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 June 30, 2012

¨ 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 Incorporation or Organization)	(I.R.S. Employer 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.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨

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 August 1, 2012, the registrant had 12,061,426 shares of common stock outstanding.

NICHOLAS FINANCIAL, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2012 and March 31, 2012	2
	Condensed Consolidated Statements of Income for the three months ended June 30, 2012 and 2011	3
	Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2012 and 2011	4
	Notes to the Condensed 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 1A.	Risk Factors	20
Item 6.	Exhibits	20

1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Nicholas Financial, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	June 30, 2012 (Unaudited)		March 31, 2012
Assets
Cash	$	5,049,384	$	2,803,054
Finance receivables, net		244,597,019		242,348,521
Assets held for resale		1,482,501		1,373,001
Income taxes receivable		—		497,535
Prepaid expenses and other assets		753,997		751,040
Property and equipment, net		772,783		758,784
Deferred income taxes		8,978,840		8,704,099
Total assets	$	261,634,524	$	257,236,034
Liabilities and shareholders’ equity
Line of credit	$	109,000,000	$	112,000,000
Drafts payable		1,489,809		1,602,079
Accounts payable and accrued expenses		6,264,353		6,612,429
Income taxes payable		3,101,404		—
Interest rate swaps		209,101		—
Deferred revenues		1,101,167		1,082,475
Total liabilities		121,165,834		121,296,983
Shareholders’ equity
Preferred stock, no par: 5,000,000 shares authorized; none issued		—		—
Common stock, no par: 50,000,000 shares authorized; 12,047,278 and 11,960,975 shares issued and outstanding, respectively		28,790,485		28,426,043
Retained earnings		111,678,205		107,513,008
Total shareholders’ equity		140,468,690		135,939,051
Total liabilities and shareholders’ equity	$	261,634,524	$	257,236,034

See accompanying notes.

2

Nicholas Financial, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

	Three months ended June 30,
	2012		2011
Revenue:
Interest and fee income on finance receivables	$	17,270,088	$	16,623,588
Sales		9,769		10,717
		17,279,857		16,634,305
Expenses:
Cost of sales		3,363		2,756
Marketing		374,332		298,796
Salaries and employee benefits		4,524,486		4,391,810
Administrative		2,159,354		1,929,383
Provision for credit losses		10,372		79,415
Depreciation		72,467		72,541
Interest expense		1,192,140		1,228,978
Change in fair value of interest rate swaps		209,101		—
		8,545,615		8,003,679
Operating income before income taxes		8,734,242		8,630,626
Income tax expense		3,360,717		3,327,833
Net income	$	5,373,525	$	5,302,793
Earnings per share:
Basic	$	0.45	$	0.46
Diluted	$	0.44	$	0.44
Dividends declared per share	$	0.10	$	—

See accompanying notes.

3

Nicholas Financial, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three months ended June 30,
	2012			2011
Cash flows from operating activities
Net income	$	5,373,525		$	5,302,793
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		72,467			72,541
Gain on sale of property and equipment		—			(2,526	)
Provision for credit losses		10,372			79,415
Deferred income taxes		(274,741	)		(173,267	)
Share-based compensation		281,707			57,765
Change in fair value of interest rate swaps		209,101			—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(2,957	)		(185,910	)
Accounts payable and accrued expenses		(348,076	)		(363,634	)
Income taxes receivable/payable		3,598,939			2,876,139
Deferred revenues		18,692			(35,450	)
Net cash provided by operating activities		8,939,029			7,627,866
Cash flows from investing activities
Purchase and origination of finance contracts		(34,792,569	)		(33,436,582	)
Principal payments received		32,533,699			28,833,502
Increase in assets held for resale		(109,500	)		(354,147	)
Purchase of property and equipment		(86,466	)		(138,131	)
Proceeds from sale of property and equipment		—			19,150
Net cash used in investing activities		(2,454,836	)		(5,076,208	)
Cash flows from financing activities
Net repayment from line of credit		(3,000,000	)		(2,000,000	)
Decrease in drafts payable		(112,270	)		(332,644	)
Payment of cash dividends		(1,208,328	)		—
Proceeds from exercise of stock options		51,210			529,826
Excess tax benefits from exercise of stock options and vesting of other share awards		31,525			222,460
Net cash used by financing activities		(4,237,863	)		(1,580,358	)
Net increase in cash		2,246,330			971,300
Cash, beginning of period		2,803,054			2,017,540
Cash, end of period	$	5,049,384		$	2,988,840

See accompanying notes.

4

Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The accompanying condensed consolidated balance sheet as of March 31, 2012, which has been derived from audited financial statements, and the accompanying unaudited interim condensed 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 (“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 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, 2013. It is suggested that these condensed 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, 2012 as filed with the Securities and Exchange Commission on June 14, 2012. The March 31, 2012 condensed consolidated balance sheet included herein has been derived from the March 31, 2012 audited consolidated balance sheet included in the aforementioned Form 10-K.

The preparation of consolidated financial statements in conformity with 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 net realizable value of assets held for resale.

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 is contractually delinquent for 60 days or more or the collateral is repossessed, whichever is earlier.

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 fees charged for processing a loan are recognized as an adjustment to the yield and are amortized over the life of the loan using the interest method.

The Company attributes its entire dealer discount to a reserve for credit losses. 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 paid for the Contract. After the analysis of purchase date accounting is complete, any uncollectable amounts would be contemplated in estimating the allowance for loan losses.

Sales relate principally to telephone support agreements and the sale of business forms to small businesses located primarily in the Southeastern United States. The aforementioned sales of the Nicholas Data Services, Inc. subsidiary, (“NDS”) represent less than 1% of the Company’s consolidated revenues.

5

Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed 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 June 30,
	2012		2011
Numerator for earnings per share – net income	$	5,373,525	$	5,302,793
Denominator:
Denominator for basic earnings per share – weighted average shares		11,940,200		11,651,295
Effect of dilutive securities:
Stock options and other share awards		238,640		314,167
Denominator for diluted earnings per share		12,178,840		11,965,462
Earnings per share:
Basic	$	0.45	$	0.46
Diluted	$	0.44	$	0.44

For the three months ended June 30, 2012 and 2011 potential common stock from stock options totaling 117,000 and 55,000, 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:

	June 30, 2012			March 31, 2012
Finance receivables, gross contract	$	392,707,600		$	388,988,355
Unearned interest		(111,903,123	)		(110,651,966	)
Finance receivables, net of unearned interest		280,804,477			278,336,389
Allowance for credit losses		(36,207,458	)		(35,987,868	)
Finance receivables, net	$	244,597,019		$	242,348,521

The terms of the Contracts range from 12 to 72 months and the Direct Loans range from 6 to 48 months. The Contracts bear a weighted average effective interest rate of 23.44% as of June 30, 2012 and 23.58% as of March 31, 2012.

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 June 30,
	2012			2011
Balance at beginning of period	$	35,495,684		$	35,895,449
Discounts acquired on new volume		3,100,938			3,109,811
Current period provision		(79,218	)		(808	)
Losses absorbed		(3,659,844	)		(3,016,634	)
Recoveries		788,616			562,868
Discounts accreted		(521	)		(16,254	)
Balance at end of period	$	35,645,655		$	36,534,432

6

Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed 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 June 30, 2012, the average model year of vehicles collateralizing the portfolio was a 2005 vehicle. The average loan to value ratio, which expresses the amount of the Contract as a percentage of the average wholesale value of the automobile, is approximately 91%, at the time of purchase. 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 credit quality of the customer, 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. For allowance purposes, the entire amount of discount is related to credit quality and is considered to be part of the credit loss reserve. The Company utilizes a static pool approach to track portfolio performance. A static pool retains an amount equal to 100% of the discount as a reserve for credit losses. Subsequent to the purchase, if the reserve 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 average dealer discount associated with new volume for the three months ended June 30, 2012 and 2011 was 8.28% and 8.51%, respectively.

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

	Three months ended June 31,
	2012			2011
Balance at beginning of period	$	492,184		$	378,418
Current period provision		89,590			80,223
Losses absorbed		(25,092	)		(18,446	)
Recoveries		5,121			7,076
Balance at end of period	$	561,803		$	447,271

Direct Loans are loans 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 the direct consumer 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 June 30, 2012, loans made by the Company pursuant to its Direct Loan program constituted approximately 2% 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.

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

7

Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

4. Finance Receivables (continued)

	June 30, 2012				June 30, 2011
	Contracts		Direct Loans		Contracts		Direct Loans
Non-bankrupt accounts	$	385,187,643	$	7,095,917	$	374,699,934	$	5,151,901
Bankrupt accounts		424,040		—		373,547		—
Total	$	385,611,683	$	7,095,917	$	375,073,481	$	5,151,901
Performing accounts	$	381,589,798	$	7,072,301	$	372,179,788	$	5,134,590
Non-performing accounts		4,021,885		23,616		2,893,693		17,311
Total	$	385,611,683	$	7,095,917	$	375,073,481	$	5,151,901

The following tables present certain information regarding the delinquency rates experienced by the Company with respect to Contracts and under its Direct Loans:

			Delinquencies
Contracts	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
June 30, 2012	$	385,611,683	$	12,745,275		$	3,216,955		$	804,930		$	16,767,160
				3.31	%		0.83	%		0.21	%		4.35	%
June 30, 2011	$	375,073,481	$	9,690,976		$	2,286,127		$	607,566		$	12,584,669
				2.59	%		0.60	%		0.16	%		3.35	%
Direct Loans	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
June 30, 2012	$	7,095,917	$	78,044		$	19,390		$	4,226		$	101,660
				1.10	%		0.27	%		0.06	%		1.43	%
June 30, 2011	$	5,151,901	$	53,069		$	17,219		$	92		$	70,380
				1.03	%		0.33	%		0.00	%		1.36	%

The delinquency percentage for Contracts more than thirty days past due as of June 30, 2012 was 4.35% as compared to 3.35% as of June 30, 2011. The delinquency percentage for Direct Loans more than thirty days past due as of June 30, 2012 was 1.43% as compared to 1.36% as of June 30, 2011.

