Skip Falgout – Chairman Hank Henderson – President and CEO Jeff Williams – CFO

Dan Furtado Bill Armstrong – C.L. King & Associates John Hecht – JMP Securities Dennis Telzrow – Stephens Inc. Lars Manson [ph] – Lagart [ph] Alan Brochstein – AB Analytical Services Dennis Tennel [ph] – Budapest Capital [ph]

Good morning everyone. Thank you for holding and welcome to the America's Car-Mart second quarter 2009 conference call. The topic of this call will be the earnings and operating result's for the company's fiscal second quarter ended October 31, 2008. Before we begin, I would like to remind everyone that this call is being recorded and will be available for replay for the next 30 days. The dial-in number and access information are included in this morning's press release, which can be found on America's Car-Mart website at www.car-mart.com. As you all know, some of management's comments today may include forward-looking statements, which inherently involves risks and uncertainties that could cause actual results to differ materially from management's present view. These statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. The company cannot guarantee the accuracy of any forecast or estimate, nor does it undertake any obligation to update such forward-looking statements. For more information regarding forward-looking information, please see Item 1 of Part 1 of the company's Annual Report on Form 10-K for the fiscal year ended April 30, 2008, and its current and quarterly reports furnished to or filed with the Securities and Exchange Commission on Forms 8-K and 10-Q. Participating on this call this morning are Skip Falgout, Car-Mart's Chairman of the Board; Hank Henderson, the company's Chief Executive Officer and President; and Jeff Williams, Chief Financial Officer. And now, I'd like to turn the call over to the company's Chairman of the Board, Skip Falgout.

Thank you. We are pleased to announce this morning that we reported net income rose 12% to $3.9 million or $0.33 per diluted share. That is $0.35 excluding a non-cash $0.02 reduction for change in fair value of interest rate swap, which Jeff will talk to about later in this call. And that is for the second quarter of fiscal 2009 versus $3.5 million or $0.29 per share for the prior period quarter. Overall revenue growth was 5.5% and same-store revenue growth was 5.3%, which we consider strong considering the seasonality and the macroeconomic issues affecting consumers today. On the credit and collection front, we also showed significant improvement, as our accounts over 30 days past due held steady at 3.8%. Our provision for credit loss increased to 22% of sales in contrast to 22.9% for the prior year quarter. Jeff has additional credit information. We'll have some background of the percentages in just a minute. Again, these are solid results for this quarter. Following up on some of our comments in today’s press release we believe that Car-Mart’s conservative balance sheet and strong cash flow make us uniquely – a unique and formidable player in the used auto retail and financing sector. While others in this industry were attracted by seemingly easy credit we stayed true to our core values and principles and grew our business methodically out of cash flow and through traditional bank financing, whereby we hold and are responsible for the performance of our loan portfolio. We never were swayed by the securitization attraction and never felt comfortable with excess leverage. Because of our consistently conservative approach we are doing just fine while our competitors are trying to adjust to this new and more difficult financing environment. Also as I mentioned in the release today, a little over a year ago we changed our senior management incentive structure to reflect the economic profit per share instead of GAAP profit. Although we're confident in our gap assumptions by tying our compensation to economic profit we utilize through that cash and economics of our portfolio performance to determine financial results and by utilizing the economic profit as the measurement we must consider the amount of capital we deploy to achieve expected financial results, and we focus on economic profit per share, which is most relevant to you and our investors. We’re all in the same page. This relatively straightforward capital structure and compensation plan allows our interests with our shareholders and as a major shareholder of this company I like this and it makes sense. There are no easy answers and we use no creative or confusing accounting or financing structure or techniques. Our management team and all of our associates have worked diligently to improve where we do business constantly upgrading and innovating new ways to make us more successful in our business all within a framework of conservative and safe capital structure, which will allow us to continue our steady, profitable growth all by doing what we have been doing for over 27 years selling quality vehicles, holding, and net packaging and selling our loans and providing the excellent customer service, so that we can earn our customers’ repeat business. I will assure you we will stay on that path. Now I will turn it over to Jeff.

