Money Tree 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-157700

THE MONEY TREE INC.

SUBORDINATED DEMAND NOTES

SUPPLEMENT NO. 3 DATED AUGUST 15, 2011

TO THE PROSPECTUS DATED JANUARY 11, 2011

This document supplements, and should be read in conjunction with, the prospectus of The Money Tree Inc. dated January 11, 2011 relating to the Subordinated Demand Notes. This Supplement No. 3 supersedes the information contained in Supplement No. 1 dated February 14, 2011, and Supplement No. 2 dated May 16, 2011. The purpose of this supplement is as follows:

• To update the status of the offering of demand notes;

• To update the “Risk Factors” section of the prospectus;

• To provide our unaudited consolidated financial statements for the quarter ended June 25, 2011;

• To update the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the financial information included in our unaudited consolidated financial statements;

• To update the “Management” section of the prospectus;

• To update various other sections of the prospectus for the financial information included in our consolidated unaudited financial statements.

Status of Our Public Offering

We commenced our public offering of $35 million of Subordinated Demand Notes (Commission File No. 333-157700) on April 10, 2009. For the period from January 26, 2010 through July 2, 2010, we temporarily suspended our offering of demand notes for sale in compliance with Section 10(a)(3) of the Securities Act of 1933, as amended. On July 2, 2010, our Post-Effective Amendment to Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission (“SEC”). Our latest Post-Effective Amendment to Registration Statement on Form S-1, which included the current prospectus, was declared effective by the SEC on January 11, 2011.

As of July 25, 2011, (i) we had raised a total of $7.0 million in gross offering proceeds from the sale of demand notes and had $28.0 million remaining to be sold in this demand notes offering.

Risk Factors

The following risks should be read in conjunction with and supplements the “Risk Factors” section beginning on page 9 of the prospectus.

There is uncertainty as to our ability to continue as a going concern.

The opinion of our independent registered accounting firm for the fiscal year ended September 25, 2010, which is included with our audited consolidated financial statements and related notes included in the prospectus, includes an explanatory paragraph that states that we have incurred recurring losses from operations, negative cash flows from operating activities and have a net shareholders’ deficit that raise substantial doubt about our ability to continue as a going concern. For the three and nine months ended June 25, 2011, our net losses were approximately $4.4 million and $11.9 million, respectively, and we anticipate that such significant losses will likely continue throughout 2011 and the foreseeable future. As of June 25, 2011, we had a shareholders’ deficit of $57.8 million, which amount has been steadily growing every quarter. If we cannot generate sufficient cash flow to meet our obligations on a timely basis through the sale of debentures and demand notes and collections from our customers, originate new loans, and ultimately attain profitable operations, there can be no assurance that we will be able to continue as a going concern. See Note 2 to our Consolidated Financial Statements later in this supplement.

We have suffered significant credit losses due to weak economic conditions, and there is no guarantee such credit losses will not continue during this weak economy or that our operations and profitability will not continue to be negatively affected.

Because our business consists mainly of making loans to individuals who depend on their earnings to make their repayments, our ability to operate on a profitable basis depends to a large extent on the continued employment of those individuals and their ability to meet their financial obligations as they become due. Due to the recent recession and continuing weakness in the U.S. and local economies in which we operate, our customers have been affected by the resulting unemployment and increases in the number of personal bankruptcies. Therefore, we continue to experience increased credit losses and our collection ratios and profitability could continue to be materially and adversely affected. This recession has negatively affected our customers’ disposable income, confidence and spending patterns and preferences, which in turn are negatively impacting our sales of consumer goods and vehicles and our customers’ ability to repay their obligations to us. As a result, we continue to experience significant credit losses through loan charge-offs. We analyze charge-offs using a rolling average of data from the previous twelve months in evaluating the adequacy of our allowance for credit losses (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Analysis of the Allowance for Credit Losses” later in this supplement). For the twelve months ended June 25, 2011, our charge-offs, net of recoveries, for our entire loan portfolio were $7.8 million, or 19.5% of average net finance receivables. Charge-offs for the direct consumer loans and consumer sales finance contract segments were 16.0% and 33.9%, respectively, of the related average receivables. These high levels of charge-offs continue to have a negative impact on our operations and profitability. Should the current economic conditions continue or worsen, our operations and profitability will continue to be materially and adversely affected.

Our significant shareholders’ deficit balance (and balance sheet insolvency) has limited our ability to obtain financing, which is having a negative effect on our operations and our liquidity.

As of June 25, 2011, we had a shareholders’ deficit of $57.8 million, which means our total liabilities exceed our total assets. Bankruptcy law defines this as balance sheet insolvency. This shareholders’ deficit balance is steadily growing every quarter. The existence of this

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significant shareholders’ deficit has limited our ability to obtain debt or equity financing. If we continue to be unable to obtain financing, it will continue to have a negative effect on our operations and our liquidity and our ability to continue as a going concern.

Selected Consolidated Financial Data

The following information should be read in conjunction with and supplemented to the Selected Consolidated Financial Data section on pages 19 and 20 of the prospectus.

The selected consolidated balance sheet data as of June 25, 2011, and the selected consolidated statement of operations data for the three and nine months ended June 25, 2011 and 2010, have been derived from our unaudited consolidated financial statements and related notes included in this supplement. The selected consolidated balance sheet data as of September 25, 2010, have been derived from our audited consolidated financial statements and related notes included in the prospectus. The selected consolidated balance sheet data as of June 25, 2010, have been derived from our unaudited consolidated financial statements and related notes that are not included in the prospectus or this supplement.

The unaudited financial statements include, in the opinion of management, all adjustments, consisting of normal, recurring adjustments, that management considers necessary for a fair statement of the results for the aforementioned periods. The historical results are not necessarily indicative of results to be expected in any future period, and the results for the three and nine months ended June 25, 2011 should not be considered indicative of results expected for the full fiscal year.

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Selected consolidated statement of operations data:	For the Three Months Ended June 25, 2011			For the Three Months Ended June 25, 2010			For the Nine Months Ended June 25, 2011			For the Nine Months Ended June 25, 2010
(in thousands except ratios)	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Interest and fee income	$	2,383		$	2,845		$	7,061		$	9,237
Interest expense		(1,875	)		(1,687	)		(5,382	)		(5,266	)
Net interest and fee income before provision for credit losses		508			1,158			1,679			3,971
Provision for credit losses		(2,367	)		(704	)		(5,960	)		(2,994	)
Net revenue (loss) from interest and fees after provision for credit losses		(1,859	)		454			(4,281	)		977
Insurance commissions		885			1,147			3,206			3,917
Commissions from motor club memberships(1)		341			280			969			1,041
Delinquency fees		324			288			1,001			1,021
Other income		37			79			139			343
Net revenue (loss) before retail sales		(272	)		2,248			1,034			7,299
Retail sales		1,805			1,810			6,182			7,928
Cost of sales		(1,145	)		(1,114	)		(3,985	)		(4,895	)
Gross margin on retail sales		660			696			2,197			3,033
Net revenues		388			2,944			3,231			10,332
Operating expenses		(4,769	)		(5,288	)		(15,010	)		(17,651	)
Net operating loss		(4,381	)		(2,344	)		(11,779	)		(7,319	)
Gain (loss) on sale/disposal of property and equipment		(32	)		5			(108	)		19
Loss before income tax expense		(4,413	)		(2,339	)		(11,887	)		(7,300	)
Income tax expense		—			—			—			—
Net loss	$	(4,413	)	$	(2,339	)	$	(11,887	)	$	(7,300	)
Ratio of earnings to fixed charges(2)		(3	)		(3	)		(3	)		(3	)

Selected consolidated balance sheet data:	As of June 25, 2011			As of September 25, 2010			As of June 25, 2010
	(Unaudited)						(Unaudited)
Cash and cash equivalents	$	761		$	2,115		$	1,360
Finance receivables(4)		36,243			42,319			46,413
Allowance for credit losses		(7,220	)		(6,871	)		(6,657	)
Finance receivables, net		29,023			35,448			39,756
Other receivables		318			493			464
Inventory		1,269			1,202			1,007
Property and equipment, net		2,985			3,369			3,696
Total assets		34,859			43,226			46,935
Senior debt		500			165			448
Debentures(5)		74,576			71,227			68,819
Demand notes(5)		3,202			3,175			3,192
Shareholders’ deficit	$	(57,796	)	$	(45,909	)	$	(41,074	)

⁽¹⁾ Received from Interstate Motor Club, Inc., an affiliated entity.

⁽²⁾ The ratio of earnings to fixed charges represents the number of times fixed charges are covered by earnings. For purposes of this ratio, “earnings” is determined by adding pre-tax income to “fixed charges,” which consists of interest on all indebtedness and an interest factor attributable to rent expense.

⁽³⁾ Calculation results in a deficiency in the ratio (i.e. less than one-to-one coverage). The deficiency in earnings to cover fixed charges was $4,413,143 for the three months ended June 25, 2011; $2,338,850 for the three months ended June 25, 2010; $11,886,829 for the nine months ended June 25, 2011; and $7,300,323 for the nine months ended June 25, 2010.

⁽⁴⁾ Net of unearned insurance commissions, unearned finance charges and unearned discounts.

⁽⁵⁾ Issued, in part, by our subsidiary, The Money Tree of Georgia Inc. See Note 7 to our unaudited financial statements for the quarter ended June 25, 2011.

