004 and (2) the repayment of approximately $112.2 million of borrowings under this facility with proceeds that we receive from this offering, approximately $196.1 million would have been available for future borrowings under this facility. If our existing sources of liquidity are insufficient to satisfy our financial needs, we may need to raise additional debt or equity financing in the future.

The payday cash advance services industry is highly regulated under state law. Changes in state laws and regulations could have a material adverse effect on our business, results of operations and financial condition.

        Our business is regulated under numerous state laws and regulations, which are subject to change and which may impose significant costs or limitations on the way we conduct or expand our business. As of September 30, 2004, 37 states and the District of Columbia had specific laws that permitted payday cash advances or allowed a form of payday cash advances under small loan laws. As of September 30, 2004, we operated in 29 of these 37 states under the standard business model and in one of these 37 states under the agency business model. We do not conduct business in the remaining seven of these 37 states or in the District of Columbia because we do not believe it is as economically attractive to operate in these jurisdictions due to specific legislative restrictions such as interest rate ceilings, an unattractive population density or unattractive location characteristics. The remaining 13 of the 50 states did not have laws specifically authorizing the payday cash advance business. As of September 30, 2004, we operated in four of these 13 states under the agency business model, serving as processing, marketing and servicing agent through our payday cash advance centers for four lending banks that make payday cash advances to their customers in those states.

        The states with specific payday cash advance laws have laws that generally govern the terms of the transaction and require certain consumer protections. See "Regulation and Legal Proceedings—State Regulation" beginning on page 87.

        During the last few years, legislation has been adopted in some states that prohibits or severely restricts payday cash advance services. For example, in May 2004, a new law became effective in Georgia that effectively prohibits payday cash advance services in the state and effectively restricts our ability to act as processing, marketing and servicing agent for a lending bank in the state. As a result, we have suspended operations in Georgia. See "—As a result of current litigation and regulatory proceedings against us in Georgia, we have suspended our operations in Georgia and may have to permanently cease operations in

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Georgia." In addition, Maryland adopted a law in 2001 that purports to prohibit agency relationships between banks and processors, marketers and servicers of payday cash advances. Many bills to restrict or prohibit payday cash advances have also been introduced in state legislatures. In the first nine months of 2004, such bills were introduced in Arizona, Georgia, Illinois, Iowa, Louisiana, Missouri, New Hampshire, Virginia, West Virginia and Wisconsin. Since July 1, 2004, bill draft requests have been pre-filed in Nevada and Montana for 2005 legislation that would revise current law governing payday cash advance services. Although provisions of these bills are not published, they may seek to restrict or prohibit payday cash advance services. In addition, Mississippi and Arizona have sunset provisions in their payday cash advance laws that require renewal of the laws by the state legislatures at periodic intervals. Future laws or regulations prohibiting payday cash advance services or making them unprofitable could be passed in any other state at any time or existing payday cash advance laws could expire or be amended, any of which could have a material adverse effect on our business, results of operations and financial condition.

        Statutes authorizing payday cash advance services typically provide state agencies that regulate banks and financial institutions with significant regulatory powers to administer and enforce the law. See "Regulation and Legal Proceedings—State Regulation" beginning on page 87. Under statutory authority, state regulators have broad discretionary power and may impose new licensing requirements, interpret or enforce existing regulatory requirements in different ways or issue new administrative rules, even if not contained in state statutes, that impact the way we do business and may force us to terminate or modify our operations in particular states. They may also impose rules that are generally adverse to our industry. For example, the New Jersey Department of Banking and Insurance proposed a new rule in September 2004 that would make it illegal for a non-New Jersey bank to offer payday cash advance services through an agent in the state of New Jersey. While we have no operations in New Jersey, the adoption of such a rule by any state could negatively influence future actions taken by regulators in the states in which we do business. Additionally, a Texas legislator has prefiled a bill relating to the assistance of payday cash advance transactions. The bill, if passed, would prohibit a person from assisting in the creation of a payday cash advance transaction between a lender and a consumer at a rate not authorized by Texas law. The passage of such a bill could have a material adverse effect on our business, results of operations and financial condition.

        Additionally, state attorneys general and banking regulators have begun to scrutinize the payday cash advance services industry and may take actions against the industry that could require us to cease or suspend operations in their respective states. For example, we are currently the subject of an investigation by the North Carolina Attorney General in conjunction with the North Carolina Banking Commissioner. See "—Current litigation and enforcement proceedings against us in North Carolina could cause us to have to cease operations in North Carolina."

The payday cash advance services industry is also regulated under federal law. Changes in federal laws and regulations could have a material adverse effect on our business, results of operations and financial condition.

        Although states provide the primary regulatory framework under which we offer payday cash advance services, certain federal laws also impact our business. See "Regulation and Legal Proceedings—Federal Regulation" beginning on page 90. For example, because payday cash advances are viewed as extensions of credit, we and our lending banks must comply with the federal Truth-in-Lending Act and Regulation Z adopted under that Act. Additionally, we and our lending banks are subject to the Equal Credit Opportunity Act, the Fair Debt Collection Practices Act and the Gramm-Leach-Bliley Act. Any failure to comply with any of these federal laws and regulations could have a material adverse effect on our business, results of operations and financial condition.

        We are also subject to supervision by other federal agencies, including the Federal Trade Commission, or the FTC. In December 2002, the FTC requested that certain payday cash advance providers, including us, respond to a series of questions and document requests concerning their operations. This review may result in recommendations regarding the payday cash advance services industry or specific conclusions about us, either of which may have a material adverse effect on our business, results of operations and

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financial condition. Future reviews by other federal agencies could also have a material adverse effect on our business, results of operations and financial condition.

        Additionally, since 1999, various anti-payday cash advance legislation has been introduced in the U.S. Congress, with recent legislation specifically targeting the agency relationships between banks and payday cash advance companies. Congressional members continue to receive pressure from consumer advocates and other industry opposition groups to adopt such legislation. Any federal legislative or regulatory action that restricts or prohibits payday cash advance services or our activities as processing, marketing and servicing agent for the lending banks could have a material adverse impact on our business, results of operations and financial condition.

The payday cash advance services industry is subject to various local rules and regulations. Changes in these local regulations could have a material adverse effect on our business, results of operations and financial condition.

        In addition to state and federal laws and regulations, our business is subject to various local rules and regulations such as local zoning regulations. See "Regulation and Legal Proceedings—Local Regulation" on page 92. Any actions taken in the future by local zoning boards or other governing bodies to require special use permits for, or impose other restrictions on, payday cash advance service providers could have a material adverse effect on our business, results of operations and financial condition.

Our agency relationships with the lending banks are highly regulated and any changes in laws and regulations governing these relationships could have a material adverse effect on our business, results of operations and financial condition.

        Our agency relationships with the lending banks are highly regulated. As of September 30, 2004, we operated in five states under the agency business model, serving as processing, marketing and servicing agent through our payday cash advance centers for four FDIC-insured, state-chartered banks that make payday cash advances to their customers in those states.

        Under federal banking law, an FDIC insured, state-chartered bank located in one state can make loans to a consumer in another state and charge fees and/or interest allowed by the lending bank's home state even if the fees and/or interest exceed what may be charged in the consumer's state under that state's usury law. This "export" lending law allows the lending banks for whom we act as processing, marketing and servicing agent to export the interest rates permitted by the states in which they are located into the states in which we act as their agent. As of September 30, 2004, pursuant to our processing, marketing and servicing agreements with the lending banks, we are an agent for payday cash advances offered, made and funded by BankWest, Inc., a South Dakota bank (BankWest), in Pennsylvania, First Fidelity Bank, a South Dakota bank, in Michigan, Republic Bank & Trust Company, a Kentucky bank (Republic), in North Carolina and Texas and Venture Bank, a Washington bank, in Arkansas. We also processed, marketed and serviced payday cash advances for BankWest in Georgia, but we recently suspended our operations in that state. Currently, only state-chartered banks can be lending banks for payday cash advances, because the federal regulators for national banks and federal savings associations have effectively prohibited such banks and associations from participating in the payday cash advance services industry with agents.

        The four lending banks for whom we currently act as processing, marketing and servicing agent are subject to extensive federal and state banking regulations and are subject to regular examination by state and federal regulatory authorities such as the FDIC. See "Regulation and Legal Proceedings—Regulation of the Agency Business Model" beginning on page 90. Because of our relationships with the lending banks, our own activities regarding the lending banks' payday cash advances are also subject to examination by regulatory authorities. The FDIC commenced its annual examination of us as a third-party service provider for the lending banks in October 2004. We have subsequently been advised by the FDIC that it has decided, as a result of the attendance by the FDIC examination staff at a barbecue hosted by employees of our company, to recommence this annual examination early next year with a new examination staff in order to avoid the appearance of any impropriety. In connection with any regulatory examination, the FDIC (including in connection with its current examination of us) or other regulatory authority may

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require us to provide information, grant access to our payday cash advance centers, personnel and records or alter our business practices, perhaps materially, or may prevent the lending banks from providing payday cash advances using us as an agent, which could preclude us from conducting business under the agency business model. Any of these actions resulting from the current FDIC examination of us or any other regulatory examination of us could have a material adverse impact on our business, results of operations and financial condition, especially if we are required to materially modify our business practices or terminate our use of the agency business model.