Thanks Skip. As mentioned in the press release, our top line revenues for the quarter increased by 5.5% compared to the second quarter of last year. The increase was the result of 0.6% increase in retail unit volume, 4.9% increase in our average retail selling price, 9.2% increase in interest income offset by $91,000 decrease in wholesale sales. Same store revenue increased by 5.3%. Overall revenue was up only 5.5% as we do feel that we did see some effects from the significant macro issues that were prevalent during our second quarter. We feel that we did pick up solid market share during the quarter and will continue to benefit from our increased advertising and branding efforts and other sales initiatives. We also believe that we will continue to see benefit from the expansion of our market as a result of the continuing constriction in the credit markets above us and expect more good customers to be coming to us for their basic transportation needs. Our down payment percentage for the quarter was 7% the same as last year’s second quarter. Higher down payments including deferred down payments are very important and can have a significant positive effect on individual loan as well as overall improved [ph] performance. In looking forward, we do expect down payments in our coming third quarter, which began November 1 to be sequentially less than our second quarter and be less than our third quarter of last year. This is due to the significant expansion of our zero down tax promotion, which actually began at the very end of October. Zero down is in effect a deferred down payment program as we schedule special payments to coincide with actual tax refund receipts for our customers. We do not account these special payments in our down payment percentages but fully expect special payments, which typically equal or exceed our normal down payments, to be received in January and during our fourth quarter to be very strong this year. For the quarter, our initial – our average initial loan term was approximately 26 months compared to approximately 25 months for the second quarter of fiscal 2008. The 26 months is down slightly about 1 week from our sequential quarter. The initial term was up due to the 4.9% increase in average retail sales price quarter-over-quarter, $8913 compared to $8496. It should be noted that the average retail sales price for the quarter was actually down for the second consecutive quarter. The average price for the current quarter was $76 or 0.85% lower than the fourth quarter of fiscal 2008 which was $8989, the highest level we have seen. The overall price decrease resulted from mix changes as well as general improvements within the purchasing department. We’re very happy to see the price reductions for several reasons including number one, a price reduction increases the affordability for our customers and number two, lower priced cars carry higher gross margin percentages again allowing us to keep terms affordable for our customers. As we have mentioned in previous calls, going forward we do expect to see some growth in our average retail sales price when compared to prior year results but we will work hard to minimize these increases while ensuring that we continue to provide our customers with the quality and the mix of vehicles that they need. Even though we had a solid quarter we are somewhat disappointed in that the average number of retail units sold per lot per month was up only 2.8%for the quarter as compared to last year’s second quarter from 24.8 to 25.5 units. No doubt some of this was due to macro issues out of our control but we know that we can improve and do feel that our continuing focus on no lot left behind will allow us to push this number up above 30 where it had historically been prior to our significant lot count expansion. Once again, we continue to believe that all of our dealerships but particularly our newer dealerships have significant leveraging opportunities. We have capacity to increase sales volumes, GAAP profits, and most importantly real economic profits going forward. Interest income was up 9.2% for the quarter, as the average finance receivable balance was up about $36 million, offset by a decrease in the effective interest rate to 11.8% from 12.9% for the prior period. This decrease in rates was a result of decreases in the Federal primary discount rate, the base rate used for loans generated in Arkansas [ph]. The maximum rate allowed in Arkansas is the discount rate plus 5%. Currently that is 6.25%. Twelve months ago at October 31, 2007, the maximum rate in Arkansas was 10.25% and 15 months ago at July 31, 2007, the rate was 11.25%. For the second quarter of this year our gross profit margin percentage was 42.8% of sales, up from 42.1% from the second quarter of last year and down from 43.6% sequentially. The increase over the prior year mostly resulted from increased efficiencies in retail pricing offset by slightly higher operating expenses of gasoline and repair costs. The decrease sequentially resulted from selling a higher percentage of wholesales, higher operating expenses mostly repair costs, offset by retail pricing efficiencies. We will continue to focus our efforts on purchasing costs, retail pricing, and repair and transport costs and expect to see gross margin percentages stay around the 43% level on a go forward basis. In the second quarter of this year SG&A as a percentage of sales increased to 19.1% from 18.7% in the same period last year. The overall dollar increase for SG&A related to higher payroll costs, a large percentage of which related to performance based compensation at the lot level. Additionally, there was a $300,000, 46 basis point increase in non-cash stock based compensation during the quarter. Sequentially, we saw a $300,000 decrease in SG&A costs due mostly to lower compensation costs, $200,000 of which were stock based. Once again we will continue to review our infrastructure, to ensure that we have adequate support for our associates in the field but feel at the current volume levels, we have a good solid structure that we can continue to leverage. For the current quarter, net charge-offs as a percentage of average finance receivables was 6.2% compared to 6.7% for the prior year's quarter. Collections as a percentage of average finance receivables decreased to 16.3% from 16.6% for the prior year quarter and from 16.4% for the first quarter of 2009. The decrease in the collection percentage between years relates to a large extent on the longer originating term offset by a lower effective interest and equates to about $650,000 less in cash receipts for the quarter. We are keenly aware of the importance of our collections efforts and we will be working very hard in the coming months in this area. Again, looking forward, we currently expect our overall collection results for the entire year to be strong. These results, of course, will be somewhat dependent on the results of collecting our zero down special payments, which we will begin receiving towards the end of January. The tax refund season is very important for our collections efforts over and above the zero down special payments and our general managers will be working with our customers to ensure tax refunds are utilized effectively in managing their individual accounts. At October 31, 2008, our 30-plus past due accounts were at 3.8% compared to 3.8% at the end of October 2007. We’re pleased with this percentage as it is below our historical average of around 4.5% at this time of the year. Our allowance for loan losses remains at 22% of finance receivables at October 31, 2008. The provision for credit losses was 22% of sales compared to 22.9% for the second quarter of fiscal 2008. We have seen significant improvement in our credit losses thus far this year and are very proud of the efforts from our associates. We saw strong cash flows during the quarter reflected in the $4.8 million reduction in total debt. We did receive a $3.2 million income tax refund from the IRS during the second quarter, which was used to pay down our revolving credit facility. Our total debt stood at 37.8 million at October 31, 2008, which is actually less than our debt level back in fiscal 2002. In fact at April 30, 2002, our total debt was $40 million on a finance receivable base of $75 million. Since that time we have been able to grow finances receivables by $148 million and actually pay down a net $2 million in debt. With the significant disruption in the debt markets over the last several months, we are even more proud of our healthy balance sheet and are well positioned to continue to grow from our internally generated cash flows and increases in our revolver if needed. At October 31, 2008, we had $21.5 million in availability under our credit facility. We’re currently working with our lenders to renew our credit facility well in advance of the April 30, 2009, expiration date based on our strong long-term relationship with our lead lender, Bank of Oklahoma. Our low leverage and our strong operating performance, we feel very good about our renewal but are conscious of the fact that our overall interest rates may increase somewhat. We hope to have an announcement on our debt renewal within the next few weeks. As we have discussed, we have made significant investments over the last 2.5 years in our infrastructure to be in a position to increase our top line at an accelerated rate into the future. Since we do not know what the credit environment will look like in the future we want to ensure we maintain adequate availability so as to not be in a position of having to slow down growth as we have seen others in our industry have to deal with. We will continue to consider buying back stock under our repurchase plan but our foremost concern currently is ensuring that we have adequate funding to grow our business well into the future, which will benefit our shareholders over the long term. We will continue to view any future investment decisions from an economic profit perspective. As discussed, our current debt to equity ratio at 25.5%, and our debt to finance receivables ratio of 16.9% are very low and a testament to our commitment to maximizing cash flows. During the second quarter we had a $0.02 noncash charge related to a change in fair-value of our interest rate swap agreement, which was entered into in May of 2008. The agreement provides that the company pay interest on a $20 million notional amount at a fixed rate and receive monthly interest on a notional amount on a floating rate based on prime. The effective rate at the end of October was 6.43%. The change in fair-value was caused by a number of factors including changes in interest rates, amount of notional debt outstanding and the number of months until maturity since the company intends to hold the swap until maturity which is May, 2013. This charge, which resulted from a change in fair value, will reverse by the maturity date. Changes in the fair value will continue to be recognized quarterly as noncash charges or gains as the case may be. It should be noted that should our pricing tiers under our revolving credit facility be adjusted with the renewal such that we are no longer paying prime plus a quarter that we are currently at are in an effective rate under the swap agreement could change from the current 6.43%. Now I'll turn it over to Hank.