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Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Forward-Looking Statements

The discussion set forth below, as well as other portions of this quarterly report, contains forward-looking statements within the meaning of federal securities law. Words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “continue,” “predict,” or other similar words, identify forward-looking statements. Forward-looking statements include statements regarding our management’s intent, belief or current expectation about, among other things, trends affecting the markets in which we operate, our business, our financial condition and our growth strategies. Although we believe that the expectation reflected in these forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those predicted in the forward-looking statements as a result of various factors, including, but not limited to, those risk factors set forth in the prospectus dated January 11, 2011 and filed with the Securities and Exchange Commission on January 12, 2011. Other factors not identified herein could also have such an effect. If any of these risk factors occur, they could have an adverse effect on our business, consolidated financial condition and consolidated results of operations and consolidated cash flows. When considering forward-looking statements, you should keep these risks in mind. These forward-looking statements are made as of the date of this filing. You should not place undo reliance on any forward-looking statement. We are not obligated to update forward-looking statements and will not update any forward-looking statements in this supplement to reflect future events or developments.

The following discussion should be read in conjunction with our unaudited consolidated financial statements and related notes and other consolidated financial data included elsewhere in this supplement. See also the notes to our consolidated financial statements, Selected Consolidated Financial Data and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the prospectus and our Annual Report on Form 10-K as of and for the fiscal year ended September 25, 2010.

Overview

We extend consumer finance loans and provide other financial products and services through our branch offices in Georgia, Alabama, Louisiana and Florida. We sell retail merchandise, principally furniture, appliances and electronics, at certain of our branch office locations and operate two used automobile dealerships in the State of Georgia. We also offer insurance products, prepaid phone services and automobile club memberships to our loan customers.

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We fund our consumer loan demand through a combination of cash collections from our consumer loans, proceeds raised from the issuance of debentures and demand notes and loans from various banks and other financial institutions. Our consumer loan business consists of extending, purchasing and servicing direct consumer loans, consumer sales finance contracts and motor vehicle installment sales contracts. Direct consumer loans generally serve individuals with limited access to other sources of consumer credit, such as banks, savings and loans, other consumer finance businesses and credit cards. Direct consumer loans are general loans made typically to people who need money for some unusual or unforeseen expense, for the purpose of paying off an accumulation of small debts or for the purchase of furniture and appliances. The following table sets forth certain information about the components of our finance receivables for the periods presented:

Description of Loans and Contracts

	As of, or for, the Three Months Ended June 25,						As of, or for, the Nine Months Ended June 25,
	2011			2010			2011			2010
Direct Consumer Loans:
Number of Loans Made to New Borrowers		6,349			4,578			18,030			17,461
Number of Loans Made to Former Borrowers		10,298			14,684			32,731			44,228
Number of Loans Made to Existing Borrowers		7,596			10,942			25,585			35,464
Total Number of Loans Made		24,243			30,204			76,346			97,153
Total Volume of Loans Made	$	8,483,934		$	7,775,824		$	25,321,419		$	28,495,693
Average Size of Loans Made	$	350		$	257		$	332		$	293
Number of Loans Outstanding		32,596			38,889			32,596			38,889
Total of Loans Outstanding	$	14,975,957		$	15,485,288		$	14,975,957		$	15,485,288
Percent of Loans Outstanding		35.28	%		28.25	%		35.28	%		28.25	%
Average Balance on Outstanding Loans	$	459		$	398		$	459		$	398
Auto Sales Finance Contracts:
Total Number of Contracts Made		86			91			298			342
Total Volume of Contracts Made	$	1,442,270		$	1,492,396		$	4,974,871		$	5,706,762
Average Size of Contracts Made	$	16,771		$	16,400		$	16,694		$	16,686
Number of Contracts Outstanding		2,039			2,576			2,039			2,576
Total of Contracts Outstanding	$	18,912,209		$	25,818,056		$	18,912,209		$	25,818,056
Percent of Total Loans and Contracts		44.55	%		47.10	%		44.55	%		47.10	%
Average Balance on Outstanding Contracts	$	9,275		$	10,023		$	9,275		$	10,023
Consumer Sales Finance Contracts:
Number of Contracts Made to New Customers		300			223			1067			1231
Number of Loans Made to Former Customers		3			8			8			31
Number of Loans Made to Existing Customers		527			466			1,870			2,142
Total Contracts Made		830			697			2,945			3,404
Total Volume of Contracts Made	$	2,275,565		$	2,022,451		$	8,098,124		$	10,470,506
Number of Contracts Outstanding		4,335			6,098			4,335			6,098
Total of Contracts Outstanding	$	8,565,814		$	13,510,348		$	8,565,814		$	13,510,348
Percent of Total Loans and Contracts		20.17	%		24.65	%		20.17	%		24.65	%
Average Balance of Outstanding Contracts	$	1,976		$	2,216		$	1,976		$	2,216

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Below is a table showing our total gross outstanding finance receivables:

	As of June 25,
	2011		2010
Total Finance ReceivablesOutstanding (gross):
Direct Consumer Loans	$	14,975,957	$	15,485,288
Consumer Sales Finance		8,565,814		13,510,348
Auto Sales Finance		18,912,209		25,818,056
Total Gross Outstanding	$	42,453,980	$	54,813,692

Below is a roll-forward of the balance of each category of our outstanding finance receivables. Loans originated reflect the gross amount of loans extended or purchased during the period presented inclusive of pre-computed interest, fees and insurance premiums. Collections represent cash receipts in the form of repayments made on our loans as reflected in our Consolidated Statements of Cash Flows. Refinancings represent the amount of the pay off of loans refinanced. Charge-offs represent the gross amount of loans charged off as uncollectible. Rebates/other adjustments primarily represent reductions to gross loan amounts of precomputed interest and insurance premiums resulting from loans refinanced and other loans paid off before maturity.

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	For the Three Months Ended June 25,						For the Nine Months Ended June 25,
	2011			2010			2011			2010
Direct Consumer Loans:
Balance - beginning	$	14,042,310		$	17,940,537		$	14,790,670		$	20,098,661
Finance receivables originated		8,483,934			7,775,824			25,321,419			28,495,693
Collections		(4,704,531	)		(6,950,803	)		(16,511,578	)		(23,359,579	)
Refinancings		(1,608,453	)		(1,801,497	)		(5,321,987	)		(6,669,333	)
Charge offs, gross		(1,109,829	)		(1,159,458	)		(3,123,660	)		(4,049,347	)
Rebates / other adjustments		(127,474	)		(319,315	)		(178,907	)		969,193
Balance - ending	$	14,975,957		$	15,485,288		$	14,975,957		$	15,485,288
Consumer Sales Finance Contracts:
Balance - beginning	$	9,863,371		$	15,003,653		$	12,192,962		$	16,663,172
Finance receivables originated		2,275,565			2,022,451			8,098,124			10,470,506
Collections		(1,671,474	)		(1,828,151	)		(5,138,426	)		(5,693,939	)
Refinancings		(897,578	)		(773,434	)		(3,186,830	)		(3,591,107	)
Charge offs, gross		(719,456	)		(724,361	)		(2,441,470	)		(2,036,727	)
Rebates / other adjustments		(284,614	)		(189,810	)		(958,546	)		(2,301,557	)
Balance - ending	$	8,565,814		$	13,510,348		$	8,565,814		$	13,510,348
Auto Sales Finance Contracts:
Balance - beginning	$	20,190,294		$	27,544,879		$	22,584,170		$	30,151,923
Finance receivables originated		1,442,270			1,492,396			4,974,871			5,706,762
Collections		(2,222,314	)		(2,706,347	)		(6,678,875	)		(8,079,572	)
Charge offs, gross		(595,686	)		(430,942	)		(1,811,584	)		(1,189,851	)
Rebates / other adjustments		97,645			(81,930	)		(156,373	)		(771,206	)
Balance - ending	$	18,912,209		$	25,818,056		$	18,912,209		$	25,818,056
Total:
Balance - beginning	$	44,095,975		$	60,489,069		$	49,567,802		$	66,913,756
Loans originated		12,201,769			11,290,671			38,394,414			44,672,961
Collections		(8,598,319	)		(11,485,301	)		(28,328,879	)		(37,133,090	)
Refinancings		(2,506,031	)		(2,574,931	)		(8,508,817	)		(10,260,440	)
Charge offs, gross		(2,424,971	)		(2,314,761	)		(7,376,714	)		(7,275,925	)
Rebates / other adjustments		(314,443	)		(591,055	)		(1,293,826	)		(2,103,570	)
Balance - ending	$	42,453,980		$	54,813,692		$	42,453,980		$	54,813,692

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Below is a reconciliation of the amounts of the finance receivables originated and repaid (collections) from the receivable roll-forward to the amounts shown in our Consolidated Statements of Cash Flows.

	Nine Months Ended June 25,
	2011			2010
Finance Receivables Originated:
Direct consumer	$	25,321,419		$	28,495,693
Consumer sales finance		8,098,124			10,470,506
Auto sales finance		4,974,871			5,706,762
Total gross finance receivables originated		38,394,414			44,672,961
Non-cash items included in gross finance receivables*		(10,530,344	)		(12,146,544	)
Finance receivables originated per statement of cash flows	$	27,864,070		$	32,526,417
Finance Receivables Repaid:
Collections
Direct consumer	$	16,511,578		$	23,359,579
Consumer sales finance		5,138,426			5,693,939
Auto sales finance		6,678,875			8,079,572
Finance receivables repaid per statement of cash flows	$	28,328,879		$	37,133,090

* Includes precomputed interest and fees (since these amounts are included in the gross amount of finance receivables originated but are not advanced in the form of cash to customers) and refinanced receivables balances (since there is no cash generated from the repayment of original finance receivables refinanced).

