Edgar Filing: NICHOLAS FINANCIAL INC

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2014

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO .

Commission file number: 0-26680

NICHOLAS FINANCIAL, INC.

(Exact Name of Registrant as Specified in its Charter)


British Columbia, Canada		8736-3354
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)


2454 McMullen Booth Road, Building C
Clearwater, Florida		33759
(Address of Principal Executive Offices)		(Zip Code)

(727) 726-0763

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

As of October 31, 2014, the registrant had 12,287,329 shares of common stock outstanding.

NICHOLAS FINANCIAL, INC.

FORM 10-Q

TABLE OF CONTENTS


		Page
Part I.	Financial Information

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets as of September 30, 2014 and March 31, 2014		2

	Consolidated Statements of Income for the three and six months ended September 30, 2014 and 2013		3

	Consolidated Statements of Cash Flows for the six months ended September 30, 2014 and 2013		4

	Notes to the Consolidated Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		20

Item 4.	Controls and Procedures		20

Part II.	Other Information

Item 1.	Legal Proceedings		21

Item 1A.	Risk Factors		21

Item 6.	Exhibits		21

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Nicholas Financial, Inc. and Subsidiaries

Consolidated Balance Sheets


	September 30,
	2014		March 31,
	(Unaudited)		2014
Assets
Cash	$	4,981,883	$	2,635,036
Finance receivables, net		279,182,218		269,343,595
Assets held for resale		2,235,729		1,696,330
Income taxes receivable		920,924		1,093,682
Prepaid expenses and other assets		696,852		891,044
Property and equipment, net		931,328		869,693
Interest rate swap agreements		222,724		183,603
Deferred income taxes		6,603,470		6,716,596

Total assets	$	295,775,128	$	283,429,579

Liabilities and shareholders’ equity
Line of credit	$	132,000,000	$	127,900,000
Drafts payable		2,244,490		2,338,561
Accounts payable and accrued expenses		7,190,657		8,924,919
Deferred revenues		2,715,283		2,328,544

Total liabilities		144,150,430		141,492,024

Shareholders’ equity
Preferred stock, no par: 5,000,000 shares authorized; none issued		—		—
Common stock, no par: 50,000,000 shares authorized; 12,286,109 and 12,220,874 shares issued and outstanding, respectively		31,600,035		31,151,781
Retained earnings		120,024,663		110,785,774

Total shareholders’ equity		151,624,698		141,937,555

Total liabilities and shareholders’ equity	$	295,775,128	$	283,429,579

See accompanying notes.

Nicholas Financial, Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)


	Three months ended September 30,					Six months ended September 30,
	2014			2013		2014			2013
Interest and fee income on finance receivables	$	21,723,072		$	20,948,924	$	43,055,586		$	41,424,659

Expenses:
Marketing		459,389			363,515		862,256			759,589
Salaries and employee benefits		5,120,649			4,831,559		10,341,829			9,683,009
Professional Fees		192,940			482,983		810,788			951,386
Administrative		2,473,775			2,255,856		4,849,899			4,388,399
Provision for credit losses		5,154,235			3,973,104		9,386,050			6,614,895
Dividend tax		—			69,538		—			142,557
Depreciation		93,541			76,819		184,124			152,154
Interest expense		1,485,193			1,442,898		2,933,778			2,847,804
Change in fair value of interest rate swap agreements		(251,408	)		249,616		(39,121	)		(583,643	)

		14,728,314			13,745,888		29,329,603			24,956,150

Operating income before income taxes		6,994,758			7,203,036		13,725,983			16,468,509
Income tax expense		2,665,057			2,886,484		4,487,094			6,451,464

Net income	$	4,329,701		$	4,316,552	$	9,238,889		$	10,017,045

Earnings per share:

Basic	$	0.36		$	0.36	$	0.76		$	0.83

Diluted	$	0.35		$	0.35	$	0.75		$	0.82

Dividends declared per share	$	—		$	0.12	$	—		$	0.24

See accompanying notes.

Nicholas Financial, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


	Six months ended September 30,
	2014			2013
Cash flows from operating activities
Net income	$	9,238,889		$	10,017,045
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		184,124			152,154
Loss (gain) on sale of property and equipment		15,739			(21,800	)
Provision for credit losses		9,386,050			6,614,895
Amortization of dealer discounts		(6,791,907	)		(6,108,055	)
Deferred income taxes		113,126			1,215,453
Share-based compensation		240,290			261,444
Change in fair value of interest rate swap agreements		(39,121	)		(583,643	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		194,192			58,596
Accounts payable and accrued expenses		(1,734,262	)		(596,685	)
Income taxes receivable		172,758			(744,168	)
Deferred revenues		386,739			506,462

Net cash provided by operating activities		11,366,617			10,771,698

Cash flows from investing activities
Purchase and origination of finance receivables		(80,881,045	)		(78,220,371	)
Principal payments received		68,448,279			67,045,251
Increase in assets held for resale		(539,399	)		(808,697	)
Purchase of property and equipment		(308,948	)		(178,912	)
Proceeds from sale of property and equipment		47,450			40,781

Net cash used in investing activities		(13,233,663	)		(12,121,948	)

Cash flows from financing activities
Net draws on line of credit		4,100,000			5,500,000
Change in drafts payable		(94,071	)		22,590
Payment of cash dividends		—			(2,851,126	)
Proceeds from exercise of stock options		142,241			217,673
Excess tax benefits from share-based compensation		65,723			137,079

Net cash provided by financing activities		4,213,893			3,026,216

Net increase in cash		2,346,847			1,675,966
Cash, beginning of period		2,635,036			2,797,716

Cash, end of period	$	4,981,883		$	4,473,682

See accompanying notes.

Nicholas Financial, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The accompanying consolidated balance sheet as of March 31, 2014, which has been derived from audited financial statements, and the accompanying unaudited interim consolidated financial statements of Nicholas Financial, Inc. (including its subsidiaries, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q pursuant to the Securities and Exchange Act of 1934, as amended in Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements, although the Company believes that the disclosures made are adequate to ensure the information is not misleading. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the year ending March 31, 2015. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2014 as filed with the Securities and Exchange Commission on June 16, 2014. The March 31, 2014 consolidated balance sheet included herein has been derived from the March 31, 2014 audited consolidated balance sheet included in the aforementioned Form 10-K.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses on finance receivables and the fair value of interest rate swap agreements.

2. Revenue Recognition

Finance receivables consist of automobile finance installment contracts (“Contracts”) and direct consumer loans (“Direct Loans”). Interest income on finance receivables is recognized using the interest method. Accrual of interest income on finance receivables is suspended when a loan enters bankruptcy status, is contractually delinquent for 60 days or more or the collateral is repossessed, whichever is earlier. Chapter 13 bankrupt accounts are accounted for under the cost-recovery method. Interest income on Chapter 13 bankrupt accounts does not resume until all principal amounts are recovered (see Note 4).