All right. Thanks, Jeff. Obviously I’m extremely pleased that we are continuing to produce positive results on all fronts, purchasing, sales, and collections are all headed in the right direction and the hard work and commitment of our dedicated associates that are making it happen is duly noted and greatly appreciated. As mentioned in our press release this morning, while most of the automobile market is experiencing a decline in sales, ours have actually increased substantially as we compare the first six months of our current fiscal year with last despite the fact that trade in numbers have been down at the new car stores. Our purchasing team has very effectively been able to maintain an impressive inventory both in terms of price and mix. Our average purchase price to stay flat this year as we continue to provide our customers with a good selection. I believe it is also important to note that our turnover within our purchasing department is extremely low and by no means due to lower expectations. This low turnover and the expertise and effectiveness of our purchasing agents continue to grow and I have great confidence in their ability to continue to meet our inventory demands as our sales increase and I’m very proud of this group. The purchase of the right vehicle for the right profit is the critical first step towards assuring a good deal for both Car-Mart and our customer and again I am very pleased with the overall performance of our purchasing department. One component of our efforts to increase sales is expanding sales within the Hispanic market and we are very pleased to announce that Albert Orbocco [ph] has joined our sales department recently as our new Director of Marketing, would focus specifically on developing the Hispanic market. Albert's hard at work and I am confident that with his expertise and positive attitude his contributions be very evident in our results in a short time. We are very excited about the opportunity that lies ahead is we better develop this market. Presently we’re particularly focused on the Northwest Arkansas and (inaudible) markets as these areas present the greatest opportunity in this particular market. But there are many other markets where we are located that we will begin working to develop very soon as well. Also now in the saddle is Bill Elevando [ph]. Bill is the Director of Collection Practices and Review. We discussed that a little bit in our last call. He brings 18 years of expertise in this area to Car-Mart as well as extremely positive and enthusiastic leadership and I look forward to working with Bill as we continue to work to improve the efficiencies of our collection efforts. His focus will not only be ensuring effective collections but also on customer retention as well. We would like to make you aware of a particularly significant achievement that was realized just this past month. As we mentioned on our last call we are increasing our efforts on the recruitment and training of not only future General Managers but for all positions. And as a significant step for this effort Rob Hay was promoted to the newly created position of Vice President of Staffing and Development. And I am very pleased to tell you that in the first quarter and with Rob leading this charge we hit our target number of management trainees that we wanted to have in place. Our goal has been to be there by the end of December and we are already there. We are well aware that our future success will be dictated by our ability to hire, train, and retain the very best people possible and preserve our principles and culture that have gotten us this far. I recently had the opportunity to spend a day with several of the newly hired management trainees and I can tell you I could not be more pleased with quality of people we presently have in this program. For now we have slowed down our new store openings but we haven’t halted them completely. This past month we opened a new lot in Decatur, Alabama, making this our fifth dealership in Alabama and bring our total number of stores presently to 92. Throughout the remainder of the year we plan to continue to be conservative on the number of new stores we open as our primary focus is to work to increase the profitability of each of our existing dealerships. We have significant capacity to grow sales and increase profitability on our existing store base as we do presently have many young [ph] lots in operations that are yet to reach their potential. Our plan is to open 3 more new stores this present fiscal year and one of those will be an additional location in Northwest Arkansas. With all the growth in this area in recent years and the extent of existing customer base we already have here it became evident that we actually needed an additional location right here in our backyard. Technically this new location is in Rogers, Arkansas but in this area pretty much all runs together now. The new location will be much more convenient for Berryville customers as well as those customers who come down across the line from Missouri. Construction of this new location will begin this next month and we plan to have it open this spring. We are also continuing to make excellent progress on the expansion projects underway in North Little Rock, Arkansas; Muskogee, Oklahoma; and Sherman, Texas. We plan to have each of these completed and moved in within the next 90 days. These new facilities will allow these locations to operate much more efficiently and continue to grow their sales numbers. In summary, I guess the most important point that I want you to know is that I believe we have assembled an excellent team here which what we have been working towards for quite some time now. And I do have great confidence in the leadership we have in place in each of our key areas of our business. So, I think that concludes our prepared remarks. So now, we would like to move on to your questions. Operator?