        In July 2003, the FDIC issued guidelines governing permissible agency arrangements between state-chartered banks and processing, marketing and servicing agents of the banks' payday cash advances, such as us. If the FDIC's implementation of these guidelines or the promulgation of any additional guidelines were to ultimately restrict the ability of all or certain state-chartered banks (including the lending banks for whom we act as processing, marketing and servicing agent) to maintain relationships with payday cash advance processors, marketers and servicers (such as us), it would have a material adverse impact on our business, results of operations and financial condition. In addition, if state banking regulators were to take action to restrict the ability of all or certain state-chartered banks, including the lending banks for whom we act as processing, marketing and servicing agent, to provide payday cash advances, our distribution opportunities in those states where we operate as an agent for a lending bank would be limited and we could have to permanently cease our operations in those states. This would have a material adverse impact on our business, results of operations and financial condition.

        In recent public remarks, a director of the FDIC has questioned whether payday cash advances are predatory and abusive to consumers. The FDIC director also questioned whether agents for lending banks are entitled to the benefit of the federal banking law that permits a lending bank to "export" the lending interest rate on payday cash advances permitted by the state in which it is located to consumers in other states. If agent-assisted payday cash advances made by the lending banks were no longer entitled to the benefit of the federal banking laws permitting the exportation of interest rates, we would no longer be able to conduct business under the agency bank model and the resulting decline in our net revenues would have a material adverse effect on our business, results of operations and financial condition.

        Other federal regulators have also increasingly scrutinized agency relationships between banks and payday cash advance companies. During 2002 and 2003, for example, the Office of the Comptroller of the Currency (OCC), which supervises national banks, took actions to effectively prohibit certain national banks from offering and making small-denomination, short-term consumer loans, including payday cash advances, through the use of agents such as ourselves. After a notice of charges was issued in 2002 against Peoples National Bank, one of the lending banks whose payday cash advances we processed, marketed and serviced, we entered into a consent agreement with the OCC to terminate our agency relationships with that bank. Future actions against the lending banks whose payday cash advances we process, market and service could result in a significant interruption or curtailment of our business. Any such business disruption or curtailment could have a material adverse effect on our business, results of operations and financial condition.

        Lending banks for whom we act as processing, marketing and servicing agent may also have agency relationships with other processing, marketing and servicing agents. Actions taken by these other agents, over which we have no control, could cause a lending bank to lose its ability to make payday cash advances through an agent such as us, or could cause a lending bank to choose to terminate its relationship with us. Any such event could also have a material adverse effect on our business, results of operations and financial condition.

Our relationships with the lending banks under the agency business model are based on commercial relationships, key personnel and internal bank policies. These relationships with the lending banks can be

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terminated at any time, which could have a material adverse effect on our business, results of operations and financial condition.

        As of September 30, 2004, we were party to agreements with four of the 11 FDIC insured, state-chartered banks that we believe were then offering payday cash advances in the United States. Our processing, marketing and servicing agreements with these four lending banks have largely been the result of the relationships that have developed between bank personnel and key members of our management team. If the key members of our management team, who negotiate and maintain these relationships, are no longer employed by us, these relationships could be adversely affected and the lending banks could terminate or choose not to renew our processing, marketing and servicing agreements. We cannot assure you that we would be able to enter into new bank agency relationships on terms as favorable as our current relationships if these agreements were terminated or not renewed. In addition, other factors, such as changes in state or federal laws, regulations or guidelines, regulatory examinations and changes in lending bank policies and strategies, could lead to the termination of these contractual relationships. The termination or non-renewal of our processing, marketing and servicing agreements with lending banks could have a material adverse effect on our business, results of operations and financial condition by preventing us from operating under the agency business model.

If we are no longer able to process, market and service payday cash advances made and funded by the lending banks, our business, results of operations and financial condition could be materially adversely affected.

        Revenues derived from processing, marketing and servicing payday cash advances made and funded by the lending banks under the agency business model accounted for 28.2% of our net revenues in the nine months ended September 30, 2004 and 29.9% of our net revenues in the year ended December 31, 2003. If, as a result of changes in laws or regulations, an adverse result in litigation or regulatory proceedings or otherwise, we could no longer process, market and service payday cash advances made and funded by the lending banks in one or more of our present or future markets, our business, results of operations and financial condition could be materially adversely affected. In addition, any such changes in laws or regulations or adverse result in litigation or regulatory proceedings could deprive us of the agency business model as an alternative method for conducting our business in the event that statutory provisions or regulations specifically authorizing payday cash advances changed or expired in any of the states in which we currently operate under the standard business model.

Current and future litigation and regulatory proceedings against us could have a material adverse effect on our business, results of operations and financial condition.

        Our business is subject to lawsuits and regulatory proceedings that could generate adverse publicity and cause us to incur substantial expenditures. For example, processing, marketing and servicing payday cash advances as agent of a lending bank, such as what we do under the agency business model, has come under increasing legal and regulatory scrutiny at both the state and federal levels. The opposing parties in many of these lawsuits and proceedings maintain that payday cash advance companies, like us, that process, market and service payday cash advances made by a lending bank should be regarded as the "true lenders" due to the agent services they provide and their participation and/or economic interests in the payday cash advances. Many of these opposing parties allege that these relationships are "rent a charter" relationships, and as a result the payday cash advances made by banks using non-bank agents should be governed by the laws of the respective states in which the borrowers reside (i.e., they argue that there should be no federal preemption of state law and therefore no "exporting" of interest rates). If payday cash advance companies, like us, were held to be the "true lenders" in any of these lawsuits, the fees and/or interest charged would violate most of the applicable states' usury laws, which impose maximum rates of interest or finance charges that a non-bank lender may charge. In addition, payday cash advance companies, like us, could be found to be in violation of state consumer protection laws and other laws, including certain criminal laws. If any state or federal court were to conclude that certain state laws applied to the agency business model and that we violated those laws, the decision could have a material adverse effect on our business, results of operation and financial condition. The impact of a negative ruling in any specific state would not only impair our operations in the specific state but could also hurt our business in other states due to the possibility such a decision could be cited as adverse precedent in pending or potential litigation and enforcement actions in other states. The lawsuits and regulatory proceedings that are pending against us are in their preliminary stages and/or involve unsettled issues of law. Accordingly, we are not currently able to make a determination as to the likelihood of an adverse result in any of these matters.

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        Adverse rulings in some of these lawsuits could significantly impair our business or force us to cease doing business in one or more states. Currently, we and certain of our officers, directors, owners and "stakeholders" are defending two putative class action lawsuits originally filed in state courts, one in North Carolina (filed in July 2004) and one in Georgia (filed in August 2004), where the plaintiffs are alleging that we, and not the lending bank, are the "true lender" and are therefore offering usurious payday cash advances in violation of numerous consumer protection statutes. Additionally, in Georgia, the plaintiffs are alleging violation of the state's Racketeer Influenced and Corrupt Organizations Act. See "Regulation and Legal Proceedings—Legal Proceedings" beginning on page 92, "—As a result of current litigation and regulatory proceedings against us in Georgia, we have suspended our operations in Georgia and may have to permanently cease operations in Georgia" and "—Current litigation and enforcement proceedings against us in North Carolina could cause us to have to cease operations in North Carolina." The plaintiffs in these cases are seeking damages, attorneys' fees and other costs, and injunctive relief. Both cases are in their preliminary stages with motions to dismiss and/or compel arbitration pending. The Georgia case has been removed to federal court, and a motion to remand is pending. An adverse result in these cases could have a material adverse effect on our business, results of operations and financial condition, including possibly forcing us to permanently cease operations in Georgia and North Carolina. Adverse rulings could have a negative impact on other states in which we use the agency business model should such rulings serve as a precedent.

        We are also involved in another case in Georgia which, while not a class action lawsuit, contains essentially the same allegations as the Georgia putative class action lawsuit. The case is currently pending and awaiting a trial date. Although the amount in controversy in the case is only $350, the underlying claims of the plaintiff, if agreed with by the court, could serve as a basis for future claims against us in Georgia, which could have a material adverse effect on our business, results of operations and financial condition.

        We and certain of our officers, directors and employees are also defending two putative class action lawsuits in Florida alleging that we engaged in unfair and deceptive trade practices and violated certain Florida consumer protection and other statutes. These suits seek damages, refunds of payments and other monetary penalties. An adverse ruling in either of these cases could have a material adverse effect on our business, results of operations and financial condition.

        We are also a defendant in a lawsuit brought on behalf of a putative class of persons by a former customer in Tennessee. The plaintiff on behalf of herself and others alleges that one of our subsidiaries violated the terms of a class action settlement order by wrongfully collecting fees and advances from the class members during a period of time when collections were allegedly prohibited. The Tennessee Court of Appeals reversed the findings of the trial judge in our favor and remanded the case for further findings of fact. The suit seeks unspecified damages, and we could be required to refund fees and advances collected and to pay other monetary penalties. An adverse ruling in this case could have a material adverse effect on our business, results of operations and financial condition.

        In December 2003 and again in September 2004, we received a letter and subpoena from the Attorney General of West Virginia raising concerns that some of our collection practices may violate the West Virginia Consumer Credit and Protection Act. Although we do not currently have operations in West Virginia, some West Virginia residents visit our payday cash advance centers in states bordering West Virginia in order to obtain payday cash advances. Since receiving the Attorney General's first letter we have discontinued collection visits in West Virginia and we pursue our collections there through phone calls and letters to customers. These limitations on our collection practices could increase our charge-offs.