Segments and Seasonality

We segment our business operations into the following two segments:

• consumer finance and sales; and

• automotive finance and sales.

The consumer finance and sales segment is comprised primarily of small consumer loans and sales of consumer goods such as furniture, appliances and electronics. We typically experience our strongest financial performance for the consumer finance and sales segment during the holiday season, which is our first fiscal quarter ending December 25.

The automotive finance and sales segment is comprised exclusively of used vehicle sales and their related financing. We typically experience our strongest financial performance for the automotive finance and sales segment during our second fiscal quarter ending March 25 when used car sales are the highest. Please refer to Note 12 in the “Notes to Consolidated Financial Statements” for a breakdown of our operations by segment.

Net Interest Margin

A principal component of our profitability is our net interest margin, which is the difference between the interest that we earn on finance receivables and the interest that we pay on borrowed funds. In some states, statutes regulate the interest rates that we may charge our customers, while, in other locations, competitive market conditions establish interest rates that we may charge. Differences also exist in the interest rates that we earn on the various components of our finance receivable portfolio.

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Unlike our interest income, our interest expense is sensitive to general market interest rate fluctuations. These general market fluctuations directly impact our cost of funds. Our generally limited ability to increase the interest rates earned on new and existing finance receivables restricts our ability to react to increases in our cost of funds. Accordingly, increases in market interest rates generally will narrow our interest rate spread and lower our profitability, while decreases in market interest rates generally will widen our interest rate spread and increase our profitability. Significant increases in market interest rates will likely result in a reduction in our liquidity and profitability and impair our ability to pay interest and principal on the debentures.

The decrease in the net interest margin (before provision for credit losses) for the nine months ended June 25, 2011 was primarily a result of two factors. First, our outstanding finance receivables have decreased significantly due to our liquidity issues which have caused us to tighten our lending guidelines. We significantly decreased our originations of loans in all three segments of our portfolio in the nine months ended June 25, 2011 as compared to the same period last year resulting in lower interest and fee income. Next, interest expense on our outstanding debt has remained near constant over the two nine-month periods ended June 25, 2011 and 2010.

The following table presents important data relating to our net interest margin:

	As of, or for, the Three Months Ended June 25,						As of, or for, the Nine Months Ended June 25,
	2011			2010			2011			2010
Average net finance receivables(1)	$	36,992,516		$	47,949,104		$	38,938,559		$	51,785,032
Average notes payable(2)	$	78,116,986		$	73,255,907		$	77,061,169		$	75,177,785
Interest income	$	1,746,170		$	2,078,967		$	5,122,086		$	6,781,356
Loan fee income, excluding delinquency fees		636,789			766,085			1,938,900			2,455,260
Total interest and fee income		2,382,959			2,845,052			7,060,986			9,236,616
Interest expense		1,874,464			1,687,079			5,381,565			5,265,680
Net interest and fee income before provision for credit losses	$	508,495		$	1,157,973		$	1,679,421		$	3,970,936
Average interest rate earned (annualized)		25.8	%		23.7	%		24.2	%		23.8	%
Average interest rate paid (annualized)		9.6	%		9.2	%		9.3	%		9.3	%
Net interest rate spread (annualized)		16.2	%		14.5	%		14.9	%		14.4	%
Net interest margin (annualized)(3)		5.5	%		9.7	%		5.8	%		10.2	%

⁽¹⁾  Averages are computed using month-end balances of finance receivables (net of unearned interest/fees, unearned insurance commissions, and unearned discounts) during the period presented.

⁽²⁾  Averages are computed using month-end balances of interest bearing debt during the period presented.

⁽³⁾  Net interest margin represents net interest income (before provision for credit losses) divided by the average net finance receivables.

Analysis of Allowance for Credit Losses

At the end of each reporting period, management is required to take a “snapshot” of the risk of probable losses inherent in the finance receivables portfolio and to reflect that risk in our allowance calculations. We use a systematic approach to calculate the allowance for credit losses

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whereby we apply historical charge-off benchmarks to groups of loans and then adjust (either positively or negatively), as and if applicable, for relevant factors. This method prevents the calculation from becoming simply a mathematical exercise, but instead addresses matters affecting loan collectibility. Historically, the relevant items impacting our allowance have included, but are not limited to, a variety of factors, such as historic loan loss experience, borrowers’ ability to repay, collateral considerations and non-file insurance recoveries, levels of and trends in delinquencies, effects of any changes in risk selection and lending policies and practices, and general economic conditions impacting our portfolio.

The following table shows the ratios of charge-offs to average notes receivable for the categories of our finance receivables. The average net finance receivables are computed using monthly balances, net of unearned interest, unearned insurance commissions and unearned discounts. Charge-offs are shown at gross amounts as presented in the receivable roll-forward on page 8. Recoveries represent receipts from non-file insurance claims and cash and bankruptcy recoveries. The benchmark charge-off ratio is calculated using a rolling average of data from the previous 12 months as shown below.

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	As of, or for the 12 Months Ended June 25,
	2011			2010
Direct Consumer Loans
Ending net finance receivables	$	13,167,862		$	13,887,673
Average net finance receivables(1)	$	13,098,165		$	17,913,528
Charge-offs, gross(3)	$	4,522,275		$	6,499,459
Recoveries(2)		(2,425,616	)		(2,716,991	)
Charge-offs, net of recoveries	$	2,096,659		$	3,782,468
% of net charge offs to average net receivables
12 month trend		16.0	%		21.1	%
Actual allowance %		16.0	%		21.1	%
Actual allowance	$	2,106,859		$	2,930,299
Consumer Sales Finance Contracts:
Ending net finance receivables	$	6,738,742		$	10,520,120
Average net finance receivables(1)	$	8,633,214		$	11,720,987
Charge-offs, gross	$	2,923,868		$	2,308,698
% of net charge offs to average net receivables
12 month trend		33.9	%		19.7	%
Actual allowance %		33.9	%		19.7	%
Actual allowance	$	2,284,434		$	2,072,464
Auto Sales Finance Contracts:
Ending net finance receivables	$	16,353,844		$	22,005,391
Average outstanding finance receivables(1)	$	18,251,588		$	23,791,119
Charge-offs, gross(3)	$	2,784,967		$	2,015,879
% of net charge offs to average net receivables
12 month trend		15.3	%		8.5	%
Actual allowance %		17.3	%		7.5	%
Actual allowance	$	2,829,215		$	1,654,496

12

	As of, or for the 12 Months Ended June 25,
	2011			2010
Total Receivables:
Ending net finance receivables	$	36,260,448		$	46,413,184
Average outstanding finance receivables(1)	$	39,982,967		$	53,425,634
Charge-offs, gross(3)	$	10,231,110		$	10,824,036
Recoveries(2)		(2,425,616	)		(2,716,991	)
Charge-offs, net of recoveries	$	7,805,494		$	8,107,045
% of net charge offs to average net receivables
12 month trend		19.5	%		15.2	%
Actual allowance %		19.9	%		14.3	%
Actual allowance	$	7,220,507		$	6,657,259

⁽¹⁾  Average net outstanding finance receivables are computed using the monthly balances net of unearned interest/fees, unearned insurance commissions and unearned discounts.

⁽²⁾  Recoveries represent receipts from non-file insurance claims, cash recoveries and bankruptcy recoveries.

⁽³⁾  Includes write downs incurred on the transfer of loans to loans held for sale.

From March 25, 2011 to June 25, 2011, we noted only slight improvement in the amount and percentage of delinquency of outstanding loans in all segments of our loan portfolio. Although the amount of net charge-offs over the past 12 months decreased by approximately $0.3 million, our ending and average net outstanding finance receivables have decreased significantly due to the decrease in loan originations caused by our liquidity issues. When we evaluated the 12-month benchmarks for each of the three categories of our finance receivables and looked at the previous three quarters’ 12-month benchmark, we noted either a flat or increasing trend in the benchmarks. This is most notable in the auto segment as high unemployment and the uncertain economy continue to adversely affect our customers. We have attempted to work with customers in lieu of pursuing the repossession/legal process but we are still incurring higher charge-offs. After consideration of the benchmark percentages, the recent trend in the benchmark percentages, delinquency and other relevant factors, we adjusted the allowance percentage from the 12-month trend in each segment as follows: for net outstanding direct consumer loans, no change to the benchmark of 16%; for net outstanding consumer sales finance contracts, no change to the benchmark percentage of 33.9%; and for net outstanding auto sales finance contracts, an increase of 200 basis points to 17.3%, in each case as a percentage of the ending balance at June 25, 2011. The allowance for credit losses was $7.2 million (19.9% of the net outstanding finance receivables) at June 25, 2011 and $6.7 million (14.3%) at June 25, 2010.