When the Company receives a payment for a Contract that was contractually delinquent for more than 60 days, the payment is posted to the account. At the time of the payment, the interest that was paid is recorded as income by the Company and the Contract is no longer considered over 60 days contractually delinquent; therefore, the accruing of interest is resumed.

5. Line of Credit

On September 1, 2011, the Company amended their agreement with its consortium of lenders that increased the size of the line of credit facility (the “Line”) from $140,000,000 to $150,000,000. The pricing of the Line, which expires on November 30, 2013, is 300 basis points above 30-day LIBOR (4.00% at June 30, 2012 and March 31, 2012) with a 1% floor on LIBOR. Pledged as collateral for this credit facility are all of the assets of the Company. The outstanding amount of the credit facility was approximately $109,000,000 and $112,000,000 as of June 30, 2012 and March 31, 2012, respectively. The amount available under the line of credit was approximately $41,000,000 and $38,000,000 as of June 30, 2012 and March 31, 2012, respectively.

8

Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

5. Line of Credit (continued)

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 June 30, 2012, the Company was in full compliance with all debt covenants.

6. Interest Rate Swap Agreements

The Company utilizes interest rate swaps agreements to manage exposure to variability in expected cash flows attributable to interst rate risk. The swap agreements, in effect, converted a portion of the floating rate debt to a fixed rate, more closely matching the interest rate characteristics of finance receivables. As of March 31, 2012, the Company did not have any outstanding interest rate swap agreements. The following table summarizes the activity in the notional amounts of interest rate swaps:

	Three months ended June 30,
	2012		2011
Notional amounts at April 1	$	—	$	—
New contracts		25,000,000		—
Matured contracts		—		—
Notional amounts at June 30	$	25,000,000	$	—

On June 1, 2012, the Company entered into an interst rate swap agreement with an effective date of June 13, 2012, a notional amount of $25.0 million, a fixed rate of interest of 1.00% and a maturity date of June 13, 2017. The changes in the fair value of interest of interest rate swaps (unrealized gains and losses) are recorded in earnings. The Company does not use interst rate swaps for speculative purposes. Such instruments continue to be intended for use as ecomonic hedges.

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

	Three months ended June 30,
	2012		2011
Periodic change in fair value of interest rate swaps	$	209,101	$	—
Periodic settlement differentials included in interest expense		15,818		—
Pre-tax loss recognized in income	$	224,919	$	—

The Company recorded realized losses from the swap agreement in the interest expense line item of the consolidated statement of income. The following table summarizes the variable rate received and fixed rate paid under the swap agreement.

	Three months ended June 30,
	2012			2011
Variable rate received		0.24	%		—
Fixed rate paid		1.00	%		—

7. 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.

9

Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

7. Fair Value Disclosures (continued)

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The Company estimates the fair value of interst 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.

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Interest rate swap agreements:
June 30, 2012	$	—	$	209,101	$	—	$	209,101
March 31, 2012	$	—	$	—	$	—	$	—

Financial Instruments Not Measured at Fair Value

The Company’s financial instruments consist of cash, finance receivables and the line of credit. For each of these financial instruments the carrying value approximates fair value. The carrying value of cash approximates the fair value due to the nature of these accounts. 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 indirect finance receivables range from 12 to 72 months. The initial terms of the direct finance receivables 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. The Line was amended within the quarter ended September 30, 2011. 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 June 30, 2012 was estimated to be equal to the book value. The interest rate for the line of credit is a variable rate based on LIBOR pricing options.

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Cash:
June 30, 2012	$	5,049,384	$	—	$	—	$	5,049,384
March 31, 2012	$	2,803,054	$	—	$	—	$	2,803,054
Finance receivables:
June 30, 2012	$	—	$	—	$	244,600,000	$	244,600,000
March 31, 2012	$	—	$	—	$	242,350,000	$	242,350,000
Line of credit
June 30, 2012	$	—	$	109,000,000	$	—	$	109,000,000
March 31, 2012	$	—	$	112,000,000	$	—	$	112,000,000

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.

10

Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

8. Recently Issued Accounting Standards

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. which amends Topic 820 (Fair Value Measurement). ASU No. 2011-04 is intended to provide a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. The amendments in ASU No. 2011-04 include changes regarding how and when the valuation premise of highest and best use applies, the application of premiums and discounts, and new required disclosures. ASU No. 2011-04 is effective for the fiscal 2013 interim and annual periods The adoption of ASU No. 2011-04 on April 1, 2012 did not have a material impact on our consolidated financial statements, but expanded our disclosures related to fair value measurements.

9. Cash Dividend

On May 2, 2012 the Board of Directors declared a quarterly dividend equal to $0.10 per common share, to be paid on June 6^th to shareholders of record as of May 30^th. On August 7, 2012 the Board of Directors declared a quarterly dividend equal to $0.12 per common share, to be paid on September 6^th to shareholders of record as of August 30^th.

10. Subsequent Event

On July 30, 2012, the Company entered into an interst rate swap agreement with an effective date of August 13, 2012, a notional amount of $25.0 million, a fixed rate of interest of 0.87% and a maturity date of August 13, 2017. The changes in the fair value of interest of interest rate swaps (unrealized gains and losses) will be recorded in earnings.

11

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.

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 allocations of dealer discount and 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.

12

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 credit quality of the customer, the wholesale value of the vehicle, and competition in any given market. The automotive dealer accepts these terms by executing a dealer agreement with the Company. For allowance purposes, the Company considers the entire amount of discount to be related to credit quality and is part of the credit loss reserve. The Company utilizes a static pool approach to track portfolio performance. A static pool retains an amount equal to 100% of the discount as a reserve for credit losses.

Subsequent to the purchase, if the reserve for credit losses is determined to be inadequate for a static pool which is not fully liquidated, then an additional charge to income through the provision is used to reestablish adequate reserves. If a static pool is fully liquidated and has any remaining reserves, the excess discounts are immediately recognized into income and the excess provision is immediately reversed during the period. For static pools not fully liquidated that are determined to have excess discounts, such excess amounts are accreted into income over the remaining life of the static pool. For static pools not fully liquidated that are deemed to have excess reserves, such excess 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 increased 2% to approximately $5.4 million for the three-month period ended June 30, 2012 as compared to $5.3 million for the corresponding period ended June 30, 2011. Diluted earnings per share remained flat at $0.44 for the three months ended June 30, 2012 and June 30, 2011.

The revenue increase for the three months ended June 30, 2012 was primarily offset by an increase in operating expenses and the negative effect of the interest rate swap. The increase in operating expenses were mainly attributable to the opening of three new branch locations. In certain pools, net charge offs incurred during the current periods were less than the expected charge-offs previously contemplated in the allowance for loan losses. Accordingly, the amount of additional provision necessary to maintain an adequate allowance to absorb losses in the existing portfolio was less than the provision for the prior periods.

The Company’s software subsidiary, Nicholas Data Services, did not contribute significantly to consolidated operations in the three months ended June 30, 2012 or 2011.

13

	Three months ended June 30,
Portfolio Summary	2012			2011
Average finance receivables, net of unearned interest (1)	$	279,750,283		$	269,138,821
Average indebtedness (2)	$	110,750,000		$	117,500,000
Interest and fee income on finance receivables (3)	$	17,270,088		$	16,623,588
Interest expense		1,192,140			1,228,978
Net interest and fee income on finance receivables	$	16,077,948		$	15,394,610
Weighted average contractual rate (4)		23.81	%		23.88	%
Average cost of borrowed funds (2)		4.31	%		4.18	%
Gross portfolio yield (5)		24.69	%		24.71	%
Interest expense as a percentage of average finance receivables, net of unearned interest		1.70	%		1.83	%
Provision for credit losses as a percentage of average finance receivables, net of unearned interest		0.01	%		0.12	%
Net portfolio yield (5)		22.98	%		22.76	%
Marketing, salaries, employee benefits, depreciation and administrative expenses as a percentage of average finance receivables, net of unearned interest (6)		10.10	%		9.86	%
Pre-tax yield as a percentage of average finance receivables, net of unearned interest (7)		12.88	%		12.90	%
Write-off to liquidation (8)		4.93	%		4.72	%
Net charge-off percentage (9)		4.07	%		3.62	%

Note: All three 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) Interest and fee income on finance receivables does not include revenue generated by Nicholas Data Services, Inc., (“NDS”) the wholly-owned software subsidiary of Nicholas Financial, Inc.

(4) Weighted average contractual rate represents the weighted average annual percentage rate (“APR”) of all Contracts purchased and Direct Loans originated during the period.

(5) 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.

(6) Administrative expenses included in the calculation above are net of administrative expenses associated with NDS which approximated $67,000 and $60,000 during the three-month periods ended June 30, 2012 and 2011, respectively.

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

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

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

14

Three months ended June 30, 2012 compared to three months June 30, 2011

Interest Income and Loan Portfolio

Interest and fee income on finance receivables, predominately finance charge income, increased 4% to approximately $17.3 million for the three-month period ended June 30, 2012 from $16.6 million for the corresponding period ended June 30, 2011. Average finance receivables, net of unearned interest equaled approximately $279.8 million for the three-month period ended June 30, 2012, an increase of 4% from $269.1 million for the corresponding period ended June 30, 2011. 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 new branch locations (see “Contract Procurement” and “Loan Origination” below). The gross finance receivable balance increased 3% to approximately $392.7 million as of June 30, 2012, from $380.2 million as of June 30, 2011. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield remained fairly consistent at 24.69% for the three-month period ended June 30, 2012 compared to 24.71% for the three-month period ended June 30, 2011. The net portfolio yield increased to 22.98% for the corresponding period ended June 30, 2012 from 22.76% for the three-month period ended June 30, 2011. The gross portfolio yield remained relatively flat primarily due to an unchanged weighted APR earned on finance receivables. The net portfolio yield increased primarily due to a decrease in the actual and expected net charge-offs and a decrease in the provision for credit losses which are discussed below under “Analysis of Credit Losses.” The net portfolio yield also increased as a result of the decrease in interest expense as a percentage of average finance receivables, net of unearned interest.