        We are also involved in other litigation and administrative proceedings. See "Regulation and Legal Proceedings—Legal Proceedings" beginning on page 92 for further details on the proceedings described above and other proceedings. We are likely to be subject to further litigation and proceedings in the future. The consequences of an adverse ruling in any current or future litigation or proceeding could cause us to have to refund fees and/or interest collected on payday cash advances, refund the principal amount of payday cash advances, pay treble or other multiple damages, pay monetary penalties and/or modify or

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terminate our operations in particular states. We may also be subject to adverse publicity. Defense of any lawsuits or proceedings, even if successful, would require substantial time and attention of our senior officers and other management personnel that would otherwise be spent on other aspects of our business and would require the expenditure of significant amounts for legal fees and other related costs. Any of these events could have a material adverse effect on our business, results of operations and financial condition.

As a result of current litigation and regulatory proceedings against us in Georgia, we have suspended our operations in Georgia and may have to permanently cease operations in Georgia.

        In July 2002, the Industrial Loan Commissioner for Georgia issued an examination certificate to us seeking to investigate whether we had complied with the Georgia Industrial Loan Act. In August 2002, we and BankWest, the lending bank for whom we acted as processing, marketing and servicing agent in Georgia, filed suit against the Commissioner in Georgia seeking to enjoin him from enforcing the examination certificate and proceeding with an examination. The Georgia Superior Court issued an order granting a motion for summary judgment made by the Commissioner and denying our motion for summary judgment. This order was appealed to and affirmed by the Georgia Court of Appeals. We filed a Petition for Certiorari to the Georgia Supreme Court, which was denied in September 2004, thereby permitting the Commissioner's examination to proceed. If the outcome of the Commissioner's examination is adverse to us, it could have a material adverse effect on our business, results of operation and financial condition by possibly forcing us to permanently cease our operations in Georgia.

        In the Spring of 2004, Georgia adopted a statute that effectively prohibits payday cash advance services in the state and effectively restricts our ability to act as processing, marketing and servicing agent for a lending bank under the agency business model in the state, which statute became effective in May 2004. In April 2004, we, along with BankWest and other banks and agents involved in providing payday cash advances in Georgia, filed an action in the U.S. District Court for the Northern District of Georgia against the Attorney General of Georgia and the Georgia Secretary of State seeking declaratory and injunctive relief. The relief sought is a declaration from the District Court that the recently passed Georgia anti-payday cash advance law is unconstitutional, is preempted by federal law and should not be enforceable against BankWest or us. The District Court issued a temporary restraining order preventing the Georgia law from taking effect until May 15, 2004. Subsequently, on May 13, 2004, the District Court issued an order denying our motion for an injunction but extending the temporary restraining order until May 25, 2004. On May 25, 2004, upon expiration of the temporary restraining order, the Georgia law took effect. We have appealed the District Court's order to the U.S. Court of Appeals for the Eleventh Circuit and, in July 2004, the Court of Appeals heard oral arguments on the appeal. We are awaiting the decision of the Court of Appeals. We cannot predict when the Court of Appeals will issue a decision on our appeal. If we are unsuccessful in prosecuting this action, we may have to permanently cease operations in Georgia, which are currently suspended. We estimate that our net revenues will be negatively impacted by approximately $1.7 million for each month that our Georgia operations are suspended. For further information regarding the estimated costs to shut down our Georgia operations, see "—Legislative or regulatory action or an adverse result in litigation or regulatory proceedings could cause us to cease, suspend or modify our operations in a state, potentially resulting in a material adverse effect on our business, results of operations and financial condition." An adverse ruling could have a material adverse effect on our business, results of operations and financial condition by possibly forcing us to permanently cease operations in Georgia. In addition, an adverse ruling in the Eleventh Circuit with respect to our argument that the Georgia statute is preempted by federal law could have material adverse consequences for our business, results of operations and financial condition because such a ruling would not only be controlling precedent with respect to that issue in federal courts within the Eleventh Circuit, but could also adversely affect the resolution of this issue in other litigation or enforcement proceedings that have been or might in the future be commenced in federal courts in other circuits or in other state courts.

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Current litigation and enforcement proceedings against us in North Carolina could cause us to have to cease operations in North Carolina.

        We are defending a class action lawsuit in North Carolina and are the subject of an investigation by the North Carolina Attorney General in conjunction with the North Carolina Banking Commissioner.

        The class action lawsuit alleges that the relationship between our North Carolina subsidiary and Republic, the lending bank for which we act as processing, marketing and servicing agent in North Carolina, is a "rent a charter" relationship and therefore Republic is not the "true lender" on the payday cash advances. The lawsuit also claims that the payday cash advances are made in violation of numerous North Carolina consumer protection laws. The lawsuit seeks an injunction barring us from continuing to do business in North Carolina, the return of the principal amount of the payday cash advances made to the plaintiff class since August 2001, the return of any interest or fees associated with those advances, treble damages, attorneys' fees and other unspecified costs. The case is in its preliminary stages. Thus far the only substantive motions we have filed are a motion to dismiss or stay proceedings and compel arbitration. An adverse ruling in this case could have a material adverse effect on our business, results of operations and financial condition, including possibly forcing us to cease our operations in North Carolina.

        In August 2004, the North Carolina Attorney General's Office in conjunction with the Commissioner of Banks for North Carolina issued a subpoena to us to produce documents, respond to written questions and have a corporate representative appear for testimony regarding the relationship between our North Carolina subsidiary and Republic. We believe the primary purpose of the investigation is to determine whether our operations in North Carolina are in compliance with North Carolina law. We are cooperating with the investigation, which is in its preliminary stages. A corporate representative appeared before the Commissioner, in closed session, on November 22, 2004, to provide factual information about the nature of our business. No determination has been reached by the Attorney General's Office or the Banking Commissioner in this matter. It is possible that the North Carolina Attorney General or the Commissioner of Banks for North Carolina may make a determination or finding and initiate an administrative or civil action that is adverse to our business operations in that state. Specifically, the North Carolina Attorney General and Banking Commissioner potentially could bring an action for an injunction and monetary fines or issue a cease and desist order based on the North Carolina Consumer Finance Act and/or North Carolina unfair and deceptive trade practices, loan broker regulatory and consumer protection statutes. Also, criminal prosecutions could be commenced for violation of certain North Carolina laws. This could result in the imposition of fines and the alteration or cessation of our use of the agency business model in North Carolina. We estimate that our net revenues would be negatively impacted by approximately $2.2 million for each month our North Carolina operations are shut down or suspended. For further information regarding the estimated costs to shut down our North Carolina operations, see "—Legislative or regulatory action or an adverse result in litigation or regulatory proceedings could cause us to cease, suspend or modify our operations in a state, potentially resulting in a material adverse effect on our business, results of operations and financial condition." These actions could have a material negative impact on our operations in North Carolina and in other states where we operate under the agency business model as well as on our financial condition.

Legislative or regulatory action or an adverse result in litigation or regulatory proceedings could cause us to cease, suspend or modify our operations in a state, potentially resulting in a material adverse effect on our business, results of operations and financial condition.

        If we close our payday cash advance centers in a state, in addition to the loss of net revenues attributable to that closing, we would incur closing costs such as severance payments and lease cancellation payments and we would have to write off assets that we could no longer use. If we were to suspend rather than permanently cease our operations in a state, we may also have continuing costs associated with maintaining our payday cash advance centers and our employees in that state, with little or no revenues. For example, we have decided to continue to maintain our 89 payday cash advance centers in Georgia for the foreseeable future until certain litigation and regulatory matters currently pending in Georgia are resolved. We estimate that our net revenues will be negatively impacted by approximately $1.7 million for

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each month that our Georgia operations are suspended and that the cost to keep the Georgia centers open under these limited operating conditions will be approximately $311,000 per month, including depreciation. Additionally, if necessary, we estimate that, as of September 30, 2004, it will cost approximately $2.2 million (including lease cancellation costs of $600,000 and the charge-off of undepreciated cost of assets of approximately $1.6 million) to shut down the Georgia operations completely. See "—As a result of current litigation and regulatory proceedings against us in Georgia, we have suspended our operations in Georgia and may have to permanently cease operations in Georgia." In addition, if we were required to cease operations in North Carolina, we estimate that our net revenues would be negatively impacted by approximately $2.2 million for each month our North Carolina operations are shut down or suspended. Additionally, we estimate that, as of September 30, 2004, it would cost approximately $7.3 million (including lease cancellation costs of $605,000, the charge-off of accounts receivable of $3.5 million, the charge-off of undepreciated cost of assets of approximately $1.3 million and other shut-down costs of approximately $1.9 million) to shut down our North Carolina operations completely. See "—Current litigation and enforcement proceedings against us in North Carolina could cause us to have to cease operations in North Carolina." From time to time, we may also choose to operate in a state even if legislation or regulations cause us to lose money on our operations in that state. The passage of a 2002 Indiana statute, for example, established a rate structure at which we could not operate on a profitable basis. However, we continued to provide payday cash advances in the state while experiencing operating losses until a new, less restrictive, law was passed in March 2004. Any of these actions or events could have a material adverse effect on our business, results of operations and financial condition.

Competition in the retail financial services industry could cause us to lose market share, possibly resulting in a decline in our future revenues and earnings.