(Operator instructions) Your first question comes from the line of Dan Furtado.

Good morning.

Good morning.

Hi. A couple of quick questions for you. Can you give us an update on servicing and payment performance on the portfolio since 10/31. So basically, kind of quarter to date and anecdotally what you are seeing there?

Yes, I mean. So far in the third quarter our collections were pretty much what we had expected. In fact our refinances are below expectations. So – and we have actually seen a slight downtick in the 30 plus numbers. So we’re very pleased with the performance after quarter end.

And then I know this is probably one of the more comment topics that comes up but gas prices versus unemployment, can you help me think about what has a bigger impact on your portfolio, on the current portfolio?

Well I would have to guess it is gas prices because I think it is immediate and we know that that affects every customer. When the price of gasoline rises a $1 a gallon, we know that's (inaudible) pocket book. Our car payments do represent a big portion of our customer’s paycheck and so you know most of our customers are living paycheck to paycheck. So, when they have to gas the car we know that is significant. You know, the unemployment numbers, you know when we sell cars typically we are looking at folks that have steady employment and we are mostly in small town and I think we tend to be less affected by a lot of these big macro issues that you hear about in some of these smaller towns. So, I think the employment numbers tend to hold a little bit more steady.

Hi, Dan. I will tell you, regularly Jeff and his team survey the employment numbers in the areas that we are in and we were just looking at it yesterday and surprisingly in a number of the areas employment numbers have actually improved, some they are slightly higher, but still well below the national norms I guess 6.5% right now. So, the areas we are in with one or two exceptions are at or below the national norms. Obviously, those could go up a little bit.

And I will go on further, even the couple of areas where they are higher are actually some of our best lots.

And they have been high for a long time.

So that is not necessarily an indicator.

To quantify the gas prices situation a little further our average customer buys $100 worth of gas and we have actually seen a $2 per gallon decrease in gas costs from its high. So, we have got upwards of $200 of additional cash in many of our customers’ pockets recently and that is much big factor than the unemployment right now.

Yes, that is right.