Marketing, Salaries, Employee Benefits, Depreciation, and Administrative Expenses

Marketing, salaries, employee benefits, depreciation and administrative expenses increased to approximately $7.1 million for the three-month period ended June 30, 2012 from approximately $6.7 million for the corresponding period ended June 30, 2011. The increase of 6% was primarily attributable to new branch locations. The Company opened additional branches and increased average headcount to 303 for the three-month period ended June 30, 2012 from 279 for the three-month period ended June 30, 2011. Marketing, salaries, employee benefits, depreciation, and administrative expenses as a percentage of finance receivables, net of unearned interest, increased to 10.10% for the three-month period ended June 30, 2012 from 9.86% for the three-month period ended June 30, 2011.

Interest Expense

Interest expense remained consistent at approximately $1.2 million for the three-month period ended June 30, 2012 and 2011. No interest rate swaps existed during fiscal year 2012. One interest rate swap was entered into during the first quarter ended June 30, 2012. The following table summarizes the Company’s average cost of borrowed funds:

	Three months ended June 30,
	2012			2011
Variable interest under the line of credit facility		0.50	%		0.42	%
Settlements under interest rate swap agreements		0.05	%		0.00	%
Credit spread under the line of credit facility		3.75	%		3.75	%
Average cost of borrowed funds		4.30	%		4.17	%

The Company’s average cost of funds increased due to fees associated with increasing the amount available line of credit and the costs associated with settlements under the interest rate swap agreement during the three months ended June 30, 2012.

The weighted average notional amount of interest rate swaps was $4.9 million at a weighted average fixed rate of 1.00% for the three months ended June 30, 2012. For further discussions regarding the effect of interest rate swap agreements see note 6 – “Interest Rate Swap Agreements”.

15

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-month period ended une 30, 2012 and 2011, less than 2% were for new vehicles.

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

	Three months ended June 30,
State	2012		2011
FL	$	11,073,393	$	11,411,760
GA		3,921,042		4,284,926
NC		3,286,300		3,588,140
SC		656,869		730,071
OH		5,350,511		4,606,340
MI		1,080,268		1,532,522
VA		1,194,789		879,074
IN		1,913,686		1,950,528
KY		2,306,906		2,284,603
MD		378,245		425,642
AL		1,753,764		1,642,341
TN		1,364,078		1,113,543
IL		1,167,098		799,920
MO		1,600,446		1,101,213
KS		184,537		111,817
Total	$	37,231,933	$	36,462,440

	Three months ended June 30,
Contracts	2012			2011
Purchases	$	37,231,933		$	36,462,440
Weighted APR		23.67	%		23.78	%
Average discount		8.28	%		8.51	%
Weighted average term (months)		49			49
Average loan	$	9,918		$	9,879
Number of Contracts		3,754			3,691

Loan Origination

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

	Three months ended June 30,
Direct Loans Originated	2012			2011
Originations	$	2,054,485		$	1,313,766
Weighted APR		26.38	%		26.84	%
Weighted average term (months)		28			25
Average loan	$	3,287		$	2,850
Number of loans		625			461

16

Analysis of Credit Losses

As of June 30, 2012, the Company had 1,284 active static pools. The average pool upon inception consisted of 62 Contracts with aggregate finance receivables, net of unearned interest, of approximately $609,000.

The Company anticipates losses absorbed as a percentage of liquidation will be in the 5%-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 further economic weakness. The longer-term outlook for portfolio performance will depend largely on the competition. Other indicators include the overall economic conditions, the unemployment rate, 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 or terms of Contracts purchased during the three months ended June 30, 2012.

The provision for credit losses decreased to approximately $10,000 from approximately $79,000 for the three months ended June 30, 2012 and 2011, respectively. The Company has experienced favorable variances between projected write-offs and actual write-offs on certain pools which has resulted in an increase in expected future cash flows. Accordingly, the amount of additional provision necessary to maintain an adequate allowance to absorb losses in the existing portfolio was less than the provision in fiscal 2012. As a result, the provision for credit losses was less than write offs during the current periods. The Company’s losses as a percentage of liquidation increased primarily as a result of increased competition in all markets that the Company presently operates in to 4.93% from 4.72% for the three months ended June 30, 2012 and 2011, respectively. The static pools originated during fiscal year 2013, while still performing at acceptable net charge-off levels, have experienced losses higher than static pools originated during fiscal years 2012 and 2011. Consequently, if this trend continues, the Company would expect the provision for credit losses to increase for future static pools. The Company has also experienced reduced losses in part due to an increase 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 June 30, 2012 and 2011 auction proceeds from the sale of repossessed vehicles averaged approximately 57% and 60%, respectively of the related principal balance.

The Company believes delinquency trends over several reporting periods are useful in estimating future losses and overall portfolio performance. The Company also estimates future portfolio performance by considering various factors, the most significant of which are described as follows. The Company analyzes historical static pool performance for each branch location when determining appropriate reserve levels. Additionally, the Company utilizes results from internal branch audits as an indicator of future static pool performance. The Company also considers such things as the current unemployment rate in markets the Company operates in, the percentage of voluntary repossessions as compared to prior periods, the percentage of bankruptcy filings as compared to prior periods and other leading economic indicators. Historically, delinquencies are higher for the December quarter end than other quarterly periods in a fiscal year. The delinquency percentage for Contracts more than thirty days past due as of June 30, 2012 was 4.35% as compared to 3.36% as of June 30, 2011. This incraese is primarily as a result of increased competition in all markets that the Company presently operates in. The delinquency percentage for Direct Loans more than thirty days past due as of June 30, 2012 was 1.43% as compared to 1.37% as of June 30, 2011. See note 4 – “Finance Receivables” for changes in allowance for credit losses, credit quality and delinquencies. Such increases were contemplated in determining the appropriate reserve levels.

Recoveries as a percentage of charge-offs increased to approximately 22.77% for the three months ended June 30, 2012 from approximately 19.76% for the three months ended June 30, 2011. Historically, recoveries as a percentage of charge-off’s fluctuate from period to period, and the Company does not attribute this increase to any particular change in operational strategy or economic event.

In accordance with our policies and procedures, certain borrowers qualify for, and the Company offers, one-month principal payment deferrals on Contracts. For the three months ended June 30, 2012 and June 30, 2011 the Company granted deferrals to approximately 5.90% and 5.89%, respectively, of total Contracts. The number of deferrals is influenced by portfolio performance, general economic conditions and the unemployment rate.

Income Taxes

Driven by increases in operating income, the provision for income taxes increased to approximately $3.4 million for the three months ended June 30, 2012 from approximately $3.3 million for the three months ended June 30, 2011. The Company’s effective tax rate remained consistent decreasing slightly to 38.48% for the three months ended June 30, 2012 from 38.55% for the three months ended June 30, 2011.

17

Liquidity and Capital Resources

The Company’s cash flows are summarized as follows:

	Three months ended June 30,
	2012			2011
Cash provided by (used in):
Operating activities	$	8,939,029		$	7,627,866
Investing activities (primarily purchase of Contracts)		(2,454,836	)		(5,076,208	)
Financing activities		(4,237,863	)		(1,580,358	)
Net increase in cash	$	2,246,330		$	971,300

The Company’s primary use of working capital during the three months ended June 30, 2012 was the funding of the purchase of Contracts which are financed substantially through cash from principal payments received and cash from operations. On September 1, 2011, the Company increased the size of the Line and extended the maturity date to November 30, 2013. The Line is secured by all of the assets of the Company. 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 June 30, 2012, the amount outstanding under the Line was approximately $109.0 million, and the amount available under the Line was approximately $41.0 million.

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 decreased by approximately $3.0 million during the three months ended June 30, 2012. The decrease of the Line is principally related to the fact that cash received from operations exceeded cash needed to fund new contracts. 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 currently in compliance with all of its debt covenants but, during the current economic slowdown, a breach of one or more of these covenants could occur prior to the maturity date of the Line, which is November 30, 2013. The Company’s consortium of lenders could place the Company in default if certain covenants were breached and take one or more of the following actions: increase the Company’s borrowing costs; restrict the Company’s ability to obtain additional borrowings under the Line; accelerate all amounts outstanding under the Line; or enforce its interests against collateral securing the Line. The Company believes its lenders will continue to allow it to operate in the event of a condition of default; however no assurance can be given that this would occur.

May 2, 2012 the Board of Directors declared a quarterly dividend equal to $0.10 per common share, to be paid on June 6^th to shareholders of record as of May 30^th. On August 7, 2012 the Board of Directors declared a quarterly dividend equal to $0.12 per common share, to be paid on September 6^th to shareholders of record as of August 30^th.

18

Contractual Obligations

The following table summarizes the Company’s material obligations as of June 30, 2012.

	Payments Due by Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Operating leases	$	3,126,925	$	1,580,846	$	1,246,604	$	299,476	$	—
Line of credit		109,000,000		—		109,000,000		—		—
Interest on line of credit1		6,825,217		4,817,800		2,007,417		—		—
Total	$	118,952,142	$	6,398,646	$	112,254,021	$	299,476	$	—

¹  Interest on outstanding borrowings under the Line as of June 30, 2012 based on an effective interest rate of 4.42% and the estimated effect of the interest rate swap settlement at June 30, 2012. The effective interest rate used in the above table does not contemplate an impact from the interest rate swap entered subsequently to June 30, 2012 nor does it include the possibility of entering into interest rate swap agreements in the future.

19

Future Expansion

The Company currently operates a total of sixty-three branch locations in fifteen states, including nineteen in Florida; eight in Ohio; six in North Carolina and Georgia; three in Kentucky, Indiana, Missouri and Alabama; two in Virginia, Michigan, 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, fourteen of our branches meet this capacity. The Company continues to evaluate additional markets for future branch locations, and subject to market conditions, would expect to open additional branch locations during fiscal 2013. The Company remains open to acquisitions should an opportunity present itself.

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 swaps for speculative purposes.

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 Senior 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 Senior 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 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, 2012, 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.