A dealer discount represents the difference between the finance receivable, net of unearned interest, of a Contract, and the amount of money the Company actually pays for the Contract. The discount negotiated by the Company is a function of the lender, the wholesale value of the vehicle and competition in any given market. In making decisions regarding the purchase of a particular Contract the Company considers the following factors related to the borrower: place and length of residence; current and prior job status; history in making installment payments for automobiles; current income; and credit history. In addition, the Company examines its prior experience with Contracts purchased from the dealer from which the Company is purchasing the Contract, and the value of the automobile in relation to the purchase price and the term of the Contract. The entire amount of discount is amortized as an adjustment to yield using the interest method over the life of the loan. The average dealer discount associated with new volume for the six months ended September 30, 2014 and 2013 was 8.16% and 8.43%, respectively in relation to the total amount financed.

Gross finance receivables represent principal balance plus unearned income. The amount of future unearned income is computed as the product of the Contract rate, the Contract term, and the Contract amount.

Deferred revenues consist primarily of commissions received from the sale of ancillary products. These products include automobile warranties, roadside assistance programs, accident and health insurance, credit life insurance and forced placed automobile insurance. These commissions are amortized over the life of the contract using the interest method.

The Company’s net costs for originating direct loans are recognized as an adjustment to the yield and are amortized over the life of the loan using the interest method.

Nicholas Financial, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

3. Earnings Per Share

Basic earnings per share is calculated by dividing the reported net income for the period by the weighted average number of shares of common stock outstanding. Diluted earnings per share includes the effect of dilutive options and other share awards. Basic and diluted earnings per share have been computed as follows:


	Three months ended September 30,				Six months ended September 30,
	2014		2013		2014		2013
Numerator for earnings per share – net income	$	4,329,701	$	4,316,552	$	9,238,889	$	10,017,045

Denominator:
Denominator for basic earnings per share – weighted average shares		12,190,800		12,092,246		12,184,581		12,078,703
Effect of dilutive securities: Stock options and other share awards		173,903		222,995		186,254		194,879

Denominator for diluted earnings per share		12,364,703		12,315,241		12,370,835		12,273,582

Earnings per share:
Basic	$	0.36	$	0.36	$	0.76	$	0.83

Diluted	$	0.35	$	0.35	$	0.75	$	0.82

For the three months ended September 30, 2014 and 2013, potential shares of common stock from stock options totaling 92,663 and 10,000, respectively, were not included in the diluted earnings per share calculation because their effect is anti-dilutive. For the six months ended September 30, 2014 and 2013 potential shares of common stock from stock options totaling 58,989 and 78,559, respectively, were not included in the diluted earnings per share calculation because their effect is anti-dilutive.

4. Finance Receivables

Finance receivables consist of automobile finance installment Contracts and Direct Loans and are detailed as follows:


	September 30, 2014			March 31, 2014
Finance receivables, gross contract	$	442,184,095		$	424,344,193
Unearned interest		(132,735,074	)		(124,306,969	)

Finance receivables, net of unearned interest		309,449,021			300,037,224
Unearned dealer discounts		(17,589,609	)		(17,214,269	)

Finance receivables, net of unearned interest and unearned dealer discounts		291,859,412			282,822,955
Allowance for credit losses		(12,677,194	)		(13,479,360	)

Finance receivables, net	$	279,182,218		$	269,343,595

The terms of the Contracts range from 12 to 72 months and the Direct Loans range from 6 to 48 months. The Contracts and Direct Loans bear a weighted average effective interest rate of 23.10% and 23.24% as of September 30, 2014, respectively and 23.08% and 26.32% as of March 31, 2014, respectively.

Finance receivables consist of Contracts and Direct Loans, each of which comprises a portfolio segment. Each portfolio segment consists of smaller balance homogeneous loans which are collectively evaluated for impairment.

The following table sets forth a reconciliation of the changes in the allowance for credit losses on Contracts:


	Three months ended September 30,						Six months ended September 30,
	2014			2013			2014			2013
Balance at beginning of period	$	12,933,905		$	14,811,173		$	12,889,082		$	16,090,652
Current period provision		5,067,689			3,873,216			9,141,087			6,367,646
Losses absorbed		(7,046,790	)		(6,029,363	)		(11,896,413	)		(10,678,339	)
Recoveries		987,890			823,996			1,808,938			1,699,063

Balance at end of period	$	11,942,694		$	13,479,022		$	11,942,694		$	13,479,022

Nicholas Financial, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

4. Finance Receivables (continued)

The Company purchases Contracts from automobile dealers at a negotiated price that is less than the original principal amount being financed by the purchaser of the automobile. The Contracts are predominately for used vehicles. As of September 30, 2014, the average model year of vehicles collateralizing the portfolio was a 2006 vehicle. The average loan to value ratio, which expresses the amount of the Contract as a percentage of the value of the automobile, is approximately 95%. The Company utilizes a static pool approach to track portfolio performance. If the allowance for credit losses is determined to be inadequate for a static pool, then an additional charge to income through the provision is used to maintain adequate reserves based on management’s evaluation of the risk inherent in the loan portfolio, the composition of the portfolio, and current economic conditions. Such evaluation, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, management’s estimate of probable credit losses and other factors that warrant recognition in providing for an adequate allowance for credit losses.

The following table sets forth a reconciliation of the changes in the allowance for credit losses on Direct Loans:


	Three months ended September 30,						Six months ended September 30,
	2014			2013			2014			2013
Balance at beginning of period	$	706,960		$	591,881		$	590,278		$	467,917
Current period provision		86,546			99,888			244,963			247,249
Losses absorbed		(65,015	)		(42,987	)		(119,115	)		(70,573	)
Recoveries		6,009			10,833			18,374			15,022

Balance at end of period	$	734,500		$	659,615		$	734,500		$	659,615

Direct Loans are originated directly between the Company and the consumer. These loans are typically for amounts ranging from $1,000 to $8,000 and are generally secured by a lien on an automobile, watercraft or other permissible tangible personal property. The majority of Direct Loans are originated with current or former customers under the Company’s automobile financing program. The typical Direct Loan represents a significantly better credit risk than our typical Contract due to the customer’s historical payment history with the Company. In deciding whether or not to make a loan, the Company considers the individual’s credit history, job stability, income and impressions created during a personal interview with a Company loan officer. Additionally, because most of Direct Loans made by the Company to date have been made to borrowers under Contracts previously purchased by the Company, the payment history of the borrower under the Contract is a significant factor in making the loan decision. As of September 30, 2014, loans made by the Company pursuant to its Direct Loan program constituted approximately 3% of the aggregate principal amount of the Company’s loan portfolio.