Delinquency Information

Our delinquency levels reflect, among other factors, changes in the mix of loans in the portfolio, the quality of receivables, the success of collection efforts, bankruptcy trends and general economic conditions. The delinquency information in the following tables is computed on the basis of the amount past due in accordance with the original payment terms of the loan (contractual method). We use the contractual method for all external reporting purposes. Management closely monitors delinquency using this method to measure the quality of our loan portfolio and the probability of credit loss. We also use other tools, such as a recency report, which shows the date of the last full contractual payment received on the loan, to determine a particular customer’s willingness and ability to pay. For example, if a delinquent customer has

13

made a recent payment, we may decide to delay more serious collection measures, such as repossession of collateral. However, such a payment will not change the non-accrual status of the account until all of the principal and interest amounts contractually due are brought current (we receive one or more full contractual payments and the account is less than 60 days contractually delinquent), at which time we believe future payments are reasonably expected. Below is certain information relating to the delinquency status of each category of our receivables as of June 25, 2011 and 2010:

	As of June 25, 2011
	Direct Consumer Sales			Consumer Sales Finance Contracts			Auto Sales Finance Contracts*			Total
Gross Loans and Contracts Receivable	$	14,975,957		$	8,565,814		$	18,912,209		$	42,453,980
Loans and Contracts greater than 180 days past due	$	1,258,358		$	974,431		$	923,329		$	3,156,118
Percentage of Outstanding		8.4	%		11.4	%		4.9	%		7.4	%
Loans and Contracts greater than 90 days past due	$	2,396,254		$	1,597,379		$	1,469,403		$	5,463,036
Percentage of Outstanding		16.0	%		18.6	%		7.8	%		12.9	%
Loans and Contracts greater than 60 days past due	$	3,345,492		$	1,847,141		$	1,854,277		$	7,046,910
Percentage of Outstanding		22.3	%		21.6	%		9.8	%		16.6	%
	As of June 25, 2010
	Direct Consumer Sales			Consumer Sales Finance Contracts			Auto Sales Finance Contracts*			Total
Gross Loans and Contracts Receivable	$	15,485,288		$	13,510,348		$	25,818,056		$	54,813,692
Loans and Contracts greater than 180 days past due	$	2,197,666		$	1,203,250		$	0		$	3,400,916
Percentage of Outstanding		14.2	%		8.9	%		0.0	%		6.2	%
Loans and Contracts greater than 90 days past due	$	3,189,857		$	1,983,137		$	855,741		$	6,028,735
Percentage of Outstanding		20.6	%		14.7	%		3.3	%		11.0	%
Loans and Contracts greater than 60 days past due	$	3,727,596		$	2,426,622		$	1,143,187		$	7,297,405
Percentage of Outstanding		24.1	%		18.0	%		4.4	%		13.3	%

* Auto Sales Finance Contracts aging categories exclude accounts in legal or repossession process in the amounts of $2,606,608 at June 25, 2011 and $4,567,952 at June 25, 2010.

14

Results of Operations

Comparison of Nine Months Ended June 25, 2011 and 2010

Net Revenues

Net revenues were $3.2 million and $10.3 million for the nine months ended June 25, 2011 and 2010, respectively. We have experienced significant liquidity issues over the past two years due to significant loan and operating losses and the lack of net sales in our debt offerings. Because of our liquidity issues and the current economic environment, to preserve cash, we significantly reduced the volume of loans made and implemented tighter risk management controls on the loans extended beginning in fiscal year 2009, which continued through June 25, 2011. Gross loan originations decreased $6.3 million (14%) in the first nine months of this fiscal year compared to the same period last year, and we experienced decreases in interest and fee income and other ancillary product income from the prior year as a result of the prolonged tighter lending guidelines and the decrease in overall net outstanding finance receivables. Provision for credit losses was also $3.0 million higher during this period compared to last year (see “Provision for Credit Losses” below). Retail sales and the associated gross margin on these sales were also down from prior year levels by approximately $0.8 million.

Net Interest and Fee Income Before Provision for Credit Losses

Net interest and fee income before provision for credit losses was $1.7 million and $4.0 million for the nine months ended June 25, 2011 and 2010, respectively. Gross interest and fee income decreased $2.1 million to $7.1 million from $9.2 million. This was a result of an approximate 14% overall decrease in finance receivables originated, as mentioned above. We are exploring options to raise capital that will allow us to increase originations of direct consumer loans in order to increase interest and fee income. However, we expect interest and fee income to continue to be lower than comparable periods last year until we can sell sufficient amounts of our debt offerings or secure other capital resources. See “Risk Factors – Our significant shareholders’ deficit balance (and balance sheet insolvency) has limited our ability to obtain financing, which is having a negative effect on our operations and our liquidity.” Interest expense was $5.4 million and $5.3 million for the nine-month periods ended June 25, 2011 and 2010, respectively.

Provision for Credit Losses

Provision for credit losses was $6.0 million and $3.0 million for the nine months ended June 25, 2011 and 2010, respectively. Although our net finance receivables charged off decreased approximately $0.3 million compared to the previous 12-month period, our ending and average net outstanding finance receivables have decreased significantly due to the decrease in loan originations caused by our liquidity issues. Our consumer sales finance and automotive segments are experiencing higher charge-offs than historical levels as these customers continue to be impacted by the struggling economy in the markets in which we operate. Our analysis of the allowance for credit losses at June 25, 2011 supported additional provisions based on adjustments to the benchmark percentages compared to March 25, 2011 and December 25, 2010 as well as other relevant factors. The allowance was $7.2 million or 19.9% of net outstanding finance receivables at June 25, 2011 compared to $6.7 million or 14.3% at June 25, 2010. We expect our net charge-offs and provisions for credit losses to stabilize through the remainder of fiscal year 2011 as compared to the previous 12-month period.

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Insurance and Other Products

Income from commissions on insurance products and motor club memberships decreased $0.8 million, to $4.2 million from $5.0 million for the nine months ended June 25, 2011 and 2010, respectively. As mentioned above, the significant decrease in volume of finance receivables originated during this nine-month period compared to last year resulted in lower commissions earned on the sale of these products. Other income, including delinquency fees was down $0.2 million compared to last year. We expect the decrease in commissions and other income to continue until we finalize and execute our plan to increase loan volumes, as mentioned above.

Gross Margin on Retail Sales

Gross margins on retail sales were $2.2 million and $3.0 million for the nine months ended June 25, 2011 and 2010, respectively. Margins in the consumer segment in the first nine months of fiscal year 2011 were down $0.7 million from the same period last year while margins in the automotive segment were down $0.1 million. Sales in the consumer segment were approximately $1.3 million lower than last year while vehicle sales were down approximately $0.5 million. Weak demand for consumer goods continues to impact our sales and margins. We do not expect a significant increase in retail sales in the near term.

Operating Expenses

Operating expenses were $15.0 million and $17.7 million for the nine months ended June 25, 2011 and 2010, respectively. Personnel expenses were approximately $1.6 million lower than the previous year and facilities expense were $0.2 million lower as we realized the cost savings of the branch consolidations and other cutbacks implemented during fiscal year 2010. General and administrative expenses were down $0.3 million due to decreases in general office-related costs. Other operating expenses were down $0.6 million due primarily to the reduction of travel-related expenses and professional service fees. We continue to closely monitor expenses and plan to reduce spending wherever possible.

Comparison of Three Months Ended June 25, 2011 and 2010

Net Revenues

Net revenues were $0.4 million and $2.9 million for the three months ended June 25, 2011 and 2010, respectively. As discussed above, we have experienced significant liquidity issues over the past two years due to significant loan and operating losses and the lack of net sales in our debt offerings. Because of this and the current economic environment, to preserve cash, we implemented tighter risk management controls on the loans extended beginning in fiscal year 2009, which continued through June 25, 2011. Although we were able to increase gross loan originations by $0.9 million in the three months ended June 25, 2011 compared to the same period last year, we experienced decreases in interest and fee income from the prior year as a result of the prolonged tighter lending guidelines and the decrease in overall net outstanding finance receivables. We also realized a $1.7 million increase in the provision for credit losses (see “Provision for Credit Losses” below). Retail sales and the associated gross margin on these sales were approximately the same as last year.

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Net Interest and Fee Income Before Provision for Credit Losses

Net interest and fee income before provision for credit losses was $0.5 million and $1.2 million for the three months ended June 25, 2011 and 2010, respectively. During the third quarter of fiscal year 2011, gross interest and fee income decreased $0.5 million compared to the third quarter of fiscal year 2010 due to a decrease in net outstanding finance receivables as a result of the prolonged tighter lending guidelines. We are exploring options to raise capital that will allow us to increase originations of direct consumer loans in order to increase interest and fee income. However, we expect interest and fee income to continue to be down compared to previous periods until we can sell sufficient amounts of our debt offerings or secure other capital resources. See “Risk Factors – Our significant shareholders’ deficit balance (and balance sheet insolvency) has limited our ability to obtain financing, which is having a negative effect on our operations and our liquidity.” Interest expense was $1.9 million and $1.7 million for the three-month periods ended June 25, 2011 and 2010, respectively.

Provision for Credit Losses

The provision for credit losses was $2.4 million and $0.7 million for three months ended June 25, 2011 and 2010, respectively. Net finance receivables charged off were approximately the same as the previous year. However, our analysis of the allowance for credit losses at June 25, 2011 supported additional provisions based on adjustments to the benchmark percentages compared to March 25, 2011 and December 25, 2010 as well as other relevant factors. The allowance was $7.2 million or 19.9% of net outstanding finance receivables at June 25, 2011 compared to $6.7 million or 14.3% at June 25, 2010.

Insurance and Other Products

Income from commissions on insurance products and motor club memberships was $1.2 million and $1.4 million for the three months ended June 25, 2011 and 2010, respectively. Although the volume of loans originated increased during this three-month period compared to last year, we were unable to generate sufficient sales of these products connected with our lending, which resulted in commissions on these products being slightly down compared to the prior year. Other income, including delinquency fees, was approximately the same as last year.

Gross Margin on Retail Sales

Gross margins on retail sales were $0.7 million for each of the three months ended June 25, 2011 and 2010. Sales and margins in the automotive segment were $1.1 million and $0.4 million while the consumer segment generated $0.7 million in sales and $0.3 million in margin for each of the three-month periods in 2011 and 2010. We do not expect to see any significant increase in retail sales in the near term, thus our margin on retail sales for the balance of fiscal year 2011 will likely be equal or down compared to comparable periods last year.