20

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: August 9, 2012	/s/ Peter L. Vosotas
	Peter L. Vosotas
	Chairman of the Board, President,
	Chief Executive Officer and Director

Date: August 9, 2012	/s/ Ralph T. Finkenbrink
	Ralph T. Finkenbrink
	Senior Vice President,
	Chief Financial Officer and Director

21

EXHIBIT INDEX

Exhibit No.	Description
10.9	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 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.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

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

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

22

EX-10.9

Exhibit 10.9

	NICHOLAS FINANCIAL, INC.
	Automobile Dealer Retail Agreement

Non-Recourse Dealer Retail Agreement

The undersigned Dealer proposes to sell to the undersigned Nicholas Financial, Inc. (NFI), from time to time, Promissory Notes, Security Agreements, Retail Installment contracts, Conditional Sales Contracts, or other instruments hereinafter referred to as “Contracts”, evidencing installment payment obligations owing Dealer arising from the time sale of motor vehicle(s) and secured by such Contracts. It is understood that NFI shall have the sole discretion to determine which Contracts it will purchase from Dealer.

1. Dealer represents and warrants that Contracts submitted to NFI for purchase shall represent valid, bona fide sales for the respective amount therein set forth in such Contracts and that such Contracts represent sales of motor vehicles owned by the Dealer and are free and clear of all liens and encumbrances.

2. Upon purchase by NFI of any contracts hereunder from dealer, dealer shall endorse and assign to NFI the obligations and all pertinent security, security instruments, along with such provisional endorsements as may be stipulated for such contracts purchased by NFI.

3. This Agreement, and sums payable hereunder, may not be assigned by Dealer without written consent of NFI.

4. Dealer acknowledges that NFI charges an acquisition fee and a $75.00 loan processing charge on all contracts purchased and funded by NFI. The acquisition fee and loan processing charge are taken from Dealer Proceeds and are Non-Refundable. The amount is disclosed on each transaction and is set by Nicholas Financial, Inc.

5. Perfection of Security Interest: For each Contract purchased by NFI, Dealer shall, within 20 days of the date of the Contract or within a lesser time period if required by applicable law, file and record all documents necessary to properly perfect the valid and enforceable first priority security interest of NFI in the Vehicle and shall send NFI all security interest filing receipts. A Contract shall be subject to Repurchase for the life of the Contract if NFI suffers a loss due to the Dealership’s failure to (1) file and record, within 20 days of the date of the Contract or within a lesser time period if required by applicable law, all documents required to properly perfect the valid and enforceable first priority security interest of NFI in the Vehicle; (2) send NFI the filing receipts reflecting said perfection.

6. Indemnity: As a separate and cumulative obligation, Dealer shall defend and hold NFI harmless from any and all claims, defenses, offsets, damages, suits, administrative or other proceedings, cost (including reasonable attorney’s fees), expenses, losses, and liabilities. (Collectively Claims) arising out of connected with or relating to the Contract or the goods or services sold there under. Timing of indemnification is within 7 days of demand by NFI.

7. Add-on Products and Services:

a. Defined. “Add-on Products and Services,” or “APS,” shall mean service contracts, mechanical breakdown contracts, GAP contracts, credit life and credit accident and health insurance. In addition, the term shall include other products and services acceptable to and approved in writing by NFI from time to time.

b. Cancellation of APS. If APS has been sold by the Dealer and financed in a Contract purchased by NFI, Dealer agrees that such APS shall be cancelable upon demand by Buyer. Upon such cancellation, Dealer shall immediately notify NFI that the Buyer has canceled the APS. Upon cancellation, Buyer shall be entitled to a refund of the unearned portion of the cash price of the APS as provided in the APS Contract or as may otherwise be required by law, whichever is greater. As between NFI and Dealer, Dealer agrees to pay to NFI, as appropriate, any refund due to Buyer under the terms of an APS Contract. Dealer’s liability under this Section shall be limited to the amount Dealer collected and retained or otherwise received, directly or indirectly, in connection with the sale of the APS.

8. Privacy: Dealer shall not make any unauthorized disclosure of, or use any personal information of individual consumers which it receives from NFI or on NFI’s behalf other than to carry out the purposes for which such information is received. NFI and Dealer shall comply in all respects with all applicable requirements of Title V of the Gramm-Leach-Bliley Act of 1999 and its implementing regulations.

9. No Provisions hereof may be modified, changed or supplemented, unless both parties agree to the amendment in writing.

Nicholas Financial, Inc.	Dealer:
By:	By:
Date:	Date:

DEALER NAME

1ST CLASS AUTO SALES

1ST CLASS AUTOS

1ST FINANCIAL SERVICES

231 CAR SALES

247 AUTO SALES

31 W AUTO BROKERS INC

4 A AUTO SALES

4042 MOTORS LLC

5 POINTS AUTO MASTERS

60 WEST AUTO SALES LLC

72 WEST MOTORS LLC

81 MOTORS

A & M MOTOR COMPANY INC

A.R.J.’S AUTO SALES, INC

AAA AUTOMOTIVE LLC

AACC AUTO CAR SALES, INC

ABBY’S AUTOS, INC.

ABC AUTOTRADER LLC

ACCURATE MOTORCARS, INC

ACTION AUTO SALES INC

ACTION DIRECT USA

ACTION GM

ACTIVE DUTY AUTO, INC.

ACURA OF ORANGE PARK

ADAMSON FORD LLC

ADRIAN DODGE CHRYSLER JEEP

ADVANCED AUTO BROKERS, INC.

ADVANCED AUTO SALES LLC

ADVANTAGE CHRYSLER PLYM DODGE

ADVANTAGE FORD OF STUART, INC

ADVANTAGE USED CARS

AFFINITY AUTOMOTIVE REPAIRS &

AFFORDABLE AUTOS

AFFORDABLE MOTORS

AFFORDABLE RENTAL SALES

AFFORDABLE USED CARS & TRUCKS

AIR CITY MOTORS

AIRPORT CHRYSLER DODGE JEEP

AJ’S AUTO

AL HENDRICKSON TOYOTA

ALAN JAY TOYOTA

ALFA MOTORS

ALL ABOUT AUTO’S INC

ALL AMERICAN AUTO MART

ALL CREDIT CAR SALES LLC

ALL PRO AUTO GROUP, LLC

ALL SEASONS AUTO SALES

ALL STAR DODGE CHRYSLER JEEP

ALL STAR MOTORS INC

ALLAN VIGIL FORD

ALLEN TURNER AUTOMOTIVE

ALTECH CARS LTD

ALTERNATIVES

AMBAR MOTORS, INC.

DEALER NAME

AMERICAN PUBLIC AUTO AUCTION

AMERIFIRST AUTO CENTER, INC.

AMG COLLECTION, INC.

AMS CARS

ANDERSON AUTOMOTIVE GROUP INC

ANDY CHEVROLET COMPANY

ANDY MOHR BUICK PONTIAC GMC

ANDY MOHR CHEVROLET, INC.

ANDY MOHR FORD, INC.

ANDY MOHR NISSAN, INC.

ANDY MOHR TOYOTA

ANSWER ONE MOTORS

ANTHONY PONTIAC GMC BUICK INC

ANTWERPEN CHRYSLER JEEP

ANTWERPEN NISSAN, INC.

ANY CREDIT AUTO SALES LLC

APPROVAL AUTO CREDIT INC.

AR MOTORSPORTS INC

ARB WHOLESALE CARS INC

ARC AUTO LLC

ARCADIA CHEVROLET

ARCH ABRAHAM NISSAN LTD

ARES FINANCIAL SERVICES LLC

ARLINGTON TOYOTA INC.

ASHEBORO NISSAN, INC

ASHLEY RIDGE AUTO LLC

ASTRO LINCOLN MERCURY, INC.

ATCHINSON FORD SALES

ATHENS AUTO SALES

ATL AUTOS .COM

ATLANTA BEST USED CARS LLC

ATLANTA LUXURY MOTORS

ATLANTA LUXURY MOTORS INC

ATLANTA SPORTS & IMPORTS

ATLANTIC COAST AUTOS

ATLANTIS RENT A CAR AND

AUCTION DIRECT AUTO WHOLESALE

AUCTION DIRECT USA

AUTO ADVANTAGE AUTO SALES LLC

AUTO AMERICA

AUTO BANK, INC.

AUTO BRITE AUTO SALES

AUTO CITY

AUTO CLUB OF MIAMI

AUTO COUNTRY LLC

AUTO DEPOT LLC

AUTO DIRECT

AUTO DIRECT COLUMBUS OH

AUTO DIRECT PRE-OWNED

AUTO EXPECTATIONS LLC

AUTO HAUS

AUTO HOUSE OF SALISBURY INC

AUTO LINE, INC.

AUTO MARKET, INC.

DEALER NAME

AUTO MART, INC.

AUTO MAX

AUTO PARK CORPORATION

AUTO PLAZA

AUTO PLAZA FORD

AUTO PLAZA USA

AUTO PLEX OF ST LOUIS

AUTO PLUS OF SMITHVILLE LLC

AUTO POINT USED CAR SALES

AUTO PROFESSIONAL CAR SALES

AUTO RANCH INC

AUTO RITE, INC

AUTO SEARCH ONE INC

AUTO SELECT

AUTO SPORT, INC.

AUTO SPOT ORLANDO

AUTO TECH LLC

AUTO TECH SERVICE CENTER

AUTO WISE AUTO SALES

AUTO WISE OF SHELBYVILLE

AUTO WORLD

AUTODRIVE, LLC

AUTOHOUSE, US

AUTOMAX

AUTOMAX AUTO SALES INC

AUTOMOTIVE ALTERNATIVE, LLC

AUTOMOTIVE CONNECTION

AUTOPLEX IMPORT

AUTOPLEX, LLC

AUTOQUICK, INC.

AUTORAMA PREOWNED CARS

AUTOS DIRECT INC

AUTOVILLE, USA

AUTOWAY FORD OF BRADENTON

AUTOWAY FORD OF ST PETE

AUTOWAY HONDA ISUZU

AUTOWISE LLC

AUTOWORLD USA

AVIN ENTERPRISES, INC,

AXELROD PONTIAC

B & B TRUCK CORRAL

B & W MOTORS

BACHMAN AUTO GROUP, INC.

BAKARS INC

BALDWIN AUTOMOTIVE LLC

BALLAS BUICK GMC

BALTIMORE WASHINGTON AUTO

BANK AUTO SALES

BARBERSHOP IMPORTS

BARBIES AUTOS CORPORATION

BARGAIN SPOT CENTER

BARRETT & SONS USED CARS

BARTOW FORD COMPANY

BARTS CAR STORE INC

DEALER NAME

BASELINE AUTO SALES, INC.