And then one final question if you don’t mind, I am just trying to get an idea if you guys are seeing anything and it is not necessarily credit or sales, just kind of anything in your business that you are seeing that is different or unexpected this time considering the massive contraction in credit and I appreciate how your business is benefiting from that but is there anything that you are seeing either positively or negatively that is surprising you or outside what your expectations would have been.

Well, I wouldn’t necessarily say outside of what our expectations have been and in the conversation that we have just had yesterday that while we really can’t measure it real effectively right now, we do know that we are picking up a number of customers that are dropping down into our market with the credit tightening. And we know there has to be a benefit. It is a little difficult to get our arms around exactly how many of those folks there are. It’s kind of hard to measure that precisely but in speaking with the managers we’re certainly seeing a number of customers that tend to be a little more creditworthy than we typically have seen in years past. But we – again I wouldn’t say that was unexpected.

Thank you very much for your time.

Thank you.

(Operator instructions) Your next question comes from the line of Bill Armstrong with C.L. King & Associates. Bill Armstrong – C.L. King & Associates: Good morning. Good quarter.

Thank you. Bill Armstrong – C.L. King & Associates: In terms of sales it sounds like you might have been a little bit disappointed with the sales volume, can you talk about maybe traffic into your stores or trends in maybe your turning down applicants for loans, those sort of metrics?

Yes, I wouldn’t say we were disappointed. You know the fact that we did increase sales and particularly when we look at the six month to six month, I think the sales increase was significant. And we are actually increasing sales at the same time we’re clearly making a push to tighten up on our underwriting. So I think the fact that you’re doing both. We’re still increasing sales. I think we feel still pretty good about and we are increasing sales at a time we are also, as Jeff gave you the numbers, we are bringing down the credit loss number. So – no I would say we are actually pleased and we really started off the quarter we are in right now very strong. We started our tax promotion and it is started off very well. So, you know, actually with all things considered, I think we feel pretty good about ourselves right now. Bill Armstrong – C.L. King & Associates: In terms of the tax promotion, did that actually start in October or November?

November, it started the very first week in November. Bill Armstrong – C.L. King & Associates: Okay, so I guess for the third quarter then we should expect the lower average down payment but then when those tax refunds come in that that will impact your collection rate, is that how the accounting would work?

Yes. Bill Armstrong – C.L. King & Associates: Okay.

We expect significant amount of deferred down payments coming in late January and February and then going through the quarter as December sales et cetera.

Yes, we expect a lower down payment percentage in the third quarter to be more than offset with receipts from special payments when the tax refund money comes in.

And Bill, I would point what's key, typically our down payments are about 7%; what these tax refund payments were tied to for the most part will be our we requested down payment of closer to 15%. So, we will expect to see a nice bump from those receipts as they come in. Bill Armstrong – C.L. King & Associates: Okay.

Again it is this time of the year that our customer has significant cash and he has the ability to do a good down payment but also catch up on collections. Bill Armstrong – C.L. King & Associates: Right. Okay. And then finally the renewal of your bank line, will you issue an announcement when that gets renewed?

Yes, we will. Bill Armstrong – C.L. King & Associates: Okay.

And then we hope to have that in place within the next couple of weeks. Bill Armstrong – C.L. King & Associates: Couple of weeks. Okay great. Are you looking to increase the line, the size of the line?

You know, maybe slightly. We have $21.5 million in headroom right now and that certainly takes us into the foreseeable future with the current growth plans and really more than anything we want to get something in place for a period not a long period, but a period to let the debt market settle down a little bit and then take another look at the entire debt situation and see what is out there at that point. But at this point since the line expires in April we really just wanted to get an agreement in place to take us maybe another 15 months and then have things settle down. Bill Armstrong – C.L. King & Associates: Got it. Okay, thanks.

Your next question comes from the line of John Hecht with JMP Securities. John Hecht – JMP Securities: Good morning guys. Good quarter.

Thanks John. John Hecht – JMP Securities: Most of my questions have been answered. I guess, one thing I will be interested on your commentary on is how you guys quantify or gauge your apparent market share gains. Can you give us a sense for what you are seeing in terms of store traffic. I think something else referred to potential the turn down ratio versus acceptance ratio, and I know you guys do some proprietary scoring of your own. Maybe in scoring shifts, just to give us a sense of where this, the market share is coming from and how it is impacting overall portfolio.

I would say that there hasn’t been any dramatic changes rather than to tell you that I think we are seeing there – we have seen somewhat of an increase we know in traffic because we have increased our sales at the same time that we do know our number of turn downs, really comparing year-to-year has increased. So, that means we have been a little bit more selective and at the same time, picking up a few more sales. So, again not a dramatic change. As far as our scoring goes again really getting into the numbers of our scoring, I would say that the trend is we are improving slightly. So, it not a different market, definitely the vast majority of customers are the same folks but we are improving, heading in the right direction. So, improvements but not drastic changes I would guess is the way I would summarize it.