        The industry in which we operate has low barriers to entry and is highly fragmented and very competitive. We believe that the market may become even more competitive as the industry grows and/or consolidates. We compete with services provided by traditional financial institutions, such as overdraft protection, and with other payday cash advance providers, small loan providers, credit unions, short-term consumer lenders, and other financial service entities and other retail businesses that offer consumer loans or other products and services that are similar to ours. We also compete with companies offering payday cash advances and short-term loans over the internet as well as by phone. Some of these competitors have larger local or regional customer bases, more locations and substantially greater financial, marketing and other resources than we have. As a result of this increasing competition, we could lose market share, possibly resulting in a decline in our future revenues and earnings.

We are not permitted to process, market or service loans for lending bank customers who already have an outstanding payday cash advance which is processed, marketed and serviced by another company. As a result, our revenues and earnings potential may be adversely affected.

        In Texas, Republic also has a payday cash advance processing, marketing and servicing agency relationship with one of our competitors, ACE Cash Express, Inc., who has operated in Texas longer than we have and has more payday cash advance centers in Texas than we do. Because FDIC guidelines provide that a lending bank may only have one outstanding payday cash advance with an individual at a time, even if different agents are involved, we are not permitted to process, market or service outstanding payday cash advances that are provided by Republic and processed, marketed and serviced by ACE Cash Express, Inc. Our inability to expand our business in Texas or to compete effectively there could adversely affect our revenues and earnings potential. In addition, it is possible that the other lending banks may also have relationships with other processing, marketing and servicing agents, which could adversely affect our ability to operate in other jurisdictions, thereby adversely affecting our revenues and earnings potential.

The concentration of our revenues in certain states could adversely affect us.

        Our cash advance centers operate in 34 states and, in the nine months ended September 30, 2004, our five largest states (measured by total revenues) accounted for approximately 42% of our total revenues,

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with California, our largest state (measured by total revenues), representing approximately 11% of our total revenues. While we believe we have a diverse geographic presence, for the near term we expect that significant revenues will continue to be generated by certain states, largely due to the currently prevailing economic, demographic, regulatory, competitive and other conditions in those states. Furthermore, our five largest states, as measured by revenues, are not in all instances our five largest states as measured by the number of payday cash advance centers operated. Changes to prevailing economic, demographic, regulatory or any other conditions in the markets in which we operate could lead to a reduction in demand for our payday cash advance services, a decline in our revenues or an increase in our provision for doubtful accounts and agency bank losses which could result in a deterioration of our financial condition.

Media reports and public perception of payday cash advances as being predatory or abusive could materially adversely affect our business, results of operations and financial condition.

        Over the past few years, consumer advocacy groups and certain media reports have advocated governmental and regulatory action to prohibit or severely restrict payday cash advances. The consumer groups and media reports typically focus on the cost to a consumer for a payday cash advance. The consumer groups and media reports typically characterize these payday cash advances as predatory or abusive toward consumers. If this negative characterization of payday cash advances becomes widely accepted by consumers, demand for payday cash advance services could significantly decrease, which could materially adversely affect our business, results of operations and financial condition. Negative perception of payday cash advances or other activities could also result in increased regulatory scrutiny and increased litigation, and encourage restrictive local zoning rules and make it more difficult to obtain government approvals necessary to open new payday cash advance centers. These trends could materially adversely affect our business, results of operations and financial condition.

        Recently, we became aware that the CBS 60 Minutes II program is developing an investigative journalism segment on the payday cash advance industry. The story may give prominence to the current litigation against us and the investigation of us currently underway by the North Carolina Attorney General's office. In view of our pending initial public offering and the "quiet period" requirements under the federal securities laws, we have not spoken to representatives of 60 Minutes II. We are unable to predict when the story will air or what impact any such story may have on perceptions of our company and industry, consumer demand for payday cash advances or the level of regulatory and legal scrutiny of our business. A negative impact in any or all of these areas could materially adversely affect our business, results of operations and financial condition.

If the lending banks' payday cash advance approval processes are flawed and more payday cash advances go uncollected, our provision for doubtful accounts and agency bank losses could increase because we may bear a significant amount of the payday cash advance losses under the agency business model. This would result in a decline in our future revenues and earnings, which could have a material adverse effect on our stock price.

        Our agreements with lending banks provide for us to process, market and service the lending banks' payday cash advances. The banks are responsible for evaluating each of their customers' applications and determining whether the payday cash advance is approved. We are not involved in the lending banks' payday cash advance approval process, are not involved in determining the approval procedures or criteria of the lending banks and do not fund or acquire any payday cash advances from the lending banks. Consequently, the lending banks' payday cash advances are not included in our payday cash advance portfolio nor are they reflected on our balance sheet within our advances and fees receivable, net. Under our processing, marketing and servicing agreements with the lending banks, the lending banks are contractually obligated for the losses on payday cash advances in an amount established as a percentage of the fees and/or interest charged by the lending banks to their customers on their payday cash advances. Depending upon the lending bank, this percentage currently ranges from 8.0% to 20.0%. In aggregate, this percentage was 6.5% for the year ended December 31, 2001, 7.3% for the year ended December 31, 2002, 10.1% for the year ended December 31, 2003, 8.9% for the nine months ended September 30, 2003 and 12.6% for the nine months ended September 30, 2004. If actual payday cash advance losses exceed the percentage specified in a lending bank's processing, marketing and servicing agreement with us, our

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processing, marketing and servicing fees are reduced by the excess through the provision for doubtful accounts and agency bank losses. If actual payday cash advance losses are less than the loss percentage specified in such agreement, our processing, marketing and servicing fees are increased by the difference through the provision for doubtful accounts and agency bank losses. As a result, if the amount of uncollected payday cash advances exceeds the lending bank's contractual obligation, we would likely be obligated to pay the lending bank the outstanding amount of the advances plus its fees and/or interest receivable on the advances, less its contractually obligated portion of the losses. As of September 30, 2004, this aggregate contingent liability amounted to $57.1 million and was not included on our balance sheet. If the banks' payday cash advance approval processes are flawed and the number of uncollected payday cash advances increases, our provision for doubtful accounts and agency bank losses could increase. This would result in a decline in our future revenues and earnings, which could have a material adverse effect on our stock price.

The provision for doubtful accounts and agency bank losses may increase and net income may decrease if we are unable to collect customers' personal checks that are returned due to non-sufficient funds (NSF) in the customers' accounts or other reasons.

        In the year ended December 31, 2003, we deposited approximately 4.4% of all the customer checks we received and approximately 79% of these deposited customer checks were returned unpaid because of non-sufficient funds in the customers' bank accounts or because of closed accounts or stop-payment orders. Total charge-offs, net of recoveries, for the nine months ended September 30, 2004 and the year ended December 31, 2003 were approximately $54.7 million and $60.0 million, respectively. If the number of customer checks that we deposit increases or the percent of the customers' returned checks that we charge-off increases, our provision for doubtful accounts and agency bank losses will increase and our net income will decrease.

We are subject to credit risk as a result of our arrangements with lending banks. The lending banks' failure to honor their obligations to us could have a material adverse effect on our business, results of operations and financial conditions.

        Under the agency business model, all charges of fees and/or interest paid by a lending bank's customers are deposited directly to the lending bank's bank account. We invoice the lending bank for the processing, marketing and servicing fees payable to us by such bank. In addition, each lending bank is responsible for making payments to us if actual payday cash advances losses are less than the bank's contractually obligated portion of the losses. We are subject to the risk that the lending banks may fail to pay all or a portion of the amounts due to us or that they fail to pay us on a timely basis. Any such failure could have a material adverse effect on our business, results of operations and financial condition.

If our estimates of payday cash advance losses are not adequate to absorb losses, our provision for doubtful accounts and agency bank losses would increase. This would result in a decline in our future revenues and earnings, which could have a material adverse effect on our stock price.

        We maintain an allowance for doubtful accounts for estimated losses for payday cash advances we make directly to consumers under the standard business model and an accrual for excess bank losses for our share of losses on payday cash advances we process, market and service for lending banks under the agency business model. To estimate the appropriate allowance for doubtful accounts and accrual for excess bank losses, we consider the amount of outstanding payday cash advances owed to us, the amount of payday cash advances owed to the lending banks and serviced by us, historical payday cash advances we have charged off, our current collection patterns and the current economic trends in the markets we serve. As of September 30, 2004, our allowance for doubtful accounts was $28.2 million and our accrual for excess bank losses was $2.9 million. These amounts, however, are estimates, and if our actual payday cash advance losses are greater than our allowance for doubtful accounts or if the actual losses on the advances made by the lending banks are greater than our accrual for excess bank losses, our provision for doubtful accounts and agency bank losses would increase. This would result in a decline in our future revenues and earnings, which could have a material adverse effect on our stock price.

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        With respect to the payday cash advances that we process, market and service for the lending banks, as of September 30, 2004, our aggregate contingent liability was $57.1 million and this amount was not included on our balance sheet. We could be obligated to pay this amount to the lending banks if the lending banks' payday cash advances were to become uncollectible. The accrual for excess bank losses that was reported in our accrued liabilities in our balance sheet was $2.9 million as of September 30, 2004. Our accrual for excess bank losses is, however, an estimate. If actual payday cash advance losses are greater than our recorded accrual for excess bank losses, our provision for doubtful accounts and agency bank losses would increase. This would result in a decline in our future revenues and earnings, which could have a material adverse effect on our stock price.

Our ability to manage our growth may deteriorate, and our ability to execute our growth strategy may be adversely affected.