BASIC AUTO SALES

BAY PINES AUTO SALES

BEASLEY-CROSS PRE OWNED INC

BECK CHRYSLER, PONTIAC, DODGE,

BEDFORD AUTO WHOLESALE

BEDFORD FORD LINCOLN MERCURY

BEDFORD NISSAN INC

BELL’S AUTO SALES

BEN DAVIS CHEVROLET OLDSMOBILE

BEN MYNATT NISSAN

BEREA AUTO MALL

BERGER CHEVROLET

BERMANS AUTOMOTIVE, INC.

BESSEMER AL AUTOMOTIVE LLC

BEST AUTO INC

BEST BUY AUTO SALES INC

BEST BUY AUTOS OF GULF BREEZE

BEST BUY MOTORS

BEST DEAL AUTO SALES

BEST DEAL AUTO SALES INC

BEST DEALS ON WHEELS AUTO

BICKEL BROTHERS AUTO SALES INC

BIG A’S AUTO SALES

BIG BLUE AUTOS, LLC

BIG BOYS TOYS FLORIDA LLC

BIG JOHNS CARZ AN TRUCKS

BIG O DODGE OF GREENVILLE, INC

BIGELOW AUTO CENTER

BILL BLACK CHEVROLET,

BILL BRANCH CHEVROLET

BILL BRYAN CHRYSLER DODGE JEEP

BILL BUCK CHEVROLET, INC

BILL ESTES CHEVROLET

BILL MARINE FORD INC

BILL ROBERTS THUNDER ROAD

BILL THOMPSON’S AUTO AGENCY LL

BILLS & SON AUTO SALES INC

BILLS AUTO SALES & LEASING,LTD

BILLY RAY TAYLOR AUTO SALES

BILTMORE MOTOR CORP.

BIRMINGHAM WHOLESALE AUTO LLC

BLACKWELL MOTORS INC

BLOOMINGTON AUTO CENTER

BLOSSOM CHEVROLET, INC.

BLUE BOOK CARS

BLUE PARROT AUTO SALES LLC

BOB BELL CHEV NISSAN, INC.

BOB BELL FORD

BOB CALDWELL DODGE COUNTRY INC

BOB DANCE HYUNDAI

BOB DANCE KIA

BOB DANIELS BUICK

BOB KING MITSUBISHI

DEALER NAME

BOB MAXEY LINCOLN-MERCURY

BOB MONTGOMERY CHEVROLET, INC.

BOB PFORTE MOTORS

BOB ROHRMAN’S INDY SUZUKI

BOB STEELE CHEVROLET INC.

BOBB SUZUKI

BOBBY LAYMAN CHEVROLET, INC.

BOBBY MURRAY TOYOTA

BOBBY WOOD CHEVROLET

BOOMERS TRUCKS & SUVS LLC

BORCHERDING ENTERPRISE, INC

BOWDEN MOTORS INC

BOYD’S AUTO SALES

BRADENTON AUTO DIRECT

BRADLEY CHEVROLET, INC.

BRAD’S USED CARS

BRAMLETT PONTIAC INC

BRANDON HONDA

BRANDON MITSUBISHI

BRANDT AUTO BROKERS

BRANIS MOTORS, INC

BRANNON HONDA

BRECKENRIDGE MOTORS EAST LLC

BREMEN MOTORS

BROADWAY AUTO SALES & SERVICE

BRONDES FORD, INC

BROTHER’S AUTO SALES

BRYANT USED CARS

BUCKEYE FORD LINCOLN MERC OF O

BUCKEYE FORD MERCURY, INC.

BUCKEYE NISSAN, INC.

BUDDY STASNEY’S BUICK PONTIAC

BUDS AUTO SALES

BUGS TOY STORE

BURCHETT FORD LINCOLN MERCURY

BURNS CHEVROLET, INC

BUSH AUTO PLACE

BUTLER MOTOR CO. INC

BUY HERE AUTOS

BUY RIGHT AUTO SALES INC

BUY RIGHT AUTOS INC

BUY RITE MOTORS LLC

BUZZ KARZ LLC

BYERLY FORD-NISSAN, INC

BYERS DELAWARE

C & C MOTORS

C & F IMPORTS INC

C.W. MOTORS INC

CADILLAC SAAB OF ORANGE PARK

CALDERONE CAR AND TRUCK

CALVARY CARS & SERVICE, INC

CAMPBELL MOTORS, INC.

CAPEHARTS WHOLESALE

CAPITAL AUTO BROKERS

DEALER NAME

CAPITAL AUTOMOTIVE SALES

CAPITAL CITY IMPORTS

CAPITAL MOTORS

CAPITOL AUTO

CAR CENTRAL

CAR COLLECTION INC

CAR COLLECTION OF TAMPA INC.

CAR COLLECTION, INC.

CAR CONNECTION

CAR CREDIT INC

CAR DEALZ

CAR FINDERS, LLC

CAR MARKET LLC

CAR ONLINE LLC

CAR SOURCE, LLC.

CAR STAR

CAR STORE

CAR TOWN KIA USA

CAR VENUE LLC

CAR ZONE

CAREY PAUL HONDA

CARL GREGORY CHRYSLER-DODGE-

CARMART LLC

CARMASTERS OF ARLINGTON

CARMEAN AUTO GROUP LLC

CAROLINA AUTO EXCHANGE

CAROLINA HYUNDAI OF FORT MILL

CAROLINA MOTORCARS

CAROLINA NISSAN INC.

CARPORT SALES & LEASING, INC.

CARRIAGE KIA

CARRIAGE MITSUBISHI

CARRIAGE NISSAN

CARROLLTON MOTORS

CARS & CREDIT OF FLORIDA

CARS & TRUCKS

CARS 4 U

CARS AND CARS, INC.

CARS OF SARASOTA LLC

CARS TO GO AUTO SALES AND

CARSMART

CARSMART, INC.

CARTER & ANDERSON MOTORSPORTS

CARZ, INC.

CASCADE AUTO GROUP, LTD

CASH AUTO SALES LLC

CASTLE USED CARS

CASTRIOTA CHEVROLET GEO INC.

CAVALIER AUTO SALES INC

CAVIAR DREAMS LLC

CBS QUALITY CARS, INC.

CENTERVILLE AUTO MART

CENTRAL 1 AUTO BROKERS

CENTRAL PONTIAC INC.

DEALER NAME

CENTRAL RALEIGH AUTO SALES

CENTURY BUICK

CENTURY SALES INC

CHAMPION AUTO FINANCE

CHAMPION BUICK GMC INC

CHAMPION CHEVROLET INC

CHAMPION CHRYSLER JEEP DODGE

CHAMPION OF DECATUR, INC.

CHAMPION PREFERRED AUTOMOTIVE

CHARLES BARKER PREOWNED OUTLET

CHESTATEE FORD INC

CHEVROLET BUICK OF QUINCY INC.

CHRIS LEITH CHEVROLET

CHRIS LEITH DODGE

CHRIS MYERS PONTIAC, GMC, INC

CHRIS SPEARS PRESTIGE AUTO

CHRYSLER JEEP OF DAYTON

CHUCK CLANCY DODGE CHRYSLER

CHUCK REYNOLDS CAR COMPANY INC

CINCINNATI USED AUTO SALES

CINCY IMPORTS

CIRCLE CITY ENTERPRISES, INC.

CITY AUTO BROKERS

CITY AUTO SALES

CITY CHEVROLET

CITY HYUNDAI

CITY KIA

CITY MITSUBISHI

CITY TO CITY AUTO SALES, LLC

CITY VIEW AUTO SALES

CJ’S AUTO STORE

CLASSIC BUICK OLDSMOBILE

CLASSIC CHEVROLET BMW

CLASSIC FORD

CLASSIC FORD LINCOLN MERCURY

CLASSIC MAZDA

CLASSIC NISSAN OF

CLASSIC TOYOTA

CLASSY CYCLES

CLEARWATER CARS INC

CLEARWATER TOYOTA

CLINTON FAMILY FORD

CLOVERHILL MOTORS

COAST TO COAST AUTO SALES

COASTAL AUTO GROUP INC. DBA

COASTAL AUTOMOTIVE INC

COASTAL CHEVROLET, INC.

COCONUT CREEK HYUNDAI

COGGIN HONDA

COGGIN NISSAN AT THE AVENUES

COLONIAL KIA

COLONIAL PONTIAC

COLUMBUS AUTO RESALE, INC

COMBS AUTO SALES

DEALER NAME

COMPASS AUTO DEALER LLC

CONEXION AUTO SALES

CONWAY HEATON INC

COPPUS MOTORS - CHRYSLER,JEEP

CORAL PALM AUTO SALES

CORAL SPRINGS OLDSMOBILE, INC

CORAL WAY AUTO SALES INC

CORLEW CHEVROLET CADILLAC OLDM

COUCH MOTORS LLC

COUGHLIN AUTOMOTIVE OF

COUGHLIN AUTOMOTIVE- PATASKALA

COUGHLIN CHEVROLET OF

COUGHLIN FORD OF CIRCLEVILLE

COUGHLIN LONDON AUTO INC

COUNTRY HILL MOTORS INC

COUNTRYSIDE FORD OF CLEARWATER

COURTESY CHRYSLER JEEP DODGE

COURTESY FORD

COURTESY NISSAN

COX AUTO SALES, LLC

COX CHEVROLET INC

CRAIG & BISHOP, INC.

CRAIG & LANDRETH INC

CRAMER HONDA OF VENICE

CRAMER TOYOTA OF VENICE

CREDIT AUTO SALES INC

CREDIT CARS SALES

CREDIT UNION REMARKETING

CRESCENT FORD, INC

CRESTMONT CADILLAC

CRESTMONT HYUNDAI, LLC

CRM MOTORS, INC.

CRONIC CHEVROLET, OLDSMOBILE-

CROSS AUTOMOTIVE

CROSSROADS AUTO SALES INC

CROSSWALK AUTO

CROWN AUTO DEALERSHIPS INC.

CROWN CHRYSLER JEEP, INC.

CROWN HONDA

CROWN KIA

CROWN NISSAN

CRUISER AUTO SALES

CSA IMPORTS LLC DBA COGGIN

CURRIE MOTORS DRIVERS EDGE

CURRY HONDA

D & D MOTORS, INC.