Operating Expenses

Operating expenses were $4.8 million and $5.3 million for the three months ended June 25, 2011 and 2010, respectively. Personnel expenses were $0.1 million lower than last year and as we realized the cost savings of the branch consolidations and other cutbacks implemented during fiscal year 2010. Facilities expense and general and administrative expenses were approximately the same as last year. Other operating expenses were $0.3 million lower than the previous year as professional service fees have decreased. We continue to closely monitor expenses and plan to reduce spending wherever possible.

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Liquidity and Capital Resources

General

Liquidity is our ability to meet short-term financial obligations whether through collection of receivables, sales of debentures and demand notes or by generating additional funds through sales of assets to our competitors (such as our finance receivables or vehicle inventory). Continued liquidity is, therefore, largely dependent on the collection of our receivables and the sale of debt securities that meet the investment requirements of the public. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, originate new loans and to ultimately attain successful operations. We believe the cash flow from finance receivables repaid coupled with sales of the debentures and demand notes will be sufficient to cover our liquidity needs and cash flow requirements during 2011. However, there can be no assurances that we will sell any debentures or demand notes or that our other actions to generate cash flow will be successful.

Liquidity management refers to our ability to generate sufficient cash to fund the following primary uses of cash:

• meet all of our debenture and demand note redemption obligations;

• pay interest on all of our debentures and demand notes;

• pay operating expenses; and

• fund consumer finance loan demand and used automobile vehicle inventory.

The primary objective for liquidity management is to ensure that at all times we can meet the redemption obligations of our note holders. A secondary purpose of liquidity management is profit management. Because profit and liquidity are often conflicting objectives, we attempt to maximize our net interest margin by making adequate, but not excessive, liquidity provisions. To the extent we have adequate cash to meet our redemption obligations and pay interest to our note holders, we will use remaining cash to make consumer finance loans, purchase used automobile vehicle inventory and invest in other sources of potential revenues.

However, as indicated in the notes to the accompanying unaudited consolidated financial statements included in this supplement, we have experienced significant liquidity issues due to the lack of net sales in our debt offerings during the fiscal year ended September 25, 2009 and continuing through the nine months ended June 25, 2011. The recessionary economy has negatively impacted investor confidence and, on two occasions during the past two years, we temporarily suspended the offering of our debt securities to the public while we restated previously issued consolidated financial statements to correct errors detected in those statements. Due to this, to preserve cash, we tightened our risk management controls related to new loans resulting in a decrease in gross loan originations of $6.3 million for the nine months ended June 25, 2011 compared to the same period in the prior year, and we (1) received gross proceeds of $11.1 million from the sale of debentures, (2) paid $7.7 million for redemption of debentures issued by us and our subsidiary, The Money Tree of Georgia Inc. and (3) received less than $0.1 million in net sales of demand notes. Also, for the nine months ended June 25, 2011 and the year

18

ended September 25, 2010, respectively, we have incurred net losses of $11.9 million and $12.1 million, incurred negative cash flows from operating activities of $5.3 million and $4.4 million and had a deficiency in net interest margin (net loss from interest and fees after provision for credit losses) of $4.3 million and $0.9 million and, as of June 25, 2011 and September 25, 2010, had a shareholders’ deficit of $57.8 million and $45.9 million, respectively. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. Consequently, our operations and other sources of funds may not provide sufficient available cash flow to meet our continued redemption obligations if the amount of redemptions continues at its current pace or we continue to suffer losses and use funds from operations to fund redemptions.

Our obligations with respect to the debentures and demand notes are governed by the terms of indenture agreements with U.S. Bank National Association, as trustee. Under the indentures, in addition to other possible events of default, if we fail to make a payment of principal or interest under any debenture or demand note and this failure is not cured within 30 days, we will be deemed in default. Upon such a default, the trustee or holders of 25% in principal of the outstanding debentures or demand notes could declare all principal and accrued interest immediately due and payable. Since our total assets do not cover these debt payment obligations, we would most likely be unable to make all payments under the debentures or demand notes when due, and we might be forced to cease our operations.

Changes in our liquidity position result from operating, investing and financing activities. Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of our net income, including, without limitation, purchases of used automobiles, electronics, furnishings and other consumer goods for resale to our customers. The primary investing activities include consumer loan originations and purchases and collections on such consumer loans. Our financing activities currently focus almost entirely on the sale of Debentures and Demand Notes.

Cash and cash equivalents were $0.8 million at June 25, 2011, a decrease of $0.6 million from $1.4 million at June 25, 2010. During the nine months ended June 25, 2011, cash and cash equivalents decreased $1.4 million. We had $3.7 million of net cash provided by financing activities, as proceeds from the sale of our variable rate subordinated debentures exceeded repayments of debentures by $3.3 million, had proceeds from senior debt and demand notes of $0.4 million. Finance receivables repaid exceeded finance receivables originated by $0.5 million, but operating activities used $5.3 million in cash during the nine-month period. Cash and cash equivalents decreased $1.6 million during the nine months ended June 25, 2010 primarily as a result of a $4.6 million of net cash used in financing activities. We redeemed approximately $9.5 million of debentures while the proceeds from the sale of debentures were $4.7 million and the net proceeds from Senior debt and Demand notes were $0.2 million. Net cash was provided from investing activities, as finance receivables repaid exceeded finance receivables originated by $4.6 million. The cash required to fund redemption of debentures caused us to tighten our risk management on lending and focus more on collection of finance receivables. Cash from operations used approximately $1.5 million.

During 2011, we expect to continue to use a significant amount of cash to fund redemption obligations and pay interest on our securities. If we are unable to raise sufficient cash to fund these redemptions and make interest payments on outstanding debentures and demand notes, we may be forced to reduce new loans to customers. To the extent that we are required to continue using cash from operations (as opposed to net proceeds from sales of

19

debentures and demand notes) to fund redemptions and make interest payments, we will make fewer loans to customers, which will result in a material adverse effect on our liquidity, financial condition and ability to continue as a going concern.

Debentures and Demand Notes

Historically, we or our subsidiary, The Money Tree of Georgia Inc., have offered debentures and demand notes to investors as a significant source of our required capital. We rely on the sale of debentures and demand notes to fund redemption obligations, make interest payments and fund other Company working capital.

During the nine months ended June 25, 2011, we (1) received gross proceeds of $11.1 million from the sale of debentures, (2) paid $7.7 million for redemption of debentures issued by us and our subsidiary, The Money Tree of Georgia Inc. and (3) received less than $0.1 million in net sales of demand notes. As of June 25, 2011, we had $74.6 million of debentures and $3.2 million of demand notes outstanding, compared to $71.2 million of debentures and $3.2 million of demand notes outstanding as of September 25, 2010.

Subsequent Events

Between June 26, 2011 and July 25, 2011, we sold $0.9 million of debentures and $0.2 million of demand notes. For the same period we redeemed $0.8 million of debentures and $0.1 million of demand notes. These include amounts that were redeemed through our subsidiary, The Money Tree of Georgia Inc.

Recent Accounting Pronouncements

Recent accounting pronouncements have been issued that may have a future effect on operations. Refer to Note 3 to the accompanying unaudited consolidated financial statements for a discussion of these pronouncements and their possible effects.

Critical Accounting Policies

Our accounting and reporting policies conform with accounting principles generally accepted in the United States of America (GAAP) and predominant practice within the financial services industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

We believe that the determination of our allowance for credit losses involves a higher degree of judgment and complexity than our other significant accounting policies. The allowance for credit losses is calculated with the objective of maintaining a reserve level believed by management to be sufficient to absorb estimated credit losses. Management’s determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio and other relevant factors. However, this evaluation is inherently subjective as it requires material estimates, including, among others, expected default probabilities, loss given default, the amounts and timing of expected future cash flows on impaired loans, and general amounts for historical loss experience. We also consider economic conditions, uncertainties in estimating losses and inherent risks in the loan portfolio. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from management’s estimates, additional provisions for credit losses may be required that would adversely impact earnings in future periods.

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Finance receivables are considered impaired (i.e. income recognition ceases) as a result of past-due status or a judgment by management that, although payments are current, such action is prudent. Finance receivables on which payments are past due 90 days or more are considered impaired unless they are well-secured and in the process of collection or renewal. Related accrued interest and fees are reversed against current period income.

When a loan is impaired, interest accrued but uncollected is generally reversed against interest income. Cash receipts on impaired loans are generally applied to reduce the unpaid principal balance.

We recognize deferred tax assets and liabilities for the future tax effects of temporary differences, net operating loss carry-forwards and tax credits. Deferred tax assets are subject to management’s judgment based upon available evidence that future realization is more likely than not. If management determines that we may be unable to realize all or part of net deferred tax assets in the future, a direct charge to income tax expense may be required to reduce the recorded value of the net deferred tax asset to the expected realizable amount.

We have not substantially changed any aspect of our overall approach in the application of the foregoing policies. There have been no material changes in assumptions or estimation techniques utilized as compared to previous years.

Impact of Inflation and General Economic Conditions

Although inflation has not had a material adverse effect on our financial condition or results of operations, increases in the inflation rate are generally associated with increased interest rates. A significant and sustained increase in the interest rates would likely unfavorably impact our profitability by reducing the interest rate spread between the rate of interest we receive on our customer loans and interest rates we pay to our note holders, banks and finance companies. Inflation may also negatively affect our operating expenses.

Management

The following should be read in conjunction with and supplements the “Management” section beginning on page 50 of the prospectus.