        We have experienced substantial growth in recent years. Our growth strategy, which is based on rapidly opening a large number of payday cash advance centers in existing and new markets, is subject to significant risks. We cannot assure you that we will be able to expand our market presence in our current markets or successfully enter new markets through the opening of new payday cash advance centers or acquisitions. Moreover, the start-up costs and the losses from initial operations attributable to each newly opened payday cash advance center place demands upon our liquidity and cash flow, and we cannot assure you that we will be able to satisfy these demands.

        In addition, our ability to execute our growth strategy will depend on a number of other factors, some of which may be beyond our control, including:

•

the prevailing laws and regulatory environment of each state in which we operate or seek to operate, which are subject to change at any time;



•

our ability to obtain and maintain any regulatory approvals, government permits or licenses that may be required;



•

the degree of competition in new markets and its effect on our ability to attract new customers;



•

our ability to compete for expansion opportunities in suitable locations;



•

our ability to recruit, train and retain qualified personnel;



•

our ability to adapt our infrastructure and systems to accommodate our growth; and



•

our ability to obtain adequate financing for our expansion plans.

        We cannot assure you that our systems, procedures, controls and existing space will be adequate to support expansion of our operations. Our growth has placed significant demands on all aspects of our business, including our administrative, technical and financial personnel and systems. Additional expansion may further strain our management, financial and other resources. Our future results of operations will substantially depend on the ability of our officers and key employees to manage changing business conditions and to implement and improve our technical, administrative, financial control and reporting systems. In addition, we cannot assure you that we will be able to implement our business strategy profitably in geographic areas we do not currently serve.

We have substantial existing debt and may incur additional debt, which could adversely affect our business, results of operations and financial condition by limiting our ability to obtain financing in the future and react to changes in our business.

        We have, and will continue to have, a significant amount of debt and may incur additional debt in the future. As of September 30, 2004, after giving pro forma effect to the application of our net proceeds from this offering to repay approximately $180.6 million of our outstanding debt, our total debt would have been approximately $69.7 million and our stockholders' equity would have been approximately $264.4 million. Our significant amount of debt could have important consequences to our business. For example, it could:

•

restrict our operational flexibility through restrictive covenants that will limit our ability to make acquisitions, explore certain business opportunities, dispose of assets and take other actions;

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•

limit our flexibility in planning for, or reacting to, changes in our business;



•

limit our ability to borrow additional funds in the future, if we need them, due to applicable financial and restrictive covenants in our debt instruments;



•

make us vulnerable to interest rate increases, because a portion of our borrowings is, and will continue to be, at variable rates of interest;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt obligations, which will reduce our funds available for working capital, capital expenditures and our growth strategy; and



•

place us at a disadvantage compared to our competitors that have proportionately less debt.

        The terms of our debt limit our ability to incur additional debt but do not prohibit us from incurring additional debt. If current debt levels increase, the related risks that we now face will also increase.

        If we fail to generate sufficient cash flow from future operations to meet our debt service obligations, we may need to seek refinancing of all or a portion of our indebtedness or obtain additional financing in order to meet our obligations with respect to our indebtedness. We cannot assure you that we will be able to refinance any of our indebtedness or obtain additional financing on satisfactory terms or at all, particularly because of our high levels of debt and the debt incurrence restrictions imposed by the terms of our debt.

We depend on loans from banks to operate our business. If banks decide to stop making loans to companies in the payday cash advance services industry, it could have a material adverse affect on our business, results of operations and financial condition.

        We depend on borrowings under our revolving credit facility to fund payday cash advances, capital expenditures to build new centers and other needs. Recently, a major regional bank revised its credit policies to prohibit future loans to companies engaged in the payday cash advance services or car title lending industries. This bank's announcement of its decision to forego lending to companies in these industries was contained in a letter that the bank filed with the Federal Reserve Board in connection with the bank's application for approval of a pending acquisition. The bank's letter referred to comments filed by certain consumer advocacy organizations in connection with the bank's application, and stated that it had revised its credit policies "after considering the potential reputational risks and consumer harm" that could result from lending to companies in these industries. While this bank is not one of our existing lenders under our revolving credit facility, if our current or potential credit banks decided not to lend money to companies in the payday cash advance services industry, we could face higher borrowing costs, limitations on our ability to grow our business as well as possible cash shortages, any of which could have a material adverse effect on our business, results of operations and financial condition.

Our revolving credit facility contains restrictions and limitations that could significantly affect our ability to operate our business.

        Our revolving credit facility contains a number of significant covenants that could adversely affect our business. These covenants restrict our ability, and the ability of our subsidiaries to, among other things:

•

incur additional debt;



•

create liens;



•

effect mergers or consolidations;



•

make investments, acquisitions or dispositions;



•

pay dividends or make other payments;



•

enter into certain sale and leaseback transactions;



•

become subject to further restrictions on the creation of liens;



•

have foreign subsidiaries; and

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•

issue our stock in an initial public offering unless we receive enough net proceeds to prepay our subordinated debt.

        The breach of any covenants or obligation in our revolving credit facility will result in a default. If there is an event of default under our revolving credit facility, the lenders under the revolving credit facility could cause all amounts outstanding thereunder to be due and payable, subject to applicable grace periods. This could trigger cross-defaults under our other existing or future debt instruments. As a result, our ability to respond to changing business and economic conditions and to secure additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might further our growth strategy. If we are unable to repay, refinance or restructure our indebtedness under our revolving credit facility, the lenders under that facility could proceed against the collateral securing that indebtedness. Our obligations under the revolving credit facility are guaranteed by each of our existing and future subsidiaries. The borrowings under the revolving credit facility and the subsidiary guarantees are secured by substantially all of our assets and the assets of the subsidiary guarantors. In addition, borrowings under the revolving credit facility are secured by a pledge of substantially all of the capital stock, or similar equity interests, of the subsidiary guarantors. In the event of our insolvency, liquidation, dissolution or reorganization, the lenders under our revolving credit facility and any other existing or future debt of ours would be entitled to payment in full from our assets before distributions, if any, were made to our stockholders.

We are a holding company with no operations of our own and we depend on our subsidiaries for cash. If our subsidiaries do not generate a sufficient amount of cash that they can provide to us, our liquidity and ability to service our indebtedness, fund our operations or pay dividends on our common stock would be harmed, any of which could have a material adverse effect on our business, results of operations and financial condition.

        We have no operations of our own and derive substantially all of our cash flow and liquidity from our subsidiaries and from our borrowings. We have substantial contractual commitments and debt service obligations. We depend on distributions from our subsidiaries and borrowings to meet our contractual commitments and debt service obligations and to pay dividends on our common stock. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us to enable us to meet our contractual commitments, to pay our indebtedness, to pay dividends on our common stock or to fund our other liquidity needs. Certain states require us to maintain some minimum net worth or liquidity based on the number of payday cash advance centers we operate in the state and other factors. These requirements may restrict our subsidiaries' ability to pay dividends or make other distributions to us. In order to comply with these requirements, we were required to maintain cash and cash equivalents at our subsidiaries in an aggregate amount of $10.2 million as of December 31, 2003 and $9.0 million as of September 30, 2004. In addition, if we undertake additional expansion efforts in the future, our cash requirements may increase significantly. Because of this, we may not have enough cash flow to meet our future liquidity needs, which may have a material adverse effect on our business, results of operations and financial condition.

Our business is seasonal in nature, which causes our revenues, collection rates and earnings to fluctuate. These fluctuations could have a material adverse effect on our results of operations and stock price.

        Our business is seasonal due to the impact of fluctuating demand for payday cash advances and fluctuating collection rates throughout the year. Demand has historically been highest in the third and fourth quarters of each year, corresponding to the back-to-school and holiday seasons, and lowest in the first quarter of each year, corresponding to our customers' receipt of income tax refunds. Our provision for doubtful accounts and agency bank losses, allowance for doubtful accounts and accrual for excess bank losses are historically lowest as a percentage of revenues in the first quarter of each year, corresponding to our customers' receipt of income tax refunds, and increase as a percentage of revenues for the remainder of each year. This seasonality requires us to manage our cash flows over the course of the year. If our revenues or collections were to fall substantially below what we would normally expect during certain periods, our ability to service our debt, pay dividends on our common stock and meet our other liquidity

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requirements may be adversely affected, which could have a material adverse effect on our results of operations and stock price.

        In addition, our quarterly results have fluctuated in the past and are likely to continue to fluctuate in the future because of these seasonal fluctuations. If they do so, our quarterly revenues and results of operations may be difficult to forecast. This difficulty in forecasting could cause our future quarterly results of operations to not meet the expectations of securities analysts or investors. Our failure to meet quarterly expectations could cause a material drop in the market price of our common stock.

Because we maintain a significant supply of cash in our payday cash advance centers, we may be subject to cash shortages due to employee and third-party theft and errors. We also may be subject to liability as a result of crimes at our centers.

        Since our business requires us to maintain a significant supply of cash in each of our payday cash advance centers, we are subject to the risk of cash shortages resulting from employee and third-party theft and errors. Although we have implemented various programs to reduce these risks, maintain insurance coverage for theft and provide security for our employees and facilities, we cannot assure you that employee and third-party theft and errors will not occur. Cash shortages from employee and third-party theft and errors were approximately $876,000 (0.21% of total revenues) in the nine months ended September 30, 2004, $1.7 million (0.4% of total revenues) in 2003 and $2.2 million (0.6% of total revenues) in 2002. Theft and errors could lead to cash shortages and could adversely affect our business, results of operations and financial condition. It is also possible that crimes such as armed robberies may be committed at our payday cash advance centers. We could experience liability or adverse publicity arising out of such crimes. For example, we may be liable if an employee, customer or bystander suffers bodily injury, emotional distress or death. Any such event may have a material adverse effect on our business, results of operations and financial condition.