Changes in the allowance for credit losses for both Contracts and Direct Loans were driven by current economic conditions and trends over several reporting periods which are useful in estimating future losses and overall portfolio performance.

A performing account is defined as an account that is less than 61 days past due. A non-performing account is defined as an account that is contractually delinquent for 61 days or more and the accrual of interest income is suspended. When an account is 120 days contractually delinquent, the account is written off. Upon notification of a Chapter 13 bankruptcy, an account is monitored for collection with other Chapter 13 bankrupt accounts. In the event the debtors balance has been reduced by the bankruptcy court, the Company will record a loss equal to the amount of principal balance reduction. The remaining balance will be reduced as payments are received by the bankruptcy court. In the event an account is dismissed from bankruptcy, the Company will decide, based on several factors, to begin repossession proceedings or to allow the customer to begin making regularly scheduled payments.

Nicholas Financial, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

4. Finance Receivables (continued)

The following table is an assessment of the credit quality by creditworthiness:


	September 30, 2014				September 30, 2013
	Contracts		Direct Loans		Contracts		Direct Loans
Performing accounts	$	419,111,304	$	11,268,405	$	392,402,488	$	10,555,451
Non-performing accounts		8,085,319		101,071		4,696,422		58,850

Total	$	427,196,623	$	11,369,476	$	397,098,910	$	10,614,301
Chapter 13 bankrupt accounts		3,585,641		32,355		2,994,649		9,631

Finance receivables, gross contract	$	430,782,264	$	11,401,831	$	400,093,559	$	10,623,932

The following tables present certain information regarding the delinquency rates experienced by the Company with respect to Contracts and under its Direct Loans, excluding Chapter 13 bankrupt accounts:


Contracts	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
September 30, 2014	$	427,196,623	$	19,923,081		$	5,241,042		$	2,844,277		$	28,008,400
				4.66	%		1.23	%		0.67	%		6.56	%

September 30, 2013	$	397,098,910	$	15,504,636		$	2,855,032		$	1,841,390		$	20,201,058
				3.91	%		0.72	%		0.46	%		5.09	%

Direct Loans	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
September 30, 2014	$	11,369,476	$	215,570		$	77,219		$	23,852		$	316,641
				1.90	%		0.68	%		0.21	%		2.79	%

September 30, 2013	$	10,614,301	$	104,983		$	37,604		$	21,246		$	163,833
				0.99	%		0.35	%		0.20	%		1.54	%

5. Line of Credit

The Company has a line of credit facility (the “Line”) up to $150,000,000. The pricing of the Line, which expires on November 30, 2014, is 300 basis points above 30-day LIBOR with a 1% floor on LIBOR (4.00% at September 30, 2014 and March 31, 2014). Pledged as collateral for this Line are all of the assets of the Company. The outstanding amount of the Line was $132,000,000 and $127,900,000 as of September 30, 2014 and March 31, 2014, respectively. The amount available under the Line was approximately $18,000,000 and $22,100,000 as of September 30, 2014 and March 31, 2014, respectively.

The facility requires compliance with certain financial ratios and covenants and satisfaction of specified financial tests, including maintenance of asset quality and performance tests. Dividends do not require consent in writing by the agent and majority lenders under the new facility as long as the Company is in compliance with a net income covenant. As of September 30, 2014, the Company was in full compliance with all debt covenants.

6. Interest Rate Swap Agreements

The Company utilizes interest rate swap agreements to manage exposure to variability in expected cash flows attributable to interest rate risk. The interest rate swap agreements convert a portion of the floating rate debt to a fixed rate, more closely matching the interest rate characteristics of finance receivables.

The following table summarizes the activity in the notional amounts of interest rate swap agreements:


	Six months ended September 30,
	2014		2013
Notional amounts at April 1	$	50,000,000	$	50,000,000
New contracts		—		—
Matured contracts		—		—

Notional amounts at September 30	$	50,000,000	$	50,000,000

Nicholas Financial, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

6. Interest Rate Swap Agreements (continued)

The Company currently has two interest rate swap agreements. A June 4, 2012 interest rate swap agreement provides for a five-year interest rate swap in which the Company pays a fixed rate of 1% and receives payments from the counterparty on the 1-month LIBOR rate. This interest rate swap agreement has an effective date of June 13, 2012 and a notional amount of $25,000,000. A July 30, 2012 agreement provides for a five-year interest rate swap in which the Company pays a fixed rate of 0.87% and receives payments from the counterparty on the 1-month LIBOR rate. This interest rate swap agreement has an effective date of August 13, 2012 and a notional amount of $25,000,000.

The locations and amounts of (gains) losses in income are as follows:


	Three months ended September 30,					Six months ended September 30,
	2014			2013		2014			2013
Periodic change in fair value of interest rate swap agreements	$	(251,408	)	$	249,616	$	(39,121	)	$	(583,643	)
Periodic settlement differentials included in interest expense		99,846			95,725		198,838			189,039

Total	$	(151,562	)	$	345,341	$	159,717		$	(394,604	)

Net realized gains and losses from the interest rate swap agreements were recorded in the interest expense line item of the consolidated statements of income. The following table summarizes the average variable rates received and average fixed rates paid under the swap agreements.


	Three months ended September 30,						Six months ended September 30,
	2014			2013			2014			2013
Variable rate received		0.15	%		0.19	%		0.15	%		0.19	%
Fixed rate paid		0.94	%		0.94	%		0.94	%		0.94	%

7. Income Taxes

The provision for income taxes decreased to approximately $2.7 million for the three months ended September 30, 2014 from approximately $2.9 million for the three months ended September 30, 2013. The Company’s effective tax rate decreased to 38.10% for the three months ended September 30, 2014 from 40.07% for the three months ended September 30, 2013. The provision for income taxes decreased to approximately $4.5 million for the six months ended September 30, 2014 from approximately $6.5 million for the six months ended September 30, 2013. The Company’s effective tax rate decreased to 32.69% for the six months ended September 30, 2014 from 39.17% for the six months ended September 30, 2013. The significant decrease in the effective tax rate for the six months ended September 30, 2014 is related to certain professional fees associated with the potential sale of the Company becoming deductible during the three months ended June 30, 2014 when the Arrangement Agreement was terminated.

8. Fair Value Disclosures

The Company measures specific assets and liabilities at fair value, which is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When applicable, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability under a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The Company estimates the fair value of interest rate swap agreements based on the estimated net present value of the future cash flows using a forward interest rate yield curve in effect as of the measurement period, adjusted for nonperformance risk, if any, including a quantitative and qualitative evaluation of both the Company’s credit risk and the counterparty’s credit risk. Accordingly, the Company classifies interest rate swap agreements as Level 2.