Effective as of May 26, 2011, D. Michael Wallace resigned as our Vice President – Administration. His position has not been filled and at this time we do not plan to fill the position. Effective as of July 1, 2011, Clayton Penhallegon, our Second Vice President – Investments, retired. His position has not been and will not be filled.

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Index to Financial Statements

	Page
Consolidated Financial Statements
Consolidated Balance Sheets as of June 25, 2011 (Unaudited) and September 25, 2010		F-2
Consolidated Statements of Operations for the three and nine months ended June  25, 2011 and 2010 (Unaudited)		F-3
Consolidated Statements of Cash Flows for the nine months ended June 25,  2011 and 2010 (Unaudited)		F-4
Notes to Consolidated Financial Statements (Unaudited)		F-5

F-1

The Money Tree Inc. and Subsidiaries

Consolidated Balance Sheets

	June 25, 2011			September 25, 2010
	(Unaudited)
Assets
Cash and cash equivalents	$	760,883		$	2,115,538
Finance receivables, net		29,022,723			35,448,066
Other receivables		317,951			492,696
Inventory		1,268,791			1,201,953
Property and equipment, net		2,985,206			3,369,242
Other assets		503,635			598,286
Total assets	$	34,859,189		$	43,225,781
Liabilities and Shareholders’ Deficit
Liabilities
Accounts payable and other accrued liabilities	$	1,492,784		$	1,835,034
Accrued interest payable		12,884,134			12,733,503
Senior debt		499,978			164,625
Variable rate subordinated debentures		74,575,722			71,226,698
Demand notes		3,202,392			3,174,913
Total liabilities		92,655,010			89,134,773
Commitments and contingencies (see Note 10)
Shareholders’ deficit
Common stock:
Class A voting, no par value; 500,000 shares authorized, 2,686 shares issued and outstanding		1,677,647			1,677,647
Class B non-voting, no par value; 1,500,000 shares authorized, 26,860 shares issued and outstanding		—			—
Accumulated deficit		(59,473,468	)		(47,586,639	)
Total shareholders’ deficit		(57,795,821	)		(45,908,992	)
Total liabilities and shareholders’ deficit	$	34,859,189		$	43,225,781

F-2

The Money Tree Inc. and Subsidiaries

Consolidated Statements of Operations

	Three months ended June 25,						Nine months ended June 25,
	2011			2010			2011			2010
	(Unaudited)						(Unaudited)
Interest and fee income	$	2,382,959		$	2,845,052		$	7,060,986		$	9,236,616
Interest expense		(1,874,464	)		(1,687,079	)		(5,381,565	)		(5,265,680	)
Net interest and fee income before provision for credit losses		508,495			1,157,973			1,679,421			3,970,936
Provision for credit losses		(2,367,247	)		(703,524	)		(5,960,534	)		(2,993,497	)
Net revenue (loss) from interest and fees after provision for credit losses		(1,858,752	)		454,449			(4,281,113	)		977,439
Insurance commissions		885,442			1,146,861			3,205,784			3,916,997
Commissions from motor club memberships from company owned by related parties		340,602			279,907			969,152			1,041,465
Delinquency fees		324,017			288,452			1,001,293			1,020,557
Other income		36,863			78,665			138,572			342,600
Net revenue (loss) before retail sales		(271,828	)		2,248,334			1,033,688			7,299,058
Retail sales		1,805,277			1,810,228			6,182,004			7,927,868
Cost of sales		(1,145,141	)		(1,114,053	)		(3,985,000	)		(4,895,239	)
Gross margin on retail sales		660,136			696,175			2,197,004			3,032,629
Net revenues		388,308			2,944,509			3,230,692			10,331,687
Operating expenses
Personnel expense		(2,741,662	)		(2,872,421	)		(8,386,504	)		(10,017,032	)
Facilities expense		(862,746	)		(903,500	)		(2,721,757	)		(2,896,650	)
General and adminstrative expenses		(464,491	)		(543,047	)		(1,529,321	)		(1,806,969	)
Other operating expenses		(700,275	)		(969,300	)		(2,372,563	)		(2,930,410	)
Total operating expenses		(4,769,174	)		(5,288,268	)		(15,010,145	)		(17,651,061	)
Net operating loss		(4,380,866	)		(2,343,759	)		(11,779,453	)		(7,319,374	)
Gain (loss) on sale/disposal of property and equipment		(32,277	)		4,909			(107,376	)		19,051
Loss before income tax expense		(4,413,143	)		(2,338,850	)		(11,886,829	)		(7,300,323	)
Income tax expense		—			—			—			—
Net loss	$	(4,413,143	)	$	(2,338,850	)	$	(11,886,829	)	$	(7,300,323	)
Net loss per common share, basic and diluted	$	(149.37	)	$	(79.16	)	$	(402.32	)	$	(247.08	)
Weighted average shares outstanding		29,546			29,546			29,546			29,546

F-3

The Money Tree Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Nine months ended June 25,	2011			2010
	(Unaudited)
Cash flows from operating activities
Net loss	$	(11,886,829	)	$	(7,300,323	)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for credit losses		5,960,534			2,993,497
Depreciation		514,017			572,490
Amortization		—			254
Loss (gain) on sale/disposal of property and equipment		107,376			(19,051	)
Change in assets and liabilities:
Other receivables		174,745			252,360
Inventory		(66,838	)		1,194,635
Other assets		94,651			1,180,171
Accounts payable and other accrued liabilities		(342,250	)		(397,950	)
Accrued interest payable		150,631			(4,837	)
Net cash used in operating activities		(5,293,963	)		(1,528,754	)
Cash flows from investing activities
Finance receivables originated		(27,864,070	)		(32,526,417	)
Finance receivables repaid		28,328,879			37,133,090
Purchase of property and equipment		(250,782	)		(123,944	)
Proceeds from sale of property and equipment		13,425			100,631
Net cash provided by investing activities		227,452			4,583,360
Cash flows from financing activities
Net proceeds on:
Senior debt		335,353			121,220
Demand notes		27,479			45,720
Proceeds-variable rate subordinated debentures		11,064,164			4,693,866
Repayments-variable rate subordinated debentures		(7,715,140	)		(9,477,149	)
Net cash provided by (used in) financing activities		3,711,856			(4,616,343	)
Net change in cash and cash equivalents		(1,354,655	)		(1,561,737	)
Cash and cash equivalents, beginning of period		2,115,538			2,921,777
Cash and cash equivalents, end of period	$	760,883		$	1,360,040
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	5,169,578		$	5,209,161

F-4

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The consolidated financial statements of The Money Tree Inc., a Georgia corporation, and all of its subsidiaries (collectively, the “Company”) included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the United States (U.S.) Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been omitted. For a description of significant accounting policies used by the Company in the preparation of its consolidated financial statements, see Note 2 to the Consolidated Financial Statements in the Company’s fiscal year 2010 Annual Report on Form 10-K.

The consolidated financial statements include the accounts of the Company after eliminating all significant intercompany transactions and reflect all normal, recurring adjustments which are, in the opinion of management, necessary to present a fair statement of the results of operations of the Company in conformity with GAAP for the interim periods reported. The results of operations for the three and nine months ended June 25, 2011 and 2010 are not necessarily indicative of the results for the full fiscal year.

Certain reclassifications have been made to the prior period consolidated financial statements to conform with the method of presentation used in fiscal year 2011.

NOTE 2 – NATURE OF BUSINESS

The business of The Money Tree Inc. and subsidiaries consists of: the operation of finance company offices in 90 locations throughout Georgia, Alabama, Louisiana and Florida; sales of merchandise (principally furniture, appliances, and electronics) at certain finance company locations; and the operation of two used automobile dealerships in Georgia. The Company also earns revenues from commissions on premiums written for certain insurance products, when requested by loan customers, as an agent for a non-affiliated insurance company. Revenues are also generated from commissions on the sales of automobile club memberships from a company owned by related parties and commissions from sales of prepaid telephone service.

The Company’s loan portfolio consists of consumer sales finance contracts receivables, auto sales finance contracts and direct consumer loan receivables. Consumer sales finance contracts receivables consist principally of retail installment sale contracts collateralized primarily by consumer goods sold by our consumer good dealerships, subject to credit approval, in the locations where the Company operates offices. Auto sales finance contracts are motor vehicle installment contracts collateralized by motor vehicles sold by our auto segment dealerships. Direct consumer loan receivables are loans originated directly to customers for general use, which are collateralized by existing automobiles or consumer goods, or are unsecured.

F-5

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 2 – NATURE OF BUSINESS (CONTINUED)

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The operations of the Company reflect continued pressure from an uncertain economy and the negative impact of the turmoil in the credit markets. The following table sets forth selected consolidated financial data for the nine months ended June 25, 2011 and 2010 and the fiscal year ended September 25, 2010:

	June 25, 2011			June 25, 2010		September 25, 2010
Net Loss	$	11,886,829		$	7,300,323	$	12,134,947
Net interest margin surplus (deficiency)(1)		(4,281,113	)		977,439		(851,341	)
Negative cash flows from operations		5,293,963			1,528,754		4,441,133
Shareholders’ deficit		57,795,821			41,074,368		45,908,992

(1) Loss from net interest and fee income after provision for credit losses

We have experienced significant liquidity issues over the past two years due to significant loan and operating losses and the lack of net sales in our debt offerings. Because of our liquidity issues and the current economic environment, to preserve cash, we significantly reduced the volume of loans made and implemented tighter risk management controls on the loans extended beginning in fiscal year 2009, which continued through June 25, 2011.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. Consequently, our operations and other sources of funds may not provide sufficient available cash flow to meet our continued redemption obligations if the amount of redemptions continues at its current pace or we continue to suffer losses and use funds from operations to fund redemptions.