I guess the biggest things John that might be some indication of customers dropping down to us but there is not -- (inaudible) totally as a higher percentage of customers to prior credit expense to indicate they have been around for a while and may have been up the food chain a bit. But these factors do move around a little bit. But the good thing I would tell you is when you look over our base period from two years ago when we started developing our plan, our scoring system over the last few months apparently there is been an improvement all in all in the score, but you don’t see dramatic changes month to month but you see some and hope will develop more of these trends as we go forward. John Hecht – JMP Securities: Okay, and in terms of mix shift change, I think you were seeing 6 months ago interest in SUVs despite the high gas prices because of the resale prices then dropped significantly where the customer could for the first time in their – maybe in their lives afford one. What are you guys seeing in terms of mix shift in this quarter, what are popular types of cars given the economic backdrop and how we should we think about that going forward in terms of the gross margin?

It really hasn’t changed substantially. And again, most of our sales have always comprised of the basic transportation, sedans and such. The SUVs even as the interest went up and they never represented even half of our overall sales. So, I would say that we would try to still offer a selection for the customers who want those but you know I would say the mix has stayed pretty flat throughout the past six months for us. I think we talked about a little bit there, I think there was a spike in interest in SUVs somewhat but it settled back down. And I think it is kind of where we have been.

And most of our variations on that gross margin percentage are going to relate to the volume of wholesales compared to the retail sales levels and those expense items that hit costs, sales also, but you know we feel like that 43% is probably at least over the short term where we are going to end up on the gross margin line. John Hecht – JMP Securities: Okay, and can you give us a sense for wholesale, I mean are the dynamics there changing with deflationary concerns, fuel price movements, are you seeing any measured impacts on the wholesale side?

Yes, I would say the wholesale price is definitely down a little bit very recently. I think you got a little bit fewer cash buyers at the auctions where we liquidate some of our (inaudible). John Hecht – JMP Securities: Okay, and then on the front end in terms of purchasing, we see Manheim dropped somewhat precipitously, are you guys with the type of cars that you’re buying are you seeing more opportunity to buy cars at a lower level, maybe pass some of that pricing on to the customers?

Prices are holding flat for our range of vehicle. It is actually is a really, really good thing because typically at this time of year the prices start to really jump up on it because the dealers are trying to get same vehicles in preparation for income tax return time and all that and at least very recently we haven’t seen the same spike that we have experienced I think in years past and I hope that continues to hold true over the course of the next few months.

I think that is further indication that some of our competitors are not buying as many cars as they were before.

I think we are seeing it affect them, which in the short run, it certainly helps us in buying cars and hopefully it will increase our market share. It usually hiked but all false spike in cars $200 to $500 a unit?

There has been some years (inaudible).

It is flat and it is huge on a $4200 car.

It is helpful, it is good for our customers. John Hecht – JMP Securities: So, in a sense you are seeing some on a relative basis, I guess –

Absolutely, yes. John Hecht – JMP Securities: All right gentlemen. Thank you very much.

Thank you, John Hecht.

Your next question comes from the line of Dennis Telzrow with Stephens Inc. Dennis Telzrow – Stephens Inc.: Hi good morning.

Hi Dennis. Dennis Telzrow – Stephens Inc.: Jeff. I don’t know if there is an easy answer to this but I will ask it anyhow, and this funky interest rate swap adjustment, if your cost of your revolver goes up, how will that impact the swap, it that favorable or negative?

It is basically the current line of credit is prime minus the quarter and as long as our line of credit is prime minus the quarter, then there is no change in the effective interest rate that is the income statement at 6.4%. If our renewal on the revolver includes some kind of interest rate floor where we may pay a little more than prime minus the quarter then our effective rate under that revolver would go up accordingly. So, that I am not sure if that answers your question, but mechanically that is how it works. Dennis Telzrow – Stephens Inc.: But how would that impact the difference between swap I guess?

As far as the fair value of the swaps? Dennis Telzrow – Stephens Inc.: Yes, fair value?

Well, the fair value of the swap is calculated every quarter and based on basically what it would take to unwind the agreement itself. And that is based on future interest rate expectations, the length of time until it matures and several other factors, but it is basically a market price out there every quarter and for what it would take to unwind the swap agreement itself. And so at the end of October to unwind that agreement would have been $494,000.

Institution [ph] charge.

Institution charge.

And that actually cost us more.

And like we have indicated in the press release that charge completely reverses itself during the remaining term of the swap agreement. But we will have quarterly fluctuations along the way. Dennis Telzrow – Stephens Inc.: Okay.