DAN CUMMINS CHV BUICK PONTIAC

DAN TOBIN PONTIAC BUICK GMC

DAN TUCKER AUTO SALES

DAN’S AUTO SALES, INC

DARCARS WESTSIDE PRE-OWNED

DAVE GILL PONTIAC GMC

DAVE SINCLAIR LINCOLN

DAVID SMITH AUTOLAND, INC.

DEALER NAME

DAVID’S CARS

DAYS AUTO SALES INC

DAY’S AUTO SALES, LLC

DAY’S CHEVROLET

DAYTON ANDREWS DODGE

DAYTON ANDREWS INC.

DAYTONA DODGE

DEACON JONES AUTO PARK

DEALS ON WHEELS

DEALS ON WHEELS AUTO MART

DEALS ON WHEELS, INC.

DEALZ AUTO TRADE

DEAN SELLERS, INC.

DECENT RIDE.COM

DEECO’S AUTO SALES INC

DEER FORD

DEGEAR & ASSOC INC

DELRAY IMPORTS, INC

DENNIS AUTO POINT

DETROIT II AUTO FINANCE

DETROIT II AUTOMOBILES, INC

DEWEY BARBER CHEVROLET

DIANE SAUER CHEVROLET, INC.

DICK MASHETER FORD, INC.

DICK SCOTT NISSAN, INC.

DICK SMITH MUTSUBISHI

DIMMITT CHEVROLET

DIRECT AUTO BROKERS INC

DIRECT AUTO EXCHANGE, LLC

DIRECT SALES & LEASING

DISCOUNT AUTO BROKERS

DISCOUNT AUTO SALES

DISCOVERY AUTO SALES

DIVINE AUTO SALES

DIXIE IMPORT INC

DIXIE WAY MOTORS INC

DNH AUTO

DOJ AUTO DEALERSHIP

DOLLARS PLUS CAR II

DOMESTIC ACQUISITIONS

DON BROWN CHEVROLET, INC.

DON HINDS FORD, INC.

DON JACKSON CHRYSLER DODGE

DON JACKSON IMPORTS CARS INC

DON JENKINS CAROLINA FORD

DON MOORE CHEVROLET CADILLAC

DON REID FORD INC.

DON SEELYE DAEWOO

DON SITTS AUTO SALES INC

DONS AUTOMOTIVE GROUP LLC

DORAL CARS OUTLET

DORAL LINCOLN MERCURY LLC

DOTSON BROS CHRYS DODGE PLYM

DOWN HOME MOTORS LLC

DEALER NAME

DOWNEY & WALLACE AUTO SALES

DOWNTOWN FORD LINCOLN

DOWNTOWN MOTORS

DRAKE MOTOR COMPANY

DREAMS AUTO SALES

DRIVE NOW AUTO SALES

DRIVE SOURCE

DRIVER SEAT AUTO SALES LLC

DRIVERIGHT AUTO SALES, INC.

DRIVEWAYCARS.COM

DRY RIDGE TOYOTA

DUBLIN CADILLAC NISSAN GMC

DUGAN CHEVROLET PONTIAC

DUKE IMPORTS, INC.

DUNN CHEVROLET OLDS INC.

DUVAL ACURA

DUVAL MAZDA AT THE AVENUES

E & R AUTO SALES INC

E AUTOMOTIVE INTERNATIONAL LLC

EAGLE AUTO STORE INC

EAGLE ONE AUTO SALES

EARL TINDOL FORD, INC.

EAST ANDERSON AUTO SALES

EAST CHARLOTTE NISSAN

EAST COAST SPORTS AND IMPORTS

ECONOMIC AUTO SALES INC

ECONOMY RENT A CAR & SALES INC

ED NAPLETON OAK LAWN IMPORTS

ED SCHMID FORD INC

ED SCHMIDT AUTOMOTIVE GROUP

ED TILLMAN AUTO SALES

ED TOMKO CHRYSLER JEEP DODGE

ED VOYLES HONDA

ED VOYLES HYUNDAI

EDDIE AUTO BROKERS

EDDIE CRAIGS EXPRESS

EDGE MOTORS

EDMORSE HONDA

EDWARDS CHEVROLET CO

EJ’S AUTO WORLD, INC.

EJ’S QUALITY AUTO SALES, INC.

ELAM’S AUTO SALES

ELITE AUTO GROUP

ELITE AUTO SERVICES LLC

ELITE CAR CONNECTION INC

ELITE CAR OUTLET INC

ELITE CAR SALES WEST INC

ELITE JEEPS INC

ELITE MOTORCARS

ELITE MOTORS INC

ELYRIA FORD

EMPIRE AUTOMOTIVE GROUP

ENCORE MOTORCARS OF SARASOTA

ENGLISH CARRIAGE

DEALER NAME

ENON AUTO SALES

ENTERPRISE

ENTERPRISE CAR SALES

ENTERPRISE CAR SALES

ENTERPRISE CAR SALES

ENTERPRISE CAR SALES

ENTERPRISE LEASING CO. OF ORL.

ENTERPRISE LEASING COMPANY

ENTERPRISE LEASING COMPANY

EQUALITY AUTO BROKERS INC

ERNEST MOTORS, INC.

ERNIE PATTI AUTO LEASING &

EVEREST AUTOMOTIVE GROUP, INC

EVERYDAY AUTO SALES

EVOLUTION AUTO SALES LLC

EXCLUSIVE CARZ AND AUTO

EXCLUSIVE MOTORCARS LLC

EXECUTIVE AUTO SALES

EXPRESS AUTO SALES

EXTREME AUTO LLC

EXTREME DODGE DODGE TRUCK

EXTREME IMPORTS

EZ AUTO & TRUCK PLAZA II INC

FACTORY DIRECT AUTO

FAIRLANE FORD SALES, INC.

FAIRWAY FORD

FALLS CAR COLLECTION

FAMILY SALES LLC

FANELLIS AUTO

FANNIN LINC, MERC, TOY,

FANTASY AUTOMOTIVES

FARM & RANCH AUTO SALES INC.

FBC AUTOMOTIVE LTD

FENWICK MOTORS

FERMAN CHEVROLET

FIAT OF SOUTH ATLANTA

FIERGE BROS AUTO SALES

FIRKINS C.P.J.S.

FIRKINS NISSAN

FIRST CHOICE AUTO

FIRST CHOICE AUTOMOTIVE INC

FIRST STOP AUTO SALES

FITZGERALD MOTORS, INC.

FIVE STAR CAR SALES, INC.

FIVE STAR CHEVROLET CADILLAC

FLAMMER FORD OF SPRINGHILL

FLEET STREET REMARKETING

FLORENCE AUTO MART INC

FLORIDA AUTO CONNECTION LLC

FLORIDA AUTO EXCHANGE

FLORIDA CARS OF TAMPA BAY INC

FLORIDA GULF COAST, LLC

FLORIDA SELECT PREOWNED

FLOW HONDA

DEALER NAME

FLOWERS AUTOMOTIVE LLC

FLOWERS HONDA

FOLGER AUTOMOTIVE, LLC

FORD MIDWAY MALL, INC.

FORD OF MURFREESBORO

FOREIGN CARS ITALIA OF

FORT MYERS TOYOTA INC.

FORT WAYNE CREDIT CONNECTION I

FORT WAYNE NISSAN INFINITI

FORT WAYNE TOYOTA/LEXUS OF

FOUNTAIN AUTO MALL

FOX AUTO SALES

FRANK LETA AUTOMOTIVE OUTLET

FRANK MYERS AUTO SALES, INC

FRANKIES AUTO SALES

FRANKLIN FAMILY CHEVY BUICK GM

FREEDOM DODGE CHRYSLER JEEP

FREEDOM FORD, INC.

FRIDAY’S AUTO SALES, INC.

FRIENDLY FINANCE AUTO SALES

FRIENDLY KIA & ISUZU

FRITZ ASSOCIATES

FRONTLINE AUTO SALES

FUCCILLO KIA OF CAPE CORAL

FULTONDALE AUTO SALES

FUTURE AUTOMOTIVE LLC

G & M MOTORS

GAINESVILLE DODGE

GALEANA CHRYSLER PLYMOUTH

GANLEY BEDFORD IMPORTS INC

GANLEY CHEVROLET, INC

GANLEY CHRYSLER JEEP DODGE INC

GANLEY EAST, INC

GANLEY LINCOLN MERCURY

GANLEY, INC

GARLAND NISSAN LLC

GARY MATHEWS CHRYSLER DODGE

GARY YEOMANS FORD

GASTONIA NISSAN, INC

GATES CHEV PONT GMC BUICK

GATES NISSAN, LLC

GATEWAY MOTORS OF TAMPA

GATOR CHRYSLER-PLYMOUTH, INC.

GATORLAND KIA

GENE GORMAN & ASSOC. INC. DBA

GEN-X CORP

GEOFF ROGERS AUTOPLEX

GEORGES ENTERPRISES, INC.

GEORGIA AUTO BROKERS

GEORGIA MOTORS

GERMAIN FORD

GERMAIN HONDA

GERMAIN OF SARASOTA

GERMAIN TOYOTA

DEALER NAME

GERRY WOOD HONDA

GETTEL NISSAN INC

GLADDING CHEVROLET, INC.

GLENBROOK DODGE, INC.

GLOBAL WHOLESALE MOTOR CO, INC

GOLDEN OLDIES

GOOD MOTOR COMPANY

GOOD MOTOR COMPANY LLC

GOOD SAM MOTORS INC

GOODMAN CHEV OLDS CAD NISSAN

GORDON CHEVROLET, INC.

GRANT MOTORS CORP.

GREAT BRIDGE AUTO SALES

GREAT INVESTMENT MOTORS

GREAT LAKES CHEVROLET BUICK

GREAT LAKES HYUNDAI, INC.

GREEN FORD, INC

GREENBRIER DODGE OF CHES, INC.

GREENE FORD COMPANY

GREENLIGHT MOTORS, LLC

GREEN’S TOYOTA

GREENWAY FORD, INC

GREG SWEET CHEVY BUICK OLDS

GREG SWEET FORD INC

GRIFFIN FORD SALES, INC.