The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, originate new loans and ultimately attain successful operations. The Company has closely monitored and managed its liquidity position, understanding that this is of critical importance in the current economic environment; however, the current economic environment makes the cash forecast difficult to predict. Therefore, we have reduced operating expenses, substantially curtailed the amount of funds we have been loaning to our customers and are focusing on collections to increase cash flow and address our current cash flow problem.

The recessionary economy has negatively impacted investor confidence and, on two occasions during the past two years, we temporarily suspended the offering of our debt securities to the public while we restated previously issued consolidated financial statements to correct errors detected in those statements.

During 2011, we expect to continue to use a significant amount of cash to fund redemption obligations and pay interest on our securities. If we are unable to raise sufficient cash to fund these redemptions and make interest payments on outstanding debentures and demand notes, we may be forced to reduce new loans to customers. To the extent that we are required to continue using cash from operations (as opposed to net proceeds from sales of debentures and demand notes) to fund redemptions and make interest payments, we will make fewer loans to customers, which will result in a material adverse effect on our liquidity, financial condition and ability to continue as a going concern.

Our obligations with respect to the debentures and demand notes are governed by the terms of indenture agreements with U.S. Bank National Association, as trustee. Under the indentures, in addition to other possible events of default, if we fail to make a payment of principal or interest under any debenture or demand note and this failure is not cured within 30 days, we will be deemed in default. Upon such a default, the trustee or holders of 25% in principal of the outstanding debentures or demand notes could declare all principal and accrued interest immediately due and payable. Since our total assets do not cover these debt payment obligations, we would most likely be unable to make all payments under the debentures or demand notes when due, and we might be forced to cease our operations.

F-6

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 2 – NATURE OF BUSINESS (CONTINUED)

The average term of direct consumer loans is less than seven months; therefore, if management anticipates having short-term cash flow problems, we could curtail the amount of funds we loan to our customers and focus on collections to increase cash flow. During the nine months ended June 25, 2011, the Company continued to tighten its risk management controls related to new loans, resulting in a decrease in loan originations of $4.7 million from the same period in the prior year. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, originate new loans and to ultimately attain successful operations. Management believes the cash flow from our operations coupled with sales of our variable rate subordinated debentures and subordinated demand notes will be sufficient to cover our liquidity needs and cash flow requirements during fiscal year 2011. However, there can be no assurances that the Company’s actions will be successful. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

In July 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-20, “Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” The amendments to theFASB Accounting Standards Codification™ (FASB ASC) will enhance the current disclosure requirements to assist users of financial statements in assessing an entity’s credit risk exposure and evaluating the adequacy of an entity’s allowance for credit losses. ASU 2010-20 requires entities to disclose the nature of credit risk inherent in their finance receivables, the procedure for analyzing and assessing credit risk, and the changes in both the receivables and the allowance for credit losses by portfolio segment and class. ASU 2010-20 is effective for interim and annual reporting periods ending on or after December 15, 2010. We adopted this guidance for the quarter ended December 25, 2010 and its adoption did not have a material impact on our consolidated financial statements.

In June 2009, the FASB issued revised guidance to improve the reporting for the transfer of financial assets resulting from (1) practices that have developed since the issuance of previous guidance that are not consistent with the original intent and key requirements of that guidance and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. These revisions to FASB ASC 860, “Transfers and Servicing,” must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. We adopted this guidance on September 26, 2010 and its adoption did not have a material impact on our consolidated financial statements.

In June 2009, the FASB issued revised guidance to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. These revisions to FASB ASC 810, “Consolidation,” are effective as of the beginning of an entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. We adopted this guidance on September 26, 2010 and its adoption did not have a material impact on our consolidated financial statements.

In January 2011, the FASB issued revised guidance delaying the implementation of disclosures about troubled debt restructuring included in ASU No. 2010-20 (discussed above). We adopted the provisions of ASU 2010-20 during the quarter ended December 25, 2010. We are currently evaluating what effect, if any, this delay may have on our consolidated financial statements.

F-7

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In April 2011, the FASB issued ASU No. 2011-02, “Receivables (Topic 310): Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” The amendment to the FASB ASC helps creditors determine whether a troubled debt restructuring has occurred by clarifying whether a restructuring constitutes a concession and whether the debtor is experiencing financial difficulties. The amendment also requires disclosures related to troubled debt restructurings that were initially effective for periods ending after December 15, 2010, but deferred to make the effective date concurrent with this amendment. The amendment is effective for the first interim or annual period beginning on or after June 15, 2011. We are currently evaluating what effect, if any, this revised guidance will have on our consolidated financial statements.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This amendment to the FASB ASC clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This ASU is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011. We are currently evaluating what effect, if any, this guidance may have on our consolidated financial statements.

NOTE 4 – FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

Finance receivables consisted of the following:

	June 25, 2011			September 25, 2010
	(Unaudited)
Finance receivables, direct consumer	$	14,975,957		$	14,790,670
Finance receivables, consumer sales finance		8,565,814			12,192,962
Finance receivables, auto sales finance		18,912,209			22,584,170
Total gross finance receivables		42,453,980			49,567,802
Unearned insurance commissions		(1,328,395	)		(1,662,796	)
Unearned finance charges		(5,180,930	)		(5,926,738	)
Accrued interest receivable		298,575			341,173
Finance receivables, before allowance for credit losses		36,243,230			42,319,441
Allowance for credit losses		(7,220,507	)		(6,871,375	)
Finance receivables, net	$	29,022,723		$	35,448,066

F-8

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 4 – FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)

An analysis of the allowance for credit losses is as follows:

	As of and for the nine months ended June 25, 2011			As of and for the year ended September 25, 2010			As of and for the nine months ended June 25,  2010
	(Unaudited)						(Unaudited)
Beginning balance	$	6,871,375		$	8,925,381		$	8,925,381
Provisions for credit losses		5,960,534			5,682,584			2,993,497
Charge-offs
Direct consumer		(3,123,660	)		(5,447,963	)		(4,049,347	)
Consumer sales finance		(2,441,470	)		(2,519,125	)		(2,036,727	)
Auto sales finance		(1,811,584	)		(1,942,229	)		(1,002,473	)
Write-downs incurred on the transfer of loans to loans held for sale		—			(528,157	)		(187,378	)
Recoveries - non-file insurance (direct consumer)		1,070,479			1,874,343			1,440,782
Recoveries - other		723,616			854,203			672,221
Other		(28,783	)		(27,662	)		(98,697	)
Ending balance	$	7,220,507		$	6,871,375		$	6,657,259

F-9

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 4 – FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)

An analysis of the allowance for credit losses and recorded investment for the three segments of financing receivables is as follows:

	As of and for the nine months ended June 25, 2011
	(Unaudited)
	Direct Consumer			Consumer Sales Finance			Auto Sales Finance			Total
Allowance for credit losses
Beginning balance	$	2,215,745		$	2,418,333		$	2,237,297		$	6,871,375
Provisions for credit losses		1,256,641			2,307,570			2,396,323			5,960,534
Charge-offs		(3,123,660	)		(2,441,470	)		(1,811,584	)		(7,376,714	)
Recoveries - non-file insurance		1,070,479			—			—			1,070,479
Recoveries - other		723,616			—			—			723,616
Other		(35,962	)		—			7,179			(28,783	)
Ending balance	$	2,106,859		$	2,284,433		$	2,829,215		$	7,220,507
Financing receivables, net
Ending balance:
Collectively evaluated for impairment	$	13,150,644		$	6,738,742		$	16,353,844		$	36,243,230

Due to the nature of the Company’s finance receivable portfolio, which consists of a large number of homogenous loans with similar credit quality characteristics at the time of origination, individual impairment analysis is not performed; rather finance receivables are evaluated collectively as a group within each segment of the portfolio. Different loss rates are not applied to impaired or non-impaired loans since the adjusted benchmark percentage is applied to each segment of the net finance receivable portfolio in total.

F-10

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 4 – FINANCE RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES (CONTINUED)

The table below illustrates the net carrying amount of loans by credit quality indicator at June 25, 2011:

	Performing		Non-performing		Total
Direct consumer	$	10,754,390	$	2,396,254	$	13,150,644
Consumer sales finance		5,141,363		1,597,379		6,738,742
Auto sales finance		12,277,833		4,076,011		16,353,844
	$	28,173,586	$	8,069,644	$	36,243,230

Non-performing direct consumer and consumer sales finance receivables are classified as such due to being over 90 days contractually delinquent (non-accrual status), and earning of interest and fees has been suspended. Non-performing auto sales finance receivables include accounts that are in the non-accrual status and/or in the legal or repossession process.