But they are noncash. Dennis Telzrow – Stephens Inc.: Yes, I got it. And then on the scoring model have you tweaked it any or we are 6 or 9 months into it, have you seen any need to change this or is it pretty similar to what you started with.

It is still pretty similar to what we started with. We made a few minor tweaks, but nothing that we would consider significant.

But most of the changes are things we have done with it thus far has really been on developing the entry point and with that to make sure we are capturing the right data. It is kind of where most of the programming and sort of thing has been. Dennis Telzrow – Stephens Inc.: Okay, thank you.

Your next question comes from the line of Lars Manson [ph] with Lagart [ph]. Lars Manson – Lagart: Hi it is Lars from Lagart. Just a follow up on the market share question and forgive me if you have addressed this directly earlier in the call. But can you just talk overall about what you are seeing with capacity in the Buy Here/Pay Here industry. I know we know of one chain out there that you have lot of overlap with that is essentially exiting the business and I am thinking that the moms and pops are probably struggling, but I am not sure about that. So, just talk about what benefit you are seeing or you might see from just capacity coming out of the industry. Thanks.

You know I would probably look at that over a long period of time. I think that right now entry into this business has to be tougher today than it ever has been. And so I guess certainly people have moved in and out of this business. So I think right now what we will see is as people move out there will be fewer move back in and so I think that we will reduce some of our competition over the course of the next few years. I don’t think we’re seeing any dramatic changes just overnight. But you know, it takes – it’s a lot tougher business to start today than it was a few years ago. So I think over time this is going to serve us very well. Lars Manson – Lagart: Is there any sense there will be a short term negative impact as some of these mom and pops and as this chain goes into liquidation mode or you are not worried about that?

Not really worried about that now. You know, we might see – we are spread across 92 different towns. So, maybe one location here or there experiences a struggle a month or two, but there is no effect on us, company-wide at all.

Lars, I would tell you, I think the biggest effect just going forward really is the fact that these mom and pops probably won’t spring up this fast as they have in the past or the one of those who stay in business, we are just going to constrict what they do. They won’t sell as many cars and we are not capital constrained. Those customers have to go somewhere for their basic transportation needs and really – really simply, the lot down the street who were selling 30 cars a month may drop to 20. That is ten more customers that we have the ability to have a good shot at.

But I think you can buy on that with our stores are very neat, clean, professionally run and little different from some of our competition and I think that you can buy on that fact with it is a lot harder to get a car loan today. I think that over – that we are in the process or in the time where this market is really expanding. So I think there is a segment of people that become Buy Here/Pay Here customers, Buy Here/Pay Here becomes a much viable alterative for a larger segment of people. Lars Manson – Lagart: Okay, thanks a lot and just one more quick one on marketing. I know sort of month to month call to action promotions are part of the business, but aside from that on sort of the brand building or brand messaging, television commercials you guys are doing, I think Hank you have been filming a couple of those recently, is there more of that to come and where do we see that in the numbers over time?

Though we spend more on advertising, of course, that's part of it, but yes, we are committed to this, we are holding strong. As a matter of fact, the commercials we did just very recently were actually in Spanish, running some of those on Univision that sort of thing, as part of our efforts in the Hispanic market recently, and though there are very consistent and they coincide with our brand building campaign that we have. So, we are going to hold to that. We think it is helpful and again trying to speak particularly to the customers that may be taking a look at Buy Here/Pay Here that you know, just a couple of years ago they weren’t necessarily a Buy Here/Pay Here customer. Lars Manson – Lagart: Thank you.

You bet.

Your next question comes from the line of Alan Brochstein with AB Analytical Services. Alan Brochstein – AB Analytical Services: Hi guys, congratulations on a good quarter and close skip [ph].

Thanks. Alan Brochstein – AB Analytical Services: I just have one question, if I am reading in between the lines correctly, it sounds like you used the word stock repurchase and you also discussed the agreement for your credit line. Is it correct to assume that you guys would consider that after you close the credit line and if so, I am not familiar with your historical repurchase activity but do you have any sort of guidelines, in general, how do you just think about that?

Well, we have in the past purchased a considerable amount of our stock back and the prices were lower and we consider it a good use of our money, and I would tell you, you know, obviously our stock price is down from September we had a great first quarter, which reported our stock hit somewhere near $23 and they were trading in single digits – at single digits. So, we consider our stock undervalued like everybody else? Yes, we do. But we want to take into consideration these credit markets as Jeff said to make sure that we have adequate funds available to grow the company and that is part and parcel of this decision – the decision to buy back stock but I would tell you as a shareholder and all of our shareholders that these values we think in our stock – our stock is a bargain, especially considering where we think the company is going in the future and where we are today. So, you maybe reading something between the lines, but we do have to be cognizant of the credit markets and what is available in that hamstring, our ability to continue to grow the business. So, we will take those two things into consideration. Alan Brochstein – AB Analytical Services: In your discussions with Bank of Oklahoma or other parties has that specific use of capital come up, is potentially being restricted to maximum amount?