Any disruption in the availability of our information systems could adversely affect operations at our payday cash advance centers.

        We rely upon our information systems to manage and operate our payday cash advance centers and business. Each payday cash advance center is part of an information network that is designed to permit us to maintain adequate cash inventory, reconcile cash balances on a daily basis and report revenues and expenses to our headquarters. Our back-up systems and security measures could fail to prevent a disruption in our information systems. Any disruption in our information systems could adversely affect our business, results of operations and financial condition.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results and comply with the Sarbanes-Oxley Act of 2002.

        Effective internal controls are necessary for us to provide reliable financial reports, including reports on internal controls required under the Sarbanes-Oxley Act of 2002, and assist in the prevention of fraud. If we cannot provide reliable financial reports, our results of operations could be misstated and our reputation may be harmed. Historically, we may not have maintained a system of internal controls that was adequate for a public company, and in preparing the financial statements included in this prospectus we placed only limited reliance on our historical internal control structure. We cannot assure you that the measures we have taken to date or any future measures will ensure that we will be able to implement and maintain adequate controls over our future financial processes and reporting. If we are unable to implement and maintain adequate internal controls in the future, our business, results of operations and financial condition could be materially adversely affected.

Our centralized headquarters functions are susceptible to disruption by catastrophic events, which could have a material adverse effect on our business, results of operations and financial condition.

        Our headquarters building is located in Spartanburg, South Carolina. Our information systems and administrative and management processes are primarily provided to our zone and regional management and to our payday cash advance centers from this centralized location, and they could be disrupted if a

25

catastrophic event, such as a tornado, power outage or act of terror, destroyed or severely damaged our headquarters. Any of these catastrophic events could have a material adverse effect on our business, results of operations and financial condition.

Potential future acquisitions could be difficult to integrate, divert the attention of key management personnel, disrupt our business, dilute stockholder value and adversely affect our business, results of operations and financial condition.

        We may consider acquisitions of companies, technologies and products that we feel could accelerate our ability to compete or allow us to enter new markets. Acquisitions involve numerous risks, including:

•

difficulties in integrating operations, technologies, accounting and personnel;



•

difficulties in supporting and transitioning customers of our acquired companies;



•

diversion of financial and management resources from existing operations;



•

risks of entering new markets;



•

potential loss of key employees; and



•

inability to generate sufficient revenues to offset acquisition costs.

        Acquisitions also frequently result in the recording of goodwill and other intangible assets which are subject to potential impairments in the future that could harm our financial results. In addition, if we finance acquisitions by issuing convertible debt or equity securities, our existing stockholders may be diluted, which could affect the market price of our stock. As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate, either of which could have a material adverse effect on our business, results of operations and financial condition.

If we lose key management or are unable to attract and retain the talent required for our business, our business, results of operations and financial condition could suffer.

        Our future success depends to a significant degree upon the members of our senior management, particularly William M. Webster IV, our Chief Executive Officer, John T. Egeland, our President, and John I. Hill, our Executive Vice President and Chief Financial Officer. Mr. Webster is our co-founder and has been instrumental in the development of the regulatory and legislative framework in which we operate. Messrs. Egeland and Hill have been instrumental in procuring capital and executing our growth strategies and in providing expertise in managing our operations. The loss of the services of one or more members of senior management could harm our business and development. None of Messrs. Webster, Egeland or Hill has an employment agreement with us, and we do not maintain key man life insurance policies with respect to any of our employees. Our continued growth also will depend upon our ability to attract and retain additional skilled management personnel. If we are unable to attract and retain personnel as needed in the future, our business, results of operations and financial condition could suffer.

Regular turnover among our managers and employees at our payday cash advance centers makes it more difficult for us to operate our payday cash advance centers and increases our costs of operations, which could have an adverse effect on our business, results of operations and financial condition.

        In the year ended December 31, 2003, the turnover among our payday cash advance center managers was approximately 46% and among our other payday cash advance center employees was approximately 92%. Approximately 50% of the turnover has traditionally occurred in the first six months following the hire date of our payday cash advance center managers and employees. This turnover increases our cost of operations and makes it more difficult to operate our payday cash advance centers. If we are unable to retain our employees in the future, our business, results of operations and financial condition could be adversely affected.

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We used to be taxed as an S corporation under Subchapter S of the Internal Revenue Code and claims of taxing authorities related to our prior status as an S corporation could harm us.

        Since October 1, 2001, we have been taxed as a "pass-through" entity under Subchapter S of the Internal Revenue Code. Following this offering, we will be taxed as a C corporation under Subchapter C of the Internal Revenue Code, which is applicable to most corporations and treats the corporation as an entity that is separate and distinct from its stockholders. If our tax returns for the years in which we were an S corporation were to be audited by the Internal Revenue Service or another taxing authority and we were determined not to have qualified for, or to have violated, our S corporation status, we could be obligated to pay back taxes, interest and penalties. These amounts could include taxes on all of our net income while we were an S corporation (which was approximately $199.0 million from October 1, 2001 through September 30, 2004 and could also include any additional net income through the termination of our S corporation status in connection with this offering). Any such claims could result in additional costs to us and could have a material adverse effect on our business, results of operations and financial condition.

Unauthorized use of our intellectual property by third parties may damage our brand.

        Unauthorized use of our intellectual property by third parties may damage our brand and our reputation and could result in a loss of customers. It may be possible for third parties to obtain and use our intellectual property without our authorization. Third parties have in the past infringed or misappropriated our intellectual property or similar proprietary rights. For example, competitors of ours have used our name and other trademarks of ours on their websites to advertise their financial services. We believe infringements and misappropriations will continue to occur in the future.

Risks Related to Our Common Stock and this Offering

        There has been no prior public market for our common stock, and an active trading market may not develop.

        Prior to this offering, there has been no public market for our common stock. The initial public offering price for the shares of our common stock sold in this offering will be determined by negotiation between the representatives of the underwriters on the one hand and the selling stockholders and us on the other. This price may not reflect the market price of our common stock following this offering. An active trading market may not develop following completion of this offering or, if it is developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. We cannot assure you that the market price will equal or exceed the public offering price of your shares. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

Our executive officers, directors and existing stockholders may be able to exert significant control over our future direction.

        After this offering, our executive officers, directors and existing stockholders will together control approximately 74% of our outstanding common stock. As a result, these stockholders, if they act together, may be able to control, as a practical matter, all matters requiring our stockholders' approval, including the election of directors and approval of significant corporate transactions. As a result, this concentration of ownership may delay, prevent or deter a change in control, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company or its assets and might reduce the market price of our common stock.

Investors will incur immediate and substantial dilution in the book value of their investment.

        The initial public offering price will be substantially higher than the net tangible book value per share of the outstanding common stock. If you purchase shares of our common stock, you will incur immediate and substantial dilution in the amount of $12.36 per share, based on an assumed initial public offering

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price of $14.00 per share, which is the mid-point of the initial public offering price range set forth on the cover of this prospectus.

The use of our common stock to fund acquisitions or to refinance debt incurred for acquisitions could dilute existing shares.

        From time to time, we may consider opportunities to acquire payday cash advance companies or businesses. Future acquisitions, if any, could provide for consideration to be paid in cash, shares of our common stock, or a combination of cash and shares. If the consideration for an acquisition is paid in common stock, existing stockholders' investments could be diluted. Furthermore, we may decide to incur debt to fund all or part of the costs of an acquisition and may later issue additional shares of common stock to reduce that debt or to provide funds for future acquisitions. The issuance of additional shares of common stock for those purposes would also dilute our existing stockholders' investments.

Applicable laws and our certificate of incorporation and bylaws may discourage takeovers and business combinations that our stockholders might consider in their best interest.

        State laws and our certificate of incorporation and bylaws may delay, defer, prevent or render more difficult a takeover attempt that our stockholders might consider in their best interests. For instance, they may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future.

        State laws and our certificate of incorporation and bylaws may also make it difficult for stockholders to replace or remove our directors. These provisions may facilitate entrenchment of directors which may delay, defer or prevent a change in our control, which may not be in the best interests of our stockholders.

        The following provisions that are included in our certificate of incorporation and bylaws have anti-takeover effects and may delay, defer or prevent a takeover attempt that our stockholders might consider in their best interests. In particular, our certificate of incorporation and bylaws:

•

permit our board of directors to issue one or more series of preferred stock;



•

prohibit stockholders from filling vacancies on our board of directors;



•

prohibit stockholders from calling special meetings of stockholders and from taking action by written consent;



•

impose advance notice requirements for stockholder proposals and nominations of directors to be considered at stockholder meetings; and



•

require the approval by the holders of at least 80% of the voting power of our outstanding capital stock entitled to vote on the matter for the stockholders to amend the provisions of our bylaws and certificate of incorporation described in the second through fourth bullet points above and in this bullet point.