The table below provides an aging analysis of past due loans and non-accrual loans by segment at June 25, 2011. Amounts are show at gross loan balance:

	As of June 25, 2011
	31 - 90 days		Over 90 days		Total		Non-accrual		Current		Total loans
Direct consumer	$	4,116,773	$	2,396,254	$	6,513,027	$	2,396,254	$	8,462,930	$	14,975,957
Consumer sales finance		1,855,606		1,597,379		3,452,985		1,597,379		5,112,829		8,565,814
Auto sales finance		2,196,113		1,469,403		3,665,516		1,469,403		15,246,693		18,912,209
	$	8,168,492	$	5,463,036	$	13,631,528	$	5,463,036	$	28,822,452	$	42,453,980

NOTE 5 – INVENTORY

Inventory consisted of the following:

	June 25, 2011		September 25, 2010
	(Unaudited)
Used automobiles	$	737,251	$	622,296
Home furnishings and electronics		531,540		579,657
Total inventory	$	1,268,791	$	1,201,953

F-11

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 6 – ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES

Accounts payable and other accrued liabilities consisted of the following:

	June 25, 2011		September 25, 2010
	(Unaudited)
Accounts payable	$	285,953	$	242,878
Insurance payable, loan related		244,259		369,753
Accrued payroll		359,196		367,218
Accrued payroll taxes		28,119		28,007
Sales tax payable		458,105		670,021
Other liabilities		117,152		157,157
Total accounts payable and other accrued liabilities	$	1,492,784	$	1,835,034

F-12

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 7 – DEBT

Debt consisted of the following:

	June 25, 2011		September 25, 2010
	(Unaudited)
Senior debt: due to banks and commercial finance companies, collateralized by inventory and finance receivables, and certain notes include personal guarantees of a shareholder, interest at prime plus 2%, due 2011. The carrying values of the collateral at June 25, 2011 and September 25, 2010 were $1,441,726 and $164,625, respectively.	$	499,978	$	164,625
Total senior debt		499,978		164,625
Variable rate subordinated debentures issued by The Money Tree of Georgia Inc.: due to individuals, unsecured, interest at 4.0% to 8.7%, due at various dates through 2015.		18,096,585		22,490,296
Variable rate subordinated debentures issued by The Money Tree Inc.: due to individuals, unsecured, interest at 5.0% to 8.7%, due at various dates through 2015.		56,479,137		48,736,402
Total subordinated debentures		74,575,722		71,226,698
Demand notes issued by The Money Tree of Georgia Inc.: due to individuals, unsecured, interest at 3.0% to 4.0%, due on demand.		212,034		303,746
Demand notes issued by The Money Tree Inc.: due to individuals, unsecured, interest at 3.0% to 4.0%, due on demand.		2,990,358		2,871,167
Total demand notes		3,202,392		3,174,913
Total debt	$	78,278,092	$	74,566,236

F-13

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 8 – INCOME TAXES

At the end of each quarter, the Company makes its best estimate of the effective tax rate expected to be applicable for the full fiscal year and uses that rate in providing for income taxes on a current year-to-date basis.

NOTE 9 – RELATED PARTY TRANSACTIONS

Martin Family Group, L.L.L.P. owns the real estate of thirteen branch offices, one used car lot, and the Company’s principal executive offices. A shareholder and director of the Company and his two siblings are limited partners of Martin Family Group, L.L.L.P. A former Company shareholder is the president of Martin Investments, Inc., which is the managing general partner of Martin Family Group, L.L.L.P. The Company has entered into lease agreements whereby rent is paid monthly for use of these locations. In addition, Martin Sublease, L.L.C. leases, and then subleases to the Company, another 34 branch office locations, one auto finance collection office and one used car lot for amounts greater than are paid in the underlying leases. This spread is generally to cover property operating cost or improvements made directly by these entities. In the opinion of management, rates paid for these are comparable to those obtained from third parties. A former Company shareholder is the president of Martin Investments, Inc., the company which ultimately controls Martin Sublease, L.L.C. Total rents paid were $1,172,539 and $1,485,573 for the nine months and $387,979 and $445,471 for the three months ended June 25, 2011 and 2010, respectively, and are included in operating expense in the accompanying unaudited consolidated statements of operations.

The Company receives commissions from sales of motor club memberships from an entity owned by the Company’s majority shareholder and President, a shareholder and director of the Company and that shareholder’s two siblings, pursuant to an Agency Sales Agreement. Commissions earned on the sale of these memberships were $969,152 and $1,041,465 for the nine months and $340,602 and $279,907 for the three months ended June 25, 2011 and 2010, respectively.

The Company also engages from time to time in other transactions with related parties. Refer to the “Related Party Transactions” disclosure in the notes to the Company’s Consolidated Financial Statements as of and for the year ended September 25, 2010.

F-14

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 10 – CONTINGENT LIABILITIES

The Company is a party to litigation arising in the normal course of business. With respect to all such lawsuits, claims, and proceedings, the Company establishes reserves when it is probable a liability has been incurred and the amount can reasonably be estimated. In the opinion of management, the resolution of such matters will not have a material effect on the consolidated financial position, consolidated cash flows or consolidated results of operations of the Company.

NOTE 11 – DISCRETIONARY BONUSES

From time to time, the Company pays discretionary bonuses to its employees. The amount of these bonuses charged to operating expenses was $580,157 and $1,137,529 for the nine months and $217,665 and $179,520 for the three months ended June 25, 2011 and 2010, respectively.

NOTE 12 – SEGMENT FINANCIAL INFORMATION

FASB ASC 280, “Segment Reporting,” requires companies to determine segments based on how management makes decisions about allocating resources to segments and measuring their performance. The Company has two reportable segments: Consumer Finance and Sales and Automotive Finance and Sales.

Consumer finance and sales segment

This segment is comprised of the original core operations of the Company representing the small consumer loan business in the four states in which the Company operates. The 90 offices that make up this segment are similar in size and in the markets they serve. All, with a few exceptions, offer consumer goods for sale acting as an agent for another subsidiary of the Company, Home Furniture Mart Inc., which is aggregated in this segment since its sales are generated through these finance offices. This segment is structured with branch management reporting through a regional management level to an operational manager and ultimately to the chief operating decision maker.

Automotive finance and sales segment

This segment is comprised of two used automobile sales locations and offers financing in conjunction with these sales. These locations target similar customers in the Bainbridge, GA and Dublin, GA markets and surrounding areas who generally cannot qualify for traditional financing. The sales and the financing organizations are aggregated in the segment. A general manager is responsible for sales and finance administration at each of the locations and reports to an operational manager and ultimately to the chief operating decision maker.

Accounting policies of the segments are the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K. Performance is measured by various factors such as segment profit, loan volumes and delinquency and loss management. All corporate expenses are allocated to the segments. Provision for income taxes are not allocated to segments.

F-15

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 12 – SEGMENT FINANCIAL INFORMATION (CONTINUED)

Nine months ended June 25, 2011	Consumer Finance & Sales Division			Automotive Finance & Sales Division			Total Segments
In Thousands				(Unaudited)
Net revenues (loss) before retail sales	$	3,345		$	(2,311	)	$	1,034
Gross margin on retail sales		1,083			1,114			2,197
Segment operating expenses		(12,944	)		(2,066	)		(15,010	)
Segment operating loss	$	(8,516	)	$	(3,263	)	$	(11,779	)
June 25, 2011
In Thousands
Assets
Total segment assets	$	18,789		$	14,732		$	33,521
Cash and cash equivalents at corporate level								(263	)
Other receivables at corporate level								318
Property and equipment, net at corporate level								780
Other assets at corporate level								503
Consolidated Assets							$	34,859

F-16

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 12 – SEGMENT FINANCIAL INFORMATION (CONTINUED)

Nine months ended June 25, 2010	Consumer Finance & Sales Division			Automotive Finance & Sales Division			Total Segments
In Thousands				(Unaudited)
Net revenues (loss) before retail sales	$	7,956		$	(657	)	$	7,299
Gross margin on retail sales		1,765			1,268			3,033
Operating expenses		(15,409	)		(2,242	)		(17,651	)
Segment operating loss	$	(5,688	)	$	(1,631	)	$	(7,319	)
June 25, 2010
In Thousands
Assets:
Total assets for reportable segments	$	23,962		$	21,288		$	45,250
Cash and cash equivalents at corporate level								(269	)
Other receivables at corporate level								464
Property and equipment, net at corporate level								839
Other assets at corporate level								651
Consolidated Assets							$	46,935

F-17

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 12 – SEGMENT FINANCIAL INFORMATION (CONTINUED)

Three months ended June 25, 2011	Consumer Finance & Sales Division			Automotive Finance & Sales Division			Total Segments
In Thousands				(Unaudited)
Net revenues (loss) before retail sales	$	775		$	(1,047	)	$	(272	)
Gross margin on retail sales		299			361			660
Segment operating expenses		(4,118	)		(651	)		(4,769	)
Segment operating loss	$	(3,044	)	$	(1,337	)	$	(4,381	)
June 25, 2011
In Thousands
Assets
Total segment assets	$	18,789		$	14,732		$	33,521
Cash and cash equivalents at corporate level								(263	)
Other receivables at corporate level								318
Property and equipment, net at corporate level								780
Other assets at corporate level								503
Consolidated Assets							$	34,859

F-18

The Money Tree Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

NOTE 12 – SEGMENT FINANCIAL INFORMATION (CONTINUED)

Three months ended June 25, 2010	Consumer Finance & Sales Division			Automotive Finance & Sales Division			Total Segments
In Thousands				(Unaudited)
Net revenues (loss) before retail sales	$	2,605		$	(357	)	$	2,248
Gross margin on retail sales		286			410			696
Segment operating expenses		(4,659	)		(629	)		(5,288	)
Segment operating loss	$	(1,768	)	$	(576	)	$	(2,344	)
June 25, 2010
In Thousands
Assets
Total segment assets	$	23,962		$	21,288		$	45,250
Cash and cash equivalents at corporate level								(269	)
Other receivables at corporate level								464
Property and equipment, net at corporate level								839
Other assets at corporate level								651
Consolidated Assets							$	46,935

NOTE 13 – SUBSEQUENT EVENTS

Between June 26, 2011 and July 25, 2011, the Company sold $0.9 million of debentures and $0.2 million of demand notes. For the same period the Company redeemed $0.8 million of debentures and $0.1 million of demand notes. These include amounts that were redeemed through our subsidiary, The Money Tree of Georgia Inc.

F-19