No, the banking agreements and the covenants all relate to certain amounts of debt to EBITDA and interest coverage ratios and things of that nature, which as long as you are within those ratio requirements and there are no restrictions on the stock buybacks or opening new lots. However, you decide as management to grow your business or to invest your capital is not restricted underneath those overall ratio requirements. Alan Brochstein – AB Analytical Services: Okay, so no additional covenants. Your stock is trading way below tangible book equity, and you have probable approval of this new credit agreement. It sounds like you guys might be able to do something then. Thanks a lot.

Okay, thank you.

Your next question comes from the line of Dennis Tennel [ph] with Budapest Capital [ph]. Dennis Tennel – Budapest Capital: Good morning guys.

We will finish it for you. Dennis Tennel – Budapest Capital: Thank you. Thank you. I just had a couple of quick things. I was wondering if you could kind of comment on how I guess store traffic, unit volumes kind of looked relative to your expectations on a monthly basis, looking at kind of August, September, October, and maybe if you can make any comments about November. I am just kind of curious whether or not you saw a fall off in the latter part of October or whether your customers aren’t really watching the credit markets and stock markets the way the rest of us seem to be?

No I would say that we’re in small towns and Arkansas as well as Missouri are a little bit more shielded from that sort of thing. You know I think our traffic and sales were generally in line with our expectations both to the downturn and the upside meaning that typically in our second quarter we see sales starting to get a little soft. We have always speculated on the reasons why, but it is pretty well always been the case with seasonality. I think people generally are a little bit shorter on cash this time of the year, kids going back to school and also returning to other things. You know, it would be just one year ago, that we actually started our tax promotion in November, which last year was our earliest we have ever done that. We did it again this year and sure enough sales really picked up substantially in connection with that. So, in general I think our sales have kind of tracked along with our expectations. Again we are very pleased with how we started off in November and right in line with our own internal projections that we have. So, I think that –

When we say we are – I guess I say it is somewhat disappointing that is just the fact that we averaged 25.5 units per lot per month and we just know going forward we can do better than that. It was a good quarter with all things we had to deal with, it was a good solid quarter but at 25.5 units per lot per month.

We have a lot more (inaudible).

We can do much better than that. Dennis Tennel – Budapest Capital: Okay, good. Just a couple of other quick things then, the – when you talk about 25.5 units per lot and trying to get back to the 30 or so where you were in the past, I mean that is not a short-term thing, right that is going to take some time?

Yes, absolutely.

Yes, it will be a build. Dennis Tennel – Budapest Capital: Yes, and then how do you think about the seasonality, is typically that your fiscal third quarter, is that also kind of weak from a seasonal standpoint or how does that fit in the –

That you will see an increase in sales typically in our third quarter as a result of our tax promotion, sales go up. Dennis Tennel – Budapest Capital: Okay, at least on a – quarter-over-quarter basis we should see they are up. And then could you remind me how much is the – do you have an actual share repurchase authorization that you are working against, I know you did buy buck some stock in the first quarter but is there – what is the either dollar amount or share amount of that?

The share amount was originally 1 million. I think it is down to, I mean, remaining around 700,000. Dennis Tennel – Budapest Capital: Okay, great. Okay that is it from me. Thanks a lot.

(Operator instructions) You have a follow-up question from the line of Bill Armstrong with C.L. King & Associates. Bill Armstrong – C.L. King & Associates: Yes, just sort of a follow up on a previous question. We have seen some data indicating that close to 3000 independent used car dealers throughout the country have closed so far this year and it is probably more to come. Now obviously those are all Buy Here/Pay Here dealers, but are you seeing in your markets any either buy here dealers, Buy Here/Pay Here dealers or other used car dealers going out of business to any material amount that might give you some market share opportunity.

I wouldn’t say it is real material. You know the competition is stronger in some areas than others, but we haven’t seen – we haven’t seen any great exodus in any of the towns we are in.

I would tell you Bill, in some of these towns, there maybe 30 dealers, 40 dealers, sometimes more. So –

I think 3000 is a big number.

I think 3000 is bigger and that has not been really.

And frankly (inaudible) their play school is empty, somebody tends to come in and they may not be a good operator necessarily but they don’t stay vacant (inaudible). Bill Armstrong – C.L. King & Associates: Understood. Okay, thanks.

And at this time sir that are no further questions.

:

Thank you, ladies and gentlemen. This concludes today’s conference call. You may now disconnect.