Nicholas Financial, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

8. Fair Value Disclosures (continued)


	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Interest rate swap agreements:
September 30, 2014 – assets:	$	—	$	222,724	$	—	$	222,724
March 31, 2014 – assets:	$	—	$	183,603	$	—	$	183,603

Financial Instruments Not Measured at Fair Value

The Company’s financial instruments consist of finance receivables and the Line. For each of these financial instruments the carrying value approximates fair value.

Finance receivables, net approximates fair value based on the price paid to acquire indirect loans. The price paid reflects competitive market interest rates and purchase discounts for the Company’s chosen credit grade in the economic environment. This market is highly liquid as the Company acquires individual loans on a daily basis from dealers. The initial terms of the Contracts range from 12 to 72 months. The initial terms of the Direct Loans range from 6 to 48 months. In addition, there have been minimal changes in interest rates and purchase discounts related to these types of loans. If liquidated outside of the normal course of business, the amount received may not be the carrying value.

Based on current market conditions, any new or renewed credit facility would contain pricing that approximates the Company’s current Line. Based on these market conditions, the fair value of the Line as of September 30, 2014 was estimated to be equal to the book value. The interest rate for the Line is a variable rate based on LIBOR pricing options.


	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Finance receivables:
September 30, 2014	$	—	$	—	$	279,182,000	$	279,182,000
March 31, 2014	$	—	$	—	$	269,344,000	$	269,344,000
Line of credit:
September 30, 2014	$	—	$	132,000,000	$	—	$	132,000,000
March 31, 2014	$	—	$	127,900,000	$	—	$	127,900,000

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a nonrecurring basis. The Company does not currently have any assets or liabilities measured at fair value on a nonrecurring basis.

9. Cash Dividend

Dividends were not declared or paid during the six months ended September 30, 2014. On May 7, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on June 28, 2013 to shareholders of record as of June 21, 2013. On August 13, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on September 27, 2013 to shareholders of record as of September 20, 2013.

Payment of cash dividends results in a 5% withholding tax payable by the Company under the Canada-United States Income Tax Convention which is included in earnings under the caption of dividend tax.

Nicholas Financial, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

10. Contingencies

The Company currently is not a party to any pending legal proceedings other than ordinary routine litigation incidental to its business, none of which, if decided adversely to the Company, would, in the opinion of management, have a material adverse effect on the Company’s financial condition or results of operations.

11. Recently Issued Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method. The Company will be evaluating the effect that the ASU will have on the consolidated financial statements and related disclosures.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Company does not believe the adoption of this ASU will have a significant impact on the consolidated financial statements.

The Company does not believe there are any other recently issued accounting standards that have not yet been adopted that will have a material impact on the Company’s consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

This report on Form 10-Q contains various statements, other than those concerning historical information, that are based on management’s beliefs and assumptions, as well as information currently available to management, and should be considered forward-looking statements. This notice is intended to take advantage of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to such forward-looking statements. When used in this document, the words “anticipate”, “estimate”, “expect”, and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. Among the key factors that may have a direct bearing on the Company’s operating results are fluctuations in the economy, the ability to access bank financing, the degree and nature of competition, demand for consumer financing in the markets served by the Company, the Company’s products and services, increases in the default rates experienced on Contracts, adverse regulatory changes in the Company’s existing and future markets, the Company’s ability to expand its business, including its ability to complete acquisitions and integrate the operations of acquired businesses, to recruit and retain qualified employees, to expand into new markets and to maintain profit margins in the face of increased pricing competition. All forward looking statements included in this report are based on information available to the Company on the date hereof, and the Company assumes no obligations to update any such forward looking statement. You should also consult factors described from time to time in the Company’s filings made with the Securities and Exchange Commission, including its reports on Forms 10-K, 10-Q, 8-K and annual reports to shareholders.

Strategic Alternatives

As reported on July 1, 2014, the Company’s Board of Directors (the “Board”) determined to discontinue its previously announced exploration of possible strategic alternatives for the Company, including, but not limited to, the possible sale of the Company to Prospect Capital Corporation or another third party, potential acquisition and expansion opportunities and/or a possible debt or equity financing. Effective as of the same date, the Board terminated its engagement of Janney Montgomery Scott LLC, which was acting as the Board’s independent financial advisor in connection with such exploration of strategic alternatives.

As reported on October 21, 2014 the Company announced that its Board of Directors is considering various strategic financial initiatives to increase return on shareholder investment, including (but not limited to) undertaking a share repurchase program or self-tender offer, initiating a cash dividend program, expanding its existing credit facility and/or exploring potential expansion opportunities. No assurances can be given, however, as to whether the Board of Directors will determine to implement any such initiatives.

Litigation and Legal Matters

See “Item 1. Legal Proceedings” in Part II of this quarterly report below.

Regulatory Developments

As previously reported, Title X of the Dodd-Frank Act established the Bureau of Consumer Finance Protection, or CFPB, which became operational in 2011 and has regulatory, supervisory and enforcement powers over providers of consumer financial products, such as those offered by the Company. The CFPB recently issued a proposal to supervise nonbank companies that qualify as “larger participants of a market for automobile financing.” The proposal defines as “larger participants” nonbank entities that engage in automobile financing and have at least 10,000 aggregate originations. The Company believes that it would qualify as a larger participant for such purposes. An automobile finance company that qualifies as a larger participant will be subject to CFPB examination for federal law compliance once a final rule becomes effective. The CFPB can be expected, among other things, to scrutinize a larger participant’s practices under Dodd-Frank standards for unfair, deceptive, or abusive acts or practices, as well as to examine such larger participant’s compliance with federal consumer financial laws. The CFPB will have the authority to impose on the larger participants it examines fines and other penalties for violations of such federal laws and standards. The Company could incur material additional costs complying with applicable consumer finance laws and standards as well as any CFPB examination. In addition, if the CFPB were to determine that the Company has violated any such laws or standards, it could exercise its enforcement powers in ways that would have a material adverse effect on the Company, its business and financial condition.

Critical Accounting Policy

The Company’s critical accounting policy relates to the allowance for credit losses. It is based on management’s opinion of an amount that is adequate to absorb losses in the existing portfolio. The allowance for credit losses is established through a provision for losses based on management’s evaluation of the risk inherent in the loan portfolio, the composition of the portfolio, and current economic conditions. Such evaluation, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, management’s estimate of probable credit losses and other factors that warrant recognition in providing for an adequate credit loss allowance.

Because of the nature of the customers under the Company’s Contracts and its Direct Loans, the Company considers the establishment of adequate reserves for credit losses to be imperative. The Company segregates its Contracts into static pools for purposes of establishing reserves for losses. All Contracts purchased by a branch during a fiscal quarter comprise a static pool. The Company pools Contracts according to branch location because the branches purchase Contracts in different geographic markets. This method of pooling by branch and quarter allows the Company to evaluate the different markets where the branches operate. The pools also allow the Company to evaluate the different levels of customer income, stability, credit history, and the types of vehicles purchased in each market. Each such static pool consists of the Contracts purchased by a branch office during the fiscal quarter.