GRIFFIN MOTOR CO, INC

GROGANS TOWNE CHRYSLER

GROTE AUTOMOTIVE INC

GROUPCAR LLC

GROVER & SONS MOTOR SALES LLC

GSA AUTO SALES

GTR MOTORS

GULF ATLANTIC WHOLESALE INC

GULF COAST AUTO BROKERS, INC.

GUS MACHADO FORD, INC.

GWINNETT PLACE NISSAN

GWINNETT SUZUKI

H & H AUTO SALES

H E MCGONIGAL INC

HAASZ AUTO MALL, LLC

HAIMS MOTORS INC

HALEY FORD

HALEY TOYOTA OF RICHMOND

HALLEEN KIA

HALO AUTOSPORTS

HAPPY AUTO MART

HARBOR CITY AUTO SALES, INC.

HARDIE’S USED CARS, LLC

HARDY CHEVROLET

HAROLD CHEVROLET BUICK, INC.

HARPER AUTO SALE, LLC

HATCHER’S AUTO SALES

HAWK FORD OF OAK LAWN

HAWKINSON NISSAN LLC

DEALER NAME

HAWLEY MOTOR SALES, INC

HAYDOCY PONTIAC-GMC TRUCK INC

HEATH MOTORSPORTS

HEATHS TOYS AUTO SALES

HEBRON AUTO SALES

HELLER CAR COMPANY, INC

HENDRICK CHRYSLER JEEP

HENDRICK HONDA

HENDRICK HONDA

HENNESSY MAZDA PONTIAC

HENNESSY MAZDA PONTIAC GMC

HERB ADCOX CHEVROLET COMPANY

HERITAGE CADILLAC-OLDS, INC.

HIBDON MOTOR SALES

HICKS MOTORS LLC

HIDY MOTORS INC/DBA HIDY HONDA

HIESTER PREOWNED CLEARANCE CTR

HIGHLINE IMPORTS, INC.

HILL NISSAN INC

HILLMAN MOTORS, INC.

HILTON HEAD MITSUBISHI

HOGSTEN AUTO WHOLESALE

HOLLYWOOD IMPORTS

HOLLYWOOD MOTOR CO #3

HOMETOWN AUTO MART, INC

HOMETOWN AUTO, INC.

HONDA CARS OF BRADENTON

HONDA CARS OF ROCK HILL

HONDA EAST

HONDA OF FORT MYERS

HONDA OF FRONTONAC

HONDA OF GAINESVILLE

HONDA OF MENTOR

HONDA OF OCALA

HONDA OF THE AVENUES

HONDA OF TIFFANY SPRINGS

HOOVER AUTOMOTIVE LLC

HOOVER CHRYSLER JEEP OF SAVANN

HOOVER CHRYSLER PLYMOUTH DODGE

HOOVER MITSUBISHI CHARLESTON

HT MOTORS INC

HUBER AUTOMOTIVE

HUBERT VESTER TOYOTA SCION

HUBLER AUTO CENTER, INC.

HUBLER MAZDA SOUTH

HUBLER NISSAN, INC.

HWY 150 BUYERS WAY, INC.

HYUNDAI OF BRADENTON

HYUNDAI OF LOUISVILLE

I 95 TOYOTA & SCION

IDEAL USED CARS INC

IGNITE AUTOMOTIVE

IMAGINE CARS

IMMACULATE AUTO

DEALER NAME

IMPORT MOTORSPORT, INC

IMPORT’S LTD

INDIANAPOLIS CAR EXCHANGE

INDY MOTOR MARKET

INDY’S UNLIMITED MOTORS

INFINITI OF BEDFORD

INFINITI OF COLUMBUS, LLC

INTEGRITY AUTO SALES, INC.

INTERNATIONAL AUTO SALES

INTERNATIONAL AUTO WHOLESALERS

INTERSTATE AUTO SALES

INTERSTATE MOTORS INC

IVAN LEONARD CHEVROLET

J & C AUTO SALES

J & M AFFORDABLE AUTO, INC.

J & W AUTO

J. FRANLKIN AUTO SALES INC

JACK DEMMER FORD, INC.

JACK MAXTON CHEVROLET INC

JACKIE MURPHY’S USED CARS

JACK’S USED CARS

JAKE SWEENEY CHEVROLET, INC

JAKE SWEENEY MAZDA WEST

JAKE SWEENEY SMARTMART INC

JAKMAX

JARRARD PRE-OWNED VEHICLES

JARRETT FORD HAINES CITY

JARRETT FORD OF PLANT CITY

JASON HATFIELD AUTOMOTIVE

JASON ROSS AUTO SALES LLC

JAY HONDA

JAY PONIIAC BUICK

JAY’S USED CARS, LLC.

JAZ AUTOMOTIVE G LLC

JAZCARS, INC.

JB’S AUTO SALES OF PASCO, INC.

JC AUTOMAX

JC LEWIS FORD, LLC

JCN INC AUTO SALES

JEFF MORRIS AUTO BROKERS LLC

JEFF SCHMITT AUTO GROUP

JEFF WYLEF CHEVROLET OF

JEFF WYLER ALEXANDRIA, INC.115

JEFF WYLER CHEVROLET, INC

JEFF WYLER SPRINGFIELD, INC

JEFFERSON CHEVROLET CO.

JEFFREYS AUTO EXCHANGE

JEFF’S AUTO WHOLESALE

JENKINS ACURA

JENKINS CHRYSLER DODGE JEEP

JENKINS HYUNDAI

JENKINS MAZDA

JENKINS NISSAN, INC.

JENKINS PRE-OWNED AUTO SALES

DEALER NAME

JEREMY FRANKLINS SUZUKI OF KAN

JERRY BIGGERS CHEVROLET INC

JERRY ULM DODGE INC.

JERRY WILSON’S MOTOR CARS

JERRYS CHEVROLET

JIM BISHOP TOYOTA

JIM BURKE NISSAN

JIM KIRBY AUTOMOTIVE

JIM PREUITT FORD INC

JIM SKINNER FORD INC

JIM WHITE HONDA

JIM WOODS AUTOMOTIVE, INC.

JIMMIE VICKERS INC.

JKB AUTO SALES

JOE FIRMENT CHEVROLET

JOEY D’S AUTO OUTLET

JOHN BLEAKLEY FORD

JOHN CARPENTER FORD INC

JOHN FINGER MAZDA

JOHN HIESTER CHEVROLET

JOHN HIESTER CHRYSLER DODGE

JOHN HINDERER HONDA

JOHN JENKINS, INC.

JOHN M. LANCE FORD LLC

JOHNSON AUTOPLEX

JOSEPH MOTORS

JOSEPH TOYOTA INC.

JPL AUTO EMPIRE

JR’S CAR

JULIANS AUTO SHOWCASE, INC.

JUST DRIVE OF VIRGINIA

JUST-IN-TIME AUTO SALES INC

JW AUTO & TRUCK SALES, INC.

K & B FINANCIAL SERVICES INC

K & M SUZUKI

K T AUTO SALES LLC

KACHAR’S USED CARS, INC.

KAISER PONTIAC BUICK GMC

KAR AUTO SALES LLC

KAR SMART

KARL FLAMMER FORD

KARLEES AUTO INC

KASPER CHRYSLER DODGE JEEP

KEFFER HYUNDAI

KEFFER PRE-OWNED SOUTH

KEITH HAWTHORNE FORD OF

KEITH HAWTHORNE HYUNDAI

KEITH HAWTHORNE HYUNDAI, LLC

KEITH PIERSON TOYOTA

KELLY CADILLAC SAAB HUMMER GMC

KEN GANLEY NISSAN INC

KENNYS AUTO SALES, INC

KEN’S AUTOS

KENS KARS

DEALER NAME

KERRY NISSAN, INC.

KEY CHRYLSER PLYMOUTH INC

KIA ATLANTA SOUTH

KIA AUTO SPORT

KIA COUNTRY OF SAVANNAH

KIA MALL OF GEORGIA

KIA OF BEFORD

KIA OF CONYERS

KING SUZUKI OF HICORY LLC

KINGDOM MOTOR CARS

KING’S COLONIAL FORD

KINGS FORD, INC

KINGS HONDA

KING’S NISSAN

KINGS OF QUALITY AUTO SALES

KISSELBACK FORD

KNE MOTORS, INC.

KNH WHOLESALE

KO MOTORS

KOE-MAK CORP

KR MOTORS LLC

KUHN HONDA VOLKSWAGON

L & M MOTORS, LLC

LA AUTO STAR, INC.

LAFONTAINE AUTO GROUP

LAGRANGE MOTORS

LAKE KEOWEE CHRYSLER DODGE LLC

LAKE NISSAN SALES, INC.

LAKE NORMAN HYUNDAI

LAKE PLACID MOTOR CAR, INC

LAKELAND CHRYSLER PLYMOUTH, INC

LAKESIDE AUTO SALES, INC.

LAKEWOOD AUTOSALES INC

LALLY ORANGE BUICK PONTIAC GMC

LANCASTER AUTOMOTIVE

LANCASTER MOTOR CO.

LANDERS MCLARTY CHEVROLET

LANDERS MCLARTY SUBARU

LANDMARK CDJ OF MONROE, LLC

LANGDALE HONDA KIA OF

LANIGAN’S AUTO SALES

LARRY JAY IMPORTS, INC

LARRY’S USED CARS

LEBANON FORD LINCOLN

LEE A. FOLGERS, INC.

LEE KIA

LEE’S AUTO SALES, INC

LEES SUMMIT DODGE CHRYSLER JEE

LEGACY TOYOTA

LEGRANGE TOYOTA INC

LENDER SERVICES INC

LEON MARTIN MOTOR COMPANY

LEXUS OF ORANGE PARK

LIBERTY AUTO OUTLET INC

DEALER NAME

LIBERTY FORD LINCOLN MERC INC

LIBERTY FORD SOUTHWEST, INC

LIBERTY PONTIAC GMC TRUCK, INC

LIBRA AUTO

LIGHTHOUSE AUTO SALES

LIGHTHOUSE TOYOTA

LIGHTNING MOTORS LLC

LIMA AUTO MALL, INC.