        In addition, many of our subsidiaries are licensed by, and subject to, the regulatory and supervisory jurisdiction of the states where they do business. Under change in control statutes of some of these states, any person, acting alone or with others, who is seeking to acquire, directly or indirectly, 5% or more of our outstanding common stock may need to be approved by the authorities within those states. As a result, prospective investors who intend to acquire a substantial portion of our common stock may need to be aware of and to comply with those state requirements, to the extent applicable.

        In addition, Section 203 of the General Corporation Law of the State of Delaware may limit the ability of an "interested stockholder" to engage in business combinations with us. An interested stockholder is defined to include persons owning 15% or more of our outstanding voting stock.

We can redeem your common stock if you are or if you become a disqualified person.

        Federal and state laws and regulations applicable to providers of payday cash advance services may now or in the future restrict direct or indirect ownership or control of providers of payday cash advance

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services by disqualified persons (such as convicted felons). Our certificate of incorporation provides that we may redeem shares of your common stock to the extent deemed necessary or advisable, in the sole judgment of our board of directors, to prevent the loss of, or to secure the reinstatement or renewal of, any license or permit from any governmental agency that is conditioned upon some or all of the holders of our common stock possessing prescribed qualifications or not possessing prescribed disqualifications. The redemption price will be the average closing sale price per share of our common stock during the 20-trading-day period ending on the second business day preceding the redemption date fixed by our board of directors. At the discretion of our board of directors, the redemption price may be paid in cash, debt or equity securities or a combination of cash and debt or equity securities.

Sales of a substantial number of shares of our common stock following this offering may adversely affect the market price of our common stock and the issuance of additional shares will dilute all other stockholdings.

        Sales of a substantial number of shares of our common stock in the public market or otherwise following this offering, or the perception that such sales could occur, could adversely affect the market price of our common stock. After completion of this offering, there will be approximately 84 million shares of our common stock outstanding. Of our outstanding shares, the shares of common stock sold in this offering will be freely tradable in the public market, except for any shares sold to our "affiliates," as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the Securities Act), and, if the purchaser acquires in excess of 100 shares, any shares purchased through our directed share program will be subject to 180-day lock-up agreements and restrictions imposed by the National Association of Securities Dealers, Inc., or NASD. The 61,499,994 shares of our common stock outstanding prior to this offering that are not being sold in this offering, and prior to our issuance of 776,728 shares in connection with our acquisition of two airplanes that we use and the entity that owns our headquarters building, will also be saleable to the public under Rule 144. In addition, our certificate of incorporation permits the issuance of up to approximately 166 million additional shares of common stock after this offering. Thus, we have the ability to issue substantial amounts of common stock in the future, which would dilute the percentage ownership held by the investors who purchase our shares in this offering. See "Shares Eligible for Future Sale" for further information regarding circumstances under which additional shares of our common stock may be sold.

        We, each of our directors and senior officers, and our selling stockholders have agreed, with limited exceptions, that we and they will not, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the underwriters, during the period ending 180 days after the date of this prospectus, among other things, directly or indirectly, offer to sell, sell or otherwise dispose of any shares of our common stock or file a registration statement with the SEC relating to the offering of any shares of our common stock.

        Upon consummation of this offering, certain of our existing stockholders will enter into a registration rights agreement with us. Pursuant to that registration rights agreement, and after the lock-up agreements pertaining to this offering expire 180 days from the date of this prospectus, these stockholders may demand that we register under the Securities Act for resale all or a portion of the approximately 36 million shares of our common stock held by the stockholders who are a party to that agreement. Registration of the sale of these shares of our common stock would facilitate their sale into the public market. If, upon the expiration of the 180-day lock-up period, any of the existing stockholders sell a large number of shares, the market price of our common stock could decline.

        Assuming the underwriters do not exercise their over-allotment option, immediately after the lock-up agreements pertaining to this offering expire 180 days from the date of this prospectus unless waived earlier by Morgan Stanley & Co. Incorporated, up to 61,499,994 of the shares outstanding prior to this offering will be eligible for future sale in the public market at prescribed times pursuant to Rule 144 under the Securities Act, or otherwise. Sales of a significant number of these shares of common stock in the public market could reduce the market price of the common stock.

        Shares registered under a registration statement on Form S-8 to be filed by us prior to or after the consummation of this offering will be available for sale into the public markets, subject to the vesting of restricted stock and to the exercise of any future issued options, if any.

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FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements. All statements other than historical information or statements of current condition contained in this prospectus, including statements regarding our future financial performance, our business strategy and expected developments in the payday cash advance services industry, are forward-looking statements. The words "expect," "intend," "plan," "believe," "project," "anticipate," "may," "will," "should," "would," "could," "estimate," "continue" and similar expressions are intended to identify forward-looking statements.

        We have based these forward-looking statements on management's current views and expectations. Although we believe that the current views and expectations reflected in these forward-looking statements are reasonable, those views and expectations, and the related statements, are inherently subject to risks, uncertainties and other factors, many of which are not under our control and may not even be predictable. These risks, uncertainties and other factors could cause the actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and factors include, but are not limited to:

•

our relationships with the lending banks and with the banks party to our revolving credit facility;



•

federal and state governmental regulation of payday cash advance services, short-term consumer lending and related financial services businesses;



•

current and future litigation and regulatory proceedings against us, including but not limited to those against us in Florida, Georgia and North Carolina;



•

the possibility that we may have to permanently cease our operations in Georgia and North Carolina;



•

theft and employee errors;



•

the availability of adequate financing, suitable payday cash advance centers and experienced management employees to implement our growth strategy;



•

the accuracy of our estimates of payday cash advance losses;



•

increases in interest rates, which would increase our borrowing costs;



•

the fragmentation of the payday cash advance services industry and competition from various other sources, such as other payday cash advance providers, small loan providers, short-term consumer lenders, banks, savings and loans and other similar financial services entities, as well as retail businesses that offer consumer loans or other products or services similar to those offered by us;



•

customer demand and response to services offered at our payday cash advance centers;



•

our lack of product and business diversification; and



•

the other matters set forth under "Risk Factors."

        We expressly disclaim any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of our shares of common stock.

        You are cautioned not to rely unduly on any forward-looking statements. These risks and uncertainties are discussed in more detail elsewhere in this prospectus, including under "Risk Factors," "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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PRIOR S CORPORATION STATUS

        Because we have been an S corporation for federal and certain state income tax purposes, our income has been allocated to our individual stockholders rather than to us. We will terminate our S corporation status in connection with the closing of this offering and will thereafter be taxed as a C corporation for federal and state income tax purposes. In contemplation of the termination of our S corporation status, we have paid a number of dividends to our existing stockholders, as described in "Dividend Policy."

        In addition, as a result of the revocation of our S corporation status in connection with this offering, we will record a net deferred tax liability and a corresponding income tax expense on the revocation date. See "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Prior S Corporation Status."

USE OF PROCEEDS

        We estimate that the net proceeds we will receive from the sale of 14,333,333 shares of common stock by us in this offering will be approximately $180.6 million, at an assumed initial public offering price of $14.00 per share, which is the mid-point of the initial public offering price range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated unpaid offering expenses.

        We intend to use substantially all of the approximately $180.6 million in net proceeds we receive from the sale of shares of common stock by us in this offering to repay outstanding debt as follows:

•

approximately $112.2 million will be used to repay borrowings under our revolving credit facility, which matures on July 16, 2009 and bears interest at variable rates;



•

approximately $30.7 million will be used to repay all of the outstanding subordinated debt we issued in connection with our acquisition of the National Cash Advance group of affiliated companies in 1999, which we refer to as the National Cash Advance subordinated debt, which matures on October 15, 2007 and bears interest at an annual interest rate of 13%;



•

approximately $19.2 million will be used to repay all of the outstanding subordinated debt we issued to repurchase some of our common stock, which we refer to as the stock repurchase subordinated debt, approximately $16.4 million of which matures on October 15, 2007 and bears interest at an annual interest rate of 13% and approximately $2.8 million of which matures upon settlement of certain liabilities retained by the sellers of the National Cash Advance group of affiliated companies to us and bears interest at an annual interest rate of 13%; and



•

approximately $18.5 million will be used to repay all of the outstanding subordinated debt we issued to our stockholders from time to time, which we refer to as the notes payable to stockholders, which mature on October 15, 2007 and bear interest at annual interest rate of 13%.

        We intend to use any remaining net proceeds we receive to repay additional borrowings under our revolving credit facility. As of September 30, 2004, we had approximately $160.3 million of borrowings outstanding on our revolving credit facility and approximately $5.4 million of letters of credit outstanding, leaving approximately $99.3 million available for future borrowings. As of September 30, 2004, after giving pro forma effect to (1) $15.4 million of additional borrowings under our revolving credit facility to repay subordinated debt that matured on October 15, 2004 and (2) the repayment of approximately $112.2 million of borrowings under this facility with proceeds that we receive from this offering, approximately $196.1 million would have been available for future borrowings under this facility. Any portion of our revolving credit facility that is repaid may be borrowed again in the future.

        For a description of our revolving credit facility and the subordinated debt to be repaid with the net proceeds we receive from this offering, see "Description of Senior Bank Debt, Other Long-Term Debt Obligations and Mortgage Payable" on page 116.

        We will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders in this offering.