Contracts are purchased from many different dealers and are all purchased on an individual Contract by Contract basis. Individual Contract pricing is determined by the automobile dealerships and is generally the lesser of state maximum interest rates or the maximum interest rate the customer will accept. In certain markets, competitive forces will drive down Contract rates from the maximum rate to a level where an individual competitor is willing to buy an individual Contract. The Company only buys Contracts on an individual basis and never purchases Contracts in batches, although the Company may consider portfolio acquisitions as part of its growth strategy.

The Company has detailed underwriting guidelines it utilizes to determine which Contracts to purchase. These guidelines are specific and are designed to cause all of the Contracts that the Company purchases to have common risk characteristics. The Company utilizes its District Managers to evaluate their respective branch locations for adherence to these underwriting guidelines. The Company also utilizes an internal audit department to assure adherence to its underwriting guidelines. The Company utilizes the branch model, which allows for Contract purchasing to be done on the branch level. Each Branch Manager may interpret the guidelines differently, and as a result, the common risk characteristics tend to be the same on an individual branch level but not necessarily compared to another branch.

The allowance for loan losses is established through charges to earnings through the provision for credit losses. The allowance for credit losses is maintained at an amount that reduces the net carrying amount of finance receivables for incurred losses. If a static pool is fully liquidated and has any remaining reserves, the excess provision is immediately reversed during the period. For static pools that are not fully liquidated that are deemed to have excess reserves, such amounts are reversed against provision for credit losses during the period.

In analyzing a static pool, the Company considers the performance of prior static pools originated by the branch office, the performance of prior Contracts purchased from the dealers whose Contracts are included in the current static pool, the credit rating of the customers under the Contracts in the static pool, and current market and economic conditions. Each static pool is analyzed monthly to determine if the loss reserves are adequate, and adjustments are made if they are determined to be necessary.

Introduction

Consolidated net income remained flat at $4.3 million for the three-month period ended September 30, 2014 as compared to the corresponding period ended September 30, 2013. Diluted earnings per share remained flat at $0.35 as compared to the three months ended September 30, 2013. Consolidated net income decreased 8% to approximately $9.2 million for the six-month period ended September 30, 2014 as compared to $10.0 million for the corresponding period ended September 30, 2013. Diluted earnings per share decreased 9% to $0.75 for the six months ended September 30, 2014 as compared to $0.82 for the six months ended September 30, 2013.

The results for the three-month period ended September 30, 2014 were adversely affected by a reduction in the gross portfolio yield and an increase in the provision for losses compared to the corresponding period ended September 30, 2013. The results were favorably impacted by a change in the fair value of the interest rate swap agreements which resulted in a gain of $251 thousand for the three months ended September 30, 2014 compared to a loss of $250 thousand for the comparable three-month period.

The results for the six-month period ended September 30, 2014 as compared to the six months ended September 30, 2013 were adversely affected by a reduction in the gross portfolio yield, an increase in the provision for losses, and a change in the fair value of the interest rate swap agreements, which was a gain of $39 thousand and $583 thousand, respectively. Our results were favorably impacted by a reduction in income tax expense in the year related to professional fees associated with the previously announced potential sale of the Company. Such fees became deductible as a result of the termination of the Arrangement Agreement announced on July 1, 2014, resulting in a decrease in income tax expense of $804 thousand, a lower effective tax rate and after-tax impact of $0.07 per share.

The Company’s software subsidiary, Nicholas Data Services, did not contribute significantly to consolidated operations in the period ended September 30, 2014 or 2013, and operations ceased during the quarter ended June 30, 2014.


	Three months ended September 30,						Six months ended September 30,
Portfolio Summary	2014			2013			2014			2013

Average finance receivables, net of unearned interest (1)	$	309,836,832		$	290,071,860		$	307,376,210		$	287,854,928


Average indebtedness (2)	$	132,350,000		$	128,255,377		$	131,093,750		$	127,067,884


Interest and fee income on finance receivables	$	21,723,073		$	20,943,161		$	43,055,586		$	41,412,533
Interest expense		1,485,192			1,442,898			2,933,778			2,847,804

Net interest and fee income on finance receivables	$	20,237,881		$	19,500,263		$	40,121,808		$	38,564,729

Weighted average contractual rate (3)		23.10	%		23.24	%		23.10	%		23.24	%

Average cost of borrowed funds (2)		4.49	%		4.50	%		4.48	%		4.48	%

Gross portfolio yield (4)		28.04	%		28.88	%		28.01	%		28.77	%

Interest expense as a percentage of average finance receivables, net of unearned interest		1.92	%		1.99	%		1.91	%		1.98	%

Provision for credit losses as a percentage of average finance receivables, net of unearned interest		6.65	%		5.48	%		6.11	%		4.60	%


Net portfolio yield (4)		19.47	%		21.41	%		19.99	%		22.19	%

Marketing, salaries, employee benefits, depreciation, administrative, professional fee expenses and dividend taxes as a percentage of average finance receivables, net of unearned interest (5)		10.77	%		11.07	%		11.09	%		11.10	%


Pre-tax yield as a percentage of average finance receivables, net of unearned interest (6)		8.70	%		10.34	%		8.90	%		11.09	%


Write-off to liquidation (7)		9.01	%		8.19	%		7.77	%		7.05	%
Net charge-off percentage (8)		7.89	%		7.10	%		6.63	%		6.13	%

Note: All three- and six-month key performance indicators expressed as percentages have been annualized.

(1)	Average finance receivables, net of unearned interest, represents the average of gross finance receivables, less unearned interest throughout the period.

(2)	Average indebtedness represents the average outstanding borrowings under the Line. Average cost of borrowed funds represents interest expense as a percentage of average indebtedness.

(3)	Weighted average contractual rate represents the weighted average annual percentage rate (“APR”) of all Contracts and Direct Loans as of the period ending date.

(4)

Gross portfolio yield represents finance revenues as a percentage of average finance receivables, net of unearned interest. Net portfolio yield represents finance revenue minus (a) interest expense and (b) the provision for credit losses as a percentage of average finance receivables, net of unearned interest.

(5)

The numerators include expenses associated with the potential sale of the Company and include taxes associated with the payments of cash dividends. Absent these expenses, the percentages would have been 10.72% and 10.81% for the three months ended September 30, 2014 and 2013, respectively, and 10.86% and 10.75% for the six months ended September 30, 2014 and 2013, respectively.

(6)	Pre-tax yield represents net portfolio yield minus administrative expenses as a percentage of average finance receivables, net of unearned interest.