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DIVIDEND POLICY

        Upon the completion of this offering, our board of directors currently intends to adopt a policy of paying a quarterly cash dividend on each share of our common stock of 0.625% of the average of the closing sale prices of our common stock on the New York Stock Exchange on the last ten trading days of the prior quarter, not to exceed $.09 per share of common stock per quarter unless our board of directors determines otherwise, commencing the first quarter of 2005. Any determination to pay dividends, and the amounts of any dividends, will be at the sole discretion of our board of directors and will depend upon many factors, including:

•

our subsidiaries' payment of dividends and other distributions to us;



•

our net income, results of operations and cash flows and our other cash needs;



•

our financial position and capital requirements;



•

general business conditions and the outlook for our company;



•

any legal, tax, regulatory and contractual restrictions on the payment of dividends, including restrictions under our revolving credit facility; and



•

any other factors our board of directors deems relevant.

We are not required to pay any dividends, and our board of directors may at any time modify or revoke our dividend policy.

        We paid cash dividends to our existing stockholders of approximately all of the income we earned while we were an S corporation and on which the existing stockholders were taxed. These cash dividends included approximately $79.2 million in the nine months ended September 30, 2004, $101.5 million in the year ended December 31, 2003 and $40.0 million in the year ended December 31, 2002. Of such cash dividends, approximately $22.2 million, $37.5 million and $30.0 million, respectively, was paid to enable our existing stockholders to make tax payments on our income or represented amounts that we paid directly to state taxing authorities on behalf of these stockholders. Tax distributions have historically been set at approximately 43% of our net income, which approximates the effective tax rate applicable to our existing stockholders. Prior to the closing of this offering, we expect to pay approximately $465,000 to state taxing authorities for certain estimated taxes owed by our existing stockholders on our income through September 30, 2004.

        We are a holding company and have no direct operations. As a result, our ability to pay dividends depends primarily on our receiving dividends and/or other distributions from our subsidiaries. There are certain contractual and regulatory limitations affecting the ability of our subsidiaries to pay dividends and make other distributions to us and on our ability to pay dividends to our stockholders. There are no assurances of our ability to pay dividends in the future. See "Risk Factors—Risks Related to Our Business and Industry—We are a holding company with no operations of our own and we depend on our subsidiaries for cash. If our subsidiaries do not generate a sufficient amount of cash that they can provide to us, our liquidity and ability to service our indebtedness, fund our operations or pay dividends on our common stock would be harmed, any of which could have a material adverse effect on our business, results of operations and financial condition." State regulations require that certain of our subsidiaries hold a minimum amount of cash and cash equivalents. As of September 30, 2004, our subsidiaries held approximately $9.0 million of cash and cash equivalents that was restricted. This amount is reflected as "Restricted Cash" in our consolidated balance sheet at such date. While there are no state regulatory restrictions on the payment of dividends by our subsidiaries, the regulatory cash maintenance requirements affect the amounts that we need to borrow under our revolving credit facility and therefore the ratio of our consolidated senior funded debt to our consolidated EBITDA (as these terms are defined in our revolving credit facility). Our revolving credit facility restricts our ability to pay dividends in the future depending on the absence of any default or event of default, our net income and the ratio of our consolidated senior funded debt to our consolidated EBITDA. See "Description of Senior Bank Debt, Other Long-Term Debt Obligations and Mortgage Payable" beginning on page 116 for a description of the quarterly tests applicable under our revolving credit facility for the payment of dividends.

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CAPITALIZATION

        Set forth below is our cash and cash equivalents and total capitalization as of September 30, 2004, on an actual basis and as adjusted to give effect to the following events as if such events had occurred on September 30, 2004:

•

the issuance by us of shares of common stock to our Chairman, certain of our stockholders and affiliated parties simultaneously with the closing of this offering at the initial public offering price in connection with our acquisition of certain aircraft that we use and the entity that owns our headquarters building, as described under "Certain Relationships and Related Party Transactions," which, assuming an initial public offering price of $14.00 per share (the midpoint of the price range set forth on the cover of this prospectus), will result in the issuance of 776,728 shares of common stock;



•

the grant and assumed issuance by us of restricted shares of common stock under our 2004 Omnibus Stock Plan to certain of our directors, officers and employees on the closing of this offering, which assuming an initial public offering price of $14.00 per share (the midpoint of the price range set forth on the cover of this prospectus), will result in the issuance of 249,990 shares of common stock;



•

the recording of a net deferred tax liability of approximately $7.2 million as of September 30, 2004, arising from the termination of our S corporation status (the actual amount of the net deferred tax liability will be determined after giving effect to our operating results through the date of termination of our S corporation status and will be reflected in our results for the quarter during which our S corporation status is terminated);



•

$15.4 million of additional borrowings after September 30, 2004 under our revolving credit facility and the application of the proceeds of such borrowings to repay certain subordinated debt that matured on October 15, 2004; and



•

this offering and the application of the approximately $180.6 million in estimated net proceeds to us from this offering as described under "Use of Proceeds."

        You should read this table in conjunction with "Use of Proceeds," "Selected Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes that are included elsewhere in this prospectus.

(1)

Does not include letters of credit outstanding of approximately $5.4 million as of September 30, 2004.

(2)

Gives effect to the amendment and restatement of our certificate of incorporation and (i) our 500,000-for-1 split of our common stock, by means of a stock dividend, which we effected on August 11, 2004, and (ii) our 0.908439145-for-1 reverse split of our common stock, which we effected on November 23, 2004.

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DILUTION

        The net tangible book value of our common stock as of September 30, 2004 was a deficit of approximately $46.4 million, or a deficit of $.68 per share of our common stock. Net tangible book value per share represents the amount of our total tangible assets (which excludes goodwill and debt issuance costs) minus our total liabilities, divided by the 68,666,661 shares of our common stock that were outstanding as of September 30, 2004. As of such date, the pro forma net tangible book value of our common stock was a deficit of approximately $42.8 million, or $.61 per share of common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets minus our total liabilities, divided by the shares of our common stock outstanding, after giving effect to (i) the issuance by us of shares of common stock to our Chairman, certain of our stockholders and affiliated parties simultaneously with the closing of this offering at the initial public offering price in connection with our acquisition of certain aircraft that we use and the entity that owns our headquarters building, as described under "Certain Relationships and Related Party Transactions," which, assuming an initial public offering price of $14.00 per share (the midpoint of the price range set forth on the cover of this prospectus), will result in the issuance of 776,728 shares of common stock, (ii) the grant and assumed issuance by us of restricted shares of common stock under our 2004 Omnibus Stock Plan to certain of our directors, officers and employees on the closing of this offering, which assuming an initial public offering price of $14.00 per share (the midpoint of the price range set forth on the cover of this prospectus), will result in the issuance of 249,990 shares of common stock, and (iii) the recording of a net deferred tax liability of approximately $7.2 million as of September 30, 2004, arising from the termination of our S corporation status (the actual amount of the net deferred tax liability will be determined after giving effect to our operating results through the date of termination of our S corporation status and will be reflected in our results for the quarter during which our S corporation status is terminated). After giving effect to the sale of 14,333,333 shares of our common stock in this offering at an assumed initial public offering price of $14.00 per share, which is the mid-point of the initial public offering price range set forth on the cover of this prospectus, our pro forma as adjusted net tangible book value on September 30, 2004 would have been approximately $137.5 million, or $1.64 per share. This represents an immediate increase in pro forma net tangible book value of $2.32 per share to our existing stockholders and an immediate dilution of $12.36 per share to new investors who purchase our common stock in this offering at the assumed initial public offering price. The following table shows this immediate per share dilution:

        The following table summarizes, as of September 30, 2004, the differences between the average price per share paid by our existing stockholders and by new investors purchasing shares of common stock from us in this offering at the assumed initial public offering price of $14.00 per share, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us:

        The sale of shares by selling stockholders in this offering reduces the shares of common stock held by existing stockholders to 61,499,994 shares, or 74% of the aggregate number of shares of common stock outstanding after this offering, and increases the shares held by new investors to 21,500,000 shares, or 26% of the aggregate number of shares of common stock outstanding after this offering. If the underwriters fully exercise their over-allotment option, the number of shares of common stock held by our existing stockholders will be reduced to 58,274,994 shares, or 70% of the aggregate number of shares of common stock outstanding after this offering, and the number of shares of common stock held by new investors will increase to 24,725,000, or 30% of the aggregate number of shares of common stock outstanding after this offering. The above table and the discussion in this paragraph do not include the shares of common stock that will be issued in connection with our purchase of certain aircraft and our headquarters, as described under "Certain Relationships and Related Party Transactions", or the grant of restricted shares of common stock under the 2004 Omnibus Stock Plan.

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SELECTED CONSOLIDATED FINANCIAL INFORMATION

        The following tables set forth our selected consolidated financial information and other financial and statistical data for the periods ended and as of the dates indicated. You should read this information in conjunction with the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

        We derived the following selected consolidated financial information as of December 31, 2002 and 2003 and for each of the years in the three-year period ended December 31, 2003 from our audited consolidated financial statements and the related notes included elsewhere in this prospectus. We derived the following selected consolidated financial information as of December 31, 2001, 2000 and 1999 and for each of the years in the two-year period ended December 31, 2000 from our audited consolidated financial statements and the related notes, which are not included elsewhere in this prospectus. We derived the following selected consolidated financial information as of and for the nine months ended September 30, 2004 and 2003 from our unaudited consolidated financial statements and the related notes included elsewhere in this prospectus. These unaudited consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair statement of our financial position and results of operations for this period. The results for any interim period are not necessarily indicative of the results that may be expected for a full year.

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