(7)	Write-off to liquidation percentage is defined as net charge-offs divided by liquidation. Liquidation is defined as beginning gross receivable balance plus current period purchases minus voids and refinances minus ending gross receivable balance.

(8)	Net charge-off percentage represents net charge-offs divided by average finance receivables, net of unearned interest, outstanding during the period.

Three months ended September 30, 2014 compared to three months September 30, 2013

Interest Income and Loan Portfolio

Interest and fee income on finance receivables, predominately finance charge income, increased 4% to approximately $21.7 million for the three-month period ended September 30, 2014 from $20.9 million for the corresponding period ended September 30, 2013. Average finance receivables, net of unearned interest equaled approximately $309.8 million for the three-month period ended September 30, 2014, an increase of 6.8% from $290.1 million for the corresponding period ended September 30, 2013. The primary reason average finance receivables, net of unearned interest increased was the increase of the receivable base of several existing branches in younger markets and one new branch (see “Contract Procurement” and “Loan Origination” below). The gross finance receivable balance increased 8% to approximately $442.2 million as of September 30, 2014, from $410.7 million as of September 30, 2013. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield decreased to 28.04% for the three-month period ended September 30, 2014 compared to 28.88% for the three-month period ended September 30, 2013. The gross portfolio yield decreased primarily due to the decrease in the average dealer discount, which is a result of increased competition. The average dealer discount associated with new volume for the three months ended September 30, 2014 and 2013 was 8.18% and 8.51%, respectively in relation to the total amount financed. The net portfolio yield decreased to 19.47% for the three-month period ended September 30, 2014 from 21.41% for the corresponding period ended September 30, 2013. The net portfolio yields decreased due to a decrease in the gross portfolio yield and an increase in the provision for credit losses (see “Analysis of Credit Losses” below).

Marketing, Salaries, Employee Benefits, Depreciation, Administrative, Professional Fee Expenses and Dividend Taxes

Marketing, salaries, employee benefits, depreciation, administrative, professional fee expenses and dividend taxes increased to approximately $8.3 million for the three-month period ended September 30, 2014 from approximately $8.0 million for the corresponding period ended September 30, 2013. The increase was primarily related to the increase in salaries, employee benefits and administrative expenses which was primarily attributable to newer branch locations and an increase in costs associated with maintaining the finance receivable portfolio. The Company operated 66 and 65 branch locations as of September 30, 2014 and 2013, respectively. Marketing, salaries, employee benefits, depreciation, administrative, professional fee expenses and dividend taxes as a percentage of finance receivables, net of unearned interest, decreased to 10.77% for the three-month period ended September 30, 2014 from 11.07% for the three-month period ended September 30, 2013. For the three months ended September 30, 2014, the numerator includes expenses associated with the potential sale of the Company. Absent these expenses, the percentage would have been 10.72%. For the three months ended September 30, 2013, the numerator includes dividend taxes and expenses associated with the potential sale of the Company. Absent these costs, the percentage would have been 10.81%.

Interest Expense

Interest expense remained relatively flat at $1.49 million for the three-month period ended September 30, 2014 and $1.44 million for the three-month period ended September 30, 2013. This consistency was due to the limited changes in average borrowing on the Line, minimal changes in interest rates and no changes to interest rate swap agreements. The following table summarizes the Company’s average cost of borrowed funds:


	Three months ended September 30,
	2014			2013
Variable interest under the line of credit facility		0.31	%		0.39	%
Settlements under interest rate swap agreements		0.30	%		0.30	%
Credit spread under the line of credit facility		3.88	%		3.81	%

Average cost of borrowed funds		4.49	%		4.50	%

The Company’s average cost of funds remained flat. The credit spread increased and the variable interest decreased due to a decrease in LIBOR rates in the three months ended September 30, 2014 as compared to September 30, 2013.

The notional amount of interest rate swap agreements was $50.0 million at a weighted average fixed rate of 0.94% for each of the three-month periods ended September 30, 2014 and 2013. For further discussions regarding the effect of interest rate swap agreements see Note 6 – “Interest Rate Swap Agreements”.

Six months ended September 30, 2014 compared to six months ended September 30, 2013

Interest Income and Loan Portfolio

Interest and fee income on finance receivables, predominately finance charge income, increased 4% to approximately $43.0 million for the six-month period ended September 30, 2014 from $41.4 million for the corresponding period ended September 30, 2013. Average finance receivables, net of unearned interest equaled approximately $307.4 million for the six-month period ended September 30, 2014, an increase of 7% from $287.9 million for the corresponding period ended September 30, 2013. The primary reason average finance receivables, net of unearned interest, increased was the increase in the receivable base of several existing branches in younger markets and also the opening of one new branch location (see “Contract Procurement” and “Loan Origination” below). The gross finance receivable balance increased 8% to approximately $442.2 million as of September 30, 2014, from $410.7 million as of September 30, 2013. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield decreased to 28.01% for the six-month period ended September 30, 2014 from 28.77% for the six-month period ended September 30, 2013. The net portfolio yield decreased to 19.99% for the period ended September 30, 2014 from 22.19% for the six-month period ended September 30, 2013. The gross portfolio yield decreased primarily due to a decrease in the average dealer discount. The average dealer discount associated with new volume for the six months ended September 30, 2014 and 2013 was 8.16% and 8.43%, respectively, in relation to the total amount financed. The decrease in the average dealer discount is due to an increase in competition. The net portfolio yield decreased due to a decrease in the gross portfolio yield and an increase in the provision for credit losses (see “Analysis of Credit Losses” below).

Marketing, Salaries, Employee Benefits, Depreciation, Administrative, Professional Fee Expenses and Dividend Taxes

Marketing, salaries, employee benefits, depreciation, administrative, professional fee expenses and dividend taxes increased to approximately $17.0 million for the six-month period ended September 30, 2014 from approximately $16.0 million for the corresponding period ended September 30, 2013. The increase of 6% was primarily attributable to an increase in costs associated with maintaining the finance receivable portfolio. The Company opened one branch and increased average headcount to 326 for the six-month period ended September 30, 2014 from 323 for the six-month period ended September 30, 2013. Marketing, salaries, employee benefits, depreciation, administrative, professional fee expenses and dividend taxes as a percentage of finance receivables, net of unearned interest, decreased to 11.09% for the six-month period ended September 30, 2014 from 11.10% for the six-month period ended September 30, 2013. For the six months ended September 30, 2014, the numerator includes expenses associated with the potential sale of the Company. Absent these expenses, the percentage would have been 10.86%. For the three months ended September 30, 2013, the numerator includes dividend taxes and expenses associated with the potential sale of the Company. Absent these costs, the percentage would have been 10.75%.

Interest Expense

Interest expense remained relatively flat at $2.9 million for the six-month period ended September 30, 2014 from $2.8 million for the six-month period ended September 30, 2013. The following table summarizes the Company’s average cost of borrowed funds for the six-month period ended September 30:


	Six months ended September 30,
	2014			2013
Variable interest under the line of credit facility		0.30	%		0.37	%
Settlements under interest rate swap agreements		0.30	%		0.30	%
Credit spread under the line of credit facility		3.88	%		3.81	%

Average cost of borrowed funds		4.48	%		4.48	%

The Company’s average cost of funds relatively remained flat. The credit spread increased and the variable interest decreased due to a decrease in LIBOR rates in the six months ended September 30, 2014 as compared to September 30, 2013.

The weighted average notional amount of interest rate swap agreements was $50.0 million at a weighted average fixed rate of 0.94% for the six months ended September 30, 2014 and 2013. For further discussions regarding the effect of interest rate swap agreements see Note 6 – “Interest Rate Swap Agreements”.

Contract Procurement

The Company purchases Contracts in the fifteen states listed in the table below. The Contracts purchased by the Company are predominately for used vehicles; for the three- and six-month periods ended September 30, 2014 and 2013, less than 1% were for new vehicles.

The following tables present selected information on Contracts purchased by the Company, net of unearned interest.


	Three months ended September 30,				Six months ended September 30,
State	2014		2013		2014		2013
FL	$	12,471,132	$	12,216,078	$	27,646,924	$	24,325,129
GA		4,236,295		4,301,192		9,483,742		8,448,535
NC		3,908,179		4,293,110		7,898,202		8,741,592
SC		876,599		1,523,503		1,962,924		2,923,877
OH		5,598,970		5,938,477		11,698,092		12,004,342
MI		1,455,516		1,536,299		3,421,619		3,251,601
VA		1,256,726		1,231,601		2,665,082		2,691,842
IN		1,785,517		1,862,772		3,786,408		3,997,562
KY		2,265,505		2,223,445		4,491,257		4,540,915
MD		1,086,084		689,643		2,335,654		1,209,300
AL		1,425,989		1,566,823		2,936,735		3,350,091
TN		856,585		1,485,664		2,407,502		3,260,178
IL		1,394,897		1,112,008		2,476,212		1,668,343
MO		1,843,028		1,628,678		3,586,767		2,762,400
KS		415,720		349,222		849,224		665,522

Total	$	40,876,742	$	41,958,515	$	87,646,344	$	83,841,229


	Three months ended September 30,						Six months ended September 30,
Contracts	2014			2013			2014			2013
Purchases	$	40,876,742		$	41,958,515		$	87,646,344		$	83,841,229
Weighted APR		23.07	%		23.05	%		23.04	%		22.93	%
Average discount		8.18	%		8.51	%		8.16	%		8.43	%
Weighted average term (months)		55			52			55			52
Average loan	$	10,953		$	10,685		$	10,989		$	10,664
Number of Contracts		3,732			3,927			7,976			7,862

Loan Origination

The following table presents selected information on Direct Loans originated by the Company, net of unearned interest.


	Three months ended September 30,						Six months ended September 30,
Direct Loans Originated	2014			2013			2014			2013
Originations	$	2,365,507		$	2,655,698		$	5,031,054		$	5,294,857
Weighted APR		26.82	%		27.25	%		26.75	%		26.53	%
Weighted average term (months)		29			29			30			29
Average loan	$	3,494		$	3,324		$	3,538		$	3,405
Number of loans		677			799			1,422			1,555

Analysis of Credit Losses

As of September 30, 2014, the Company had 1,427 active static pools. The average pool upon inception consisted of 59 Contracts with aggregate finance receivables, net of unearned interest, of approximately $630,000.

The Company anticipates losses absorbed as a percentage of liquidation (see note 7 in the Portfolio Summary table on page 14 for the definition of write-off to liquidation) will be in the 8%-10% range during the remainder of the current fiscal year; however, no assurances can be given that the actual losses absorbed may not be higher as a result of continued fierce competition. The longer-term outlook for portfolio performance will depend largely on the competition. Other indicators include the overall economic conditions, the unemployment rate, repossessed car resale rates, and the price of oil which impacts the cost of gasoline, food and many other items used or consumed by the average person. Also, the Company’s ability to monitor, manage and implement its underwriting philosophy in additional geographic areas as it strives to continue its expansion will impact future portfolio performance. The Company does not believe there have been any significant changes in loan concentrations; however, the weighted average term increased to 55 months from 52 months of Contracts purchased during the three and six months ended September 30, 2014.

The provision for credit losses increased to approximately $5.2 million from approximately $4.0 million for the three months ended September 30, 2014 and 2013, respectively. The Company has experienced favorable variances between projected write-offs and actual write-offs on many seasoned pools which has resulted in an increase in expected future cash flows. However, due to increased competition in more recent periods, the percentage of loans acquired that are categorized in the lower tiers of the Company’s guidelines has increased. During the current periods, static pools originated during fiscal 2014 and 2013, while still performing at acceptable net charge-off levels, have experienced losses higher than static pools originated in previous years. Consequently, if this trend continues, the Company would expect the provision for credit losses to remain higher for future static pools. Accordingly, the amount of additional provision necessary to maintain an adequate allowance to absorb incurred losses in the existing portfolio was greater than the provision in fiscal 2014. The Company’s losses as a percentage of liquidation increased to 9.01% from 8.19% for the three months ended September 30, 2014 and 2013, respectively. The Company has also experienced increased losses in part due to a small decrease in auction proceeds from repossessed vehicles. These proceeds are dependent upon several variables including the general market for repossessed vehicles. During the three months ended September 30, 2014 and 2013, auction proceeds from the sale of repossessed vehicles averaged approximately 45% and 47%, respectively, of the related principal balance.

The Company also considers the following factors to assist in determining the appropriate loss reserve levels: unemployment rates; competition; the number of bankruptcy filings; the results of internal branch audits; consumer sentiment; consumer spending; economic growth (i.e., changes in GDP); the condition of the housing sector; and other leading economic indicators. The Company continues to evaluate reserve levels on a pool-by-pool basis during each reporting period. While unemployment rates have stabilized somewhat, they remain elevated, which will make it difficult for improvement in loss rates. The longer-term outlook for portfolio performance will depend on overall economic conditions, the unemployment rate, the rational or irrational behavior of the Company’s competitors, and the Company’s ability to monitor, manage and implement its underwriting philosophy in additional geographic areas as it strives to continue its expansion.

The delinquency percentage for Contracts more than thirty days past due as of September 30, 2014 was 6.56% as compared to 5.09% as of September 30, 2013. This increase is primarily as a result of increased competition in all markets that the Company presently operates in. Increased competition typically reduces discounts on Contracts purchased and also results in a greater percentage of Contracts, while still within guidelines, that result in lower credit quality. The delinquency percentage for Direct Loans more than thirty days past due as of September 30, 2014 was 2.79% as compared to 1.54% as of September 30, 2013. See Note 4 – “Finance Receivables” for changes in allowance for credit losses, credit quality and delinquencies. Such increases in the delinquency percentage for Contracts and the losses as a percentage of liquidation were contemplated in determining the appropriate reserve levels, particularly for less seasoned pools.

Recoveries as a percentage of charge-offs decreased to approximately 12.39% for the three months ended September 30, 2014 from approximately 15.21% for the three months ended September 30, 2013. Recoveries as a percentage of charge-offs decreased to approximately 15.21% for the six months ended September 30, 2014 from approximately 17.90% for the six months ended September 30, 2013. Historically, recoveries as a percentage of charge-offs fluctuate from period to period, and the Company does not attribute this increase to any particular change in operational strategy or economic event. From time to time the Company will aggregate charge-off accounts, it deems uncollectable, and sell them to third party recovery specialists.

In accordance with our policies and procedures, certain borrowers qualify for, and the Company offers, one-month principal payment deferrals on Contracts and Direct Loans. For the three months ended September 30, 2014 and September 30, 2013 the Company granted deferrals to approximately 5.89% and 6.49%, respectively, of total Contracts and Direct Loans. For the six months ended September 30, 2014 and September 30, 2013 the Company granted deferrals to approximately 11.06% and 11.70%, respectively, of total Contracts and Direct Loans. The number of deferrals is influenced by portfolio performance, general economic conditions and the unemployment rate.

Income Taxes

Liquidity and Capital Resources

The Company’s cash flows are summarized as follows:


	Six months ended September 30,
	2014			2013
Cash provided by (used in):
Operating activities	$	11,366,617		$	10,771,698
Investing activities (primarily purchase of Contracts)		(13,233,663	)		(12,121,948	)
Financing activities		4,213,893			3,026,216

Net increase in cash	$	2,346,847		$	1,675,966

The Company’s primary use of working capital during the three months ended September 30, 2014, was the funding of the purchase of Contracts which are financed substantially through cash from principal payments received and cash from operations. The Line is secured by all of the assets of the Company and has a maturity date of November 30, 2014. The Company may borrow up to $150.0 million. Borrowings under the Line may be under various LIBOR pricing options plus 300 basis points with a 1% floor on LIBOR. As of September 30, 2014, the amount outstanding under the Line was approximately $132.0 million, and the amount available under the Line was approximately $18.0 million. The Company is currently negotiating an amendment to its current Line and to extend the maturity date. The Company does not anticipate any issues and expects to execute this amendment during the three months ended December 31, 2014.

The Company will continue to depend on the availability of the Line, together with cash from operations, to finance future operations. Amounts outstanding under the Line have increased by approximately $4.1 million during the six months ended September 30, 2014. The increase of the Line is principally related to the fact that cash needed to fund new contracts exceeded cash received from operations. The amount of debt the Company incurs from time to time under these financing mechanisms depends on the Company’s need for cash and ability to borrow under the terms of the Line. The Company believes that borrowings available under the Line as well as cash flow from operations will be sufficient to meet its short-term funding needs. The Line requires compliance with certain debt covenants including financial ratios, asset quality and other performance tests. The Company is in compliance with all of its debt covenants.

On May 7, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on June 28, 2013 to shareholders of record as of June 21, 2013. On August 13, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on September 27, 2013 to shareholders of record as of September 20, 2013. No dividends were declared for the period ending September 30, 2014.

Contractual Obligations

The following table summarizes the Company’s material obligations as of September 30, 2014.


	Payments Due by Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years

Operating leases	$	3,688,066	$	1,726,795	$	1,562,934	$	398,337	$	—
Line of credit		132,000,000		132,000,000		—		—		—
Interest on Line¹		985,600		985,600		—		—		—


Total	$	136,673,666	$	134,712,395	$	1,562,934	$	398,337	$	—

The Company’s Line matures on November 30, 2014. Interest on outstanding borrowings under the Line as of September 30, 2014, is based on an effective interest rate of 4.48% which includes the estimated effect of the interest rate swap agreements settlements through the maturity date. The effective interest rate used in the above table does not contemplate the possibility of entering into interest rate swap agreements in the future.

Future Expansion

The Company currently operates a total of sixty-six branch locations in fifteen states, including twenty-one in Florida; eight in Ohio; six in North Carolina and Georgia; three in Kentucky, Indiana, Missouri, Michigan, and Alabama; two in Virginia, Tennessee, Illinois, and South Carolina; and one each in Maryland, and Kansas. Each office is budgeted (size of branch, number of employees and location) to handle up to 1,000 accounts and up to $7.5 million in gross finance receivables. To date, twenty-two of our branches meet this capacity. The Company continues to evaluate additional markets for future branch locations, and subject to market conditions, may open additional branch locations during fiscal 2015.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to the Company’s operations result primarily from changes in interest rates. The Company does not engage in speculative or leveraged transactions, nor does it hold or issue financial instruments for trading purposes.

Interest rate risk

Management’s objective is to minimize the cost of borrowing through an appropriate mix of fixed and floating rate debt. Derivative financial instruments, such as interest rate swap agreements, may be used for the purpose of managing fluctuating interest rate exposures that exist from ongoing business operations. The Company does not use interest rate swap agreements for speculative purposes. At September 30, 2014, $82,000,000, or approximately 62.1% of our total debt was subject to floating interest rates; however, due to a 1% floor on the debt these rates are effectively fixed until the variable rates exceed this threshold. As a result, a hypothetical increase in the variable interest rates of 1% or 100 basis points (1.15% as of September 30, 2014) as of September 30, 2014 applicable to this floating rate debt would have an annual after-tax impact of approximately $76,000.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management evaluated, with the participation of the Company’s President and Chief Executive Officer and Vice President and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and the Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the date of such evaluation to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared.

Changes in internal controls. There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

ITEM 1A.

RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2014, which could materially affect our business, financial condition or future results. The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 6.

EXHIBITS

See exhibit index following the signature page.

SIGNATURES

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

NICHOLAS FINANCIAL, INC.

(Registrant)


Date: November 10, 2014				/s/ Ralph T. Finkenbrink
				Ralph T. Finkenbrink
				Chairman of the Board, President, Chief Executive Officer and Director

Date: November 10, 2014				/s/ Katie L. MacGillivary
				Katie L. MacGillivary
				Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

10.8		Form of Dealer Agreement and Schedule thereto listing dealers that are parties to such agreements

31.1		Certification of the President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of the Vice President and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of the Chief Executive Officer Pursuant to 18 U.S.C. § 1350

32.2*		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. § 1350

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

*	This certification accompanies the Quarterly Report on Form 10-Q and is not filed as part of it.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company