LIMBAUGH TOYOTA, INC.

LINDSAY ACURA

LIPTON TOYOTA

LITTLE RIVER TRADING CO OF

LMN AUTO INC

LOCKHART HUMMER, INC.

LOGANVILLE FORD

LOKEY MOTOR CO.

LOKEY NISSAN

LOMBARD AUTO EXCHANGE INC

LONDOFF JOHNNY CHEVROLET INC

LONGSTREET AUTO

LONGWOOD KIA MITSUBISHI

LOU BACHRODT CHEVROLET

LOU FUSZ MITSUBISHI ST. PETERS

LOWERY BROS. OVERSTOCK LLC

LOWEST PRICE AUTO BROKERS INC

LOWEST PRICE TRANSPORTATION

LUXURY AUTO SALES LLC

LUXURY CARS & FINANCIAL, INC.

LUXURY IMPORTS AUTO SALES

LUXURY MOTOR SALES LLC

LUXURY MOTORS LLC

LYNN LAYTON CADILLAC NISSAN IN

LYNNHAVEN LINCOLN MERCURY

M & L IMPORTS INC

M & M AUTO GROUP INC

M & M AUTO SUPER STORE

M & M AUTO WHOLESALERS, LLC

MACHADO AUTO SELL LLC

MACKENNEY AUTO SALES

MAD MOTORS LLC

MADISON STREET MOTORS

MAHER CHEVROLET INC

MAIN AUTO SALES

MALCOLM CUNNINGHAM FORD

MALIBU MOTORS

MALL OF GEORGIA FORD

MALPASS AUTO SALES INC

MANNING MOTORS, INC.

MANNIX MOTORS

MARANATHA CAR CO

MARCH MOTORS INC.

MARIETTA AUTO MALL CENTER

MARIETTA AUTO MART

MARK BRADLEY AUTO SALES

DEALER NAME

MARK MOTORS, INC.

MARLOZ OF STATESVILLE

MAROONE CHEVROLET

MAROONE CHEVROLET

MAROONE FORD OF MARGATE

MAROONE TOYOTA

MARSHALL FORD

MARSHALL MOTORS OF FLORENCE

MARTENS CLASSIC AUTO

MARTINS USED CARS INC

MAS AUTO GROUP LLC

MASHBURN MOTORS

MASTER CAR INTERNATIONAL, INC

MATHEWS BUDGET AUTO CENTER

MATHEWS FORD INC.

MATHEWS FORD OREGON, INC

MATIA MOTORS, INC

MATT CASTRUCCI

MATTAS MOTORS

MATTHEWS MOTOR COMPANY

MATTHEWS MOTORS INC.

MAXTON MOTORS OF BENTON HARBOR

MAZDA OF SOUTH CHARLOTTE

MAZDA SAAB OF BEDFORD

MCELVEEN PONTIAC BUICK GMC

MCGEORGE TOYOTA TOYOTA

MCGHEE AUTO SALES INC.

MCJ AUTO SALES OF CENTRAL FLOR

MCKENNEY CHEVROLET

MCKENNEY DODGE LLC

MCPHAILS AUTO SALES

MCVAY MOTORS, INC.

MECHANICSVILLE HONDA

MEDINA AUTO BROKERS

MEEKS AUTO HAUS INC

MENTOR IMPORTS,INC.

MEROLLIS CHEVROLET SALES

METRO HONDA

MICCO MOTORS

MICHAEL’S AUTO

MICRO FINANCE LLC

MID AMERICA AUTO GROUP

MID ATLANTIC AUTO SALES NETWOR

MID RIVERS CHRYSLER JEEP DODGE

MIDDLETOWN FORD, INC

MIDFIELD MOTOR COMPANY, INC.

MIDTOWN AUTO LLC

MID-TOWN MOTORS LLC

MIDWEST AUTO GROUP LLC

MIDWEST MOTORS & TIRES

MIDWESTERN AUTO SALES, INC.

MIKE BASS FORD

MIKE CASTRUCCI FORD OF ALEX

MIKE ERDMAN TOYOTA

DEALER NAME

MIKE PRUITT HONDA, INC

MIKE REED CHEVROLET INC

MIKE SHAD FORD

MIKE SHAD NISSAN

MIKE THOMAS AUTO SALES

MIKE WILSON CHEVROLET

MIKES TRUCKS AND CARS

MILLENIUM AUTOMOTIVE GROUP

MILTON B PRICE

MINIVAN SOURCE, INC.

MIRACLE CHRYSLER DODGE JEEP

MISSION AUTOMOTIVE, LLC

MODERN CORP

MODERN NISSAN CONCORD LLC

MODERN TOYOTA

MONROE DODGE/CHRYSLER INC.

MONTGOMERY CHEVROLET

MONTGOMERY MOTORS

MONTROSE FORD LINCOLN/MERCURY

MONTROSE TOYOTA

MONTROSE TRI COUNTY KIA

MOORE NISSAN

MOORING AUTOMOTIVE GROUP LLC

MORGAN COUNTY AUTO & FIANCE

MORONI AUTO SALES INC

MOTOR CAR CONCEPTS II

MOTOR CARS HONDA

MOTOR WORLD INC

MOTORCARS TOYOTA

MOTORMAX OF GR

MOTORMAXX

MOTORSPORTS AUTO SALES

MOTORSPORTS AUTO SALES INC

MOTORSPORTS UNLIMITED INC

MOTORVATION, LLC

MR CARE AUTO

MULLINAX FORD OF PALM BEACH

MURPHY MOTORS

MURRAY’S USED CARS

MUSSELMAN’S DODGE

N & D AUTO SALES, INC.

NALLEY HONDA

NAPLETON’S HYUNDAI

NAPLETONS NISSAN/NAPLETONS

NAPLETON’S NORTH PALM AUTO PK

NAPLETON’S RIVER OAKS CHRYSLER

NAPLETON’S RIVER OAKS KIA

NARCAR AUTO SALES INC

NASH CHEVROLET COMPANY

NATIONAL AUTO SALES 1 LLC

NATIONAL CAR MART, INC

NATIONAL MOTORS, INC.

NAVA MOTORS CORP

NELSON MAZDA RIVERGATE

DEALER NAME

NEW DAWN AUTO MALL

NEW MILLENNIUM AUTO SALES, INC

NEW WAY AUTOMOTIVE

NEWTON’S AUTO SALES, INC.

NEXT GENERATION MOTORS, INC.

NEXT LEVEL AUTO BROKERS LLC

NICE RIDE AUTO WHOLESALE LLC

NICHOLAS DATA

NIMNICHT CHEVROLET

NIMNICHT PONTIAC

NISSAN OF BRANDON

NISSAN OF GALLATIN

NISSAN OF MELBOURNE

NISSAN OF SOUTH HOLLAND

NISSAN OF ST AUGUSTINE

NISSAN SOUTH

NORTH AMERICAN FLEET SALES INC

NORTH ATLANTA AUTO SUPERSTORE

NORTH ATLANTA MOTORS LLC

NORTH BROTHERS FORD, INC

NORTH FLORIDA LINCOLN MERCURY

NORTH HILLS AUTO SALES

NORTH POINT CHRYSLER JEEP

NORTHGATE AUTO SALES

NORTHLAND AUTO SALES

NORTHWOOD AUTO SALES LLC

NOUR AUTO SALES INC

NOURSE CHILLICOTHE

OASIS AUTO SALES INC

OCEAN HONDA

OCEAN MAZDA

O’CONNOR AUTOMOTIVE, INC

O’DANIEL MOTOR SALES, INC.

OLD SOUTH SALES INC.

OLIVER C. JOSEPH, INC.

ON THE ROAD AGAIN, INC.

ON TRACK AUTO MALL, INC.

ONE SOURCE AUTOMOTIVE SOLUTION

ORANGE CITY MOTORS, INC.

ORANGE PARK DODGE

ORANGE PARK MITSUBISHI

ORLANDO AUTOS

OSCAR MOTORS CORPORATION

OXMOOR FORD LINCOLN MERCURY

PALM AUTOMOTIVE GROUP

PALM BAY MOTORS

PALM BEACH AUTO DIRECT

PALM BEACH AUTO GROUP INC

PALM CHEVROLET

PALM CHEVROLET OF GAINESVILLE

PALM KIA

PALMETTO FORD

PALMETTO PREOWNED

PALMETTO WHOLESALE MOTORS

DEALER NAME

PANHANDLE AUTOMOTIVE INC.

PARADIGM MOTORS OF TAMPA

PARADISE COASTAL AUTOMOTIVE IN

PARAMOUNT AUTO

PARK AUTO MALL, INC

PARKS AUTOMOTIVE, INC

PARKWAY FORD, INC.

PARKWAY MITSUBISHI

PARKWAY MOTORS INC

PARKWOOD MOTORS, INC

PATRICK O’BRIEN JR, CHEV. INC.

PATRIOT AUTOMOTIVE SALES &

PATRIOT CHEVROLET

PAUL WALSH NISSAN INC

PAYDAY MOTOR SALES

PAYLESS CAR LLC

PEACHTREE MOTORSPORTS SALES &

PEARSON IMPORTS, INC.

PEDIGO’S HEARTLAND CROSSING

PEGGY’S AUTO SALES

PELHAM’S AUTO SALES

PENSACOLA AUTO BROKERS, INC

PERFORMANCE CHEVROLET SUBARU

PERFORMANCE GMC OF

PETE MOORE CHEVROLET, INC

PETE MOORE IMPORTS, INC

PETERS AUTO SALES, INC.

PETE’S AUTO DETAILING AUTO SAL

PHIL STEINLE CHEVROLET BUICK

PHILLIPS BUICK PONTIAC GMC INC

PHILLIPS CHRYSLER-JEEP, INC

PIEDMONT AUTO SALES NETWORK

PIEMONTES DUNDEE CHEVROLET

PILES CHEV-OLDS-PONT-BUICK

PINEVILLE IMPORTS

PINNACLE AUTO

PIONEER AUTO BROKER

PIRTLE & HOWERTON AUTOMOTIVE

PJ AUTO TRADING INC

PLAINFIELD AUTO SALES, INC.

PLANET AUTO

PLANET FIAT

PLANET MOTORS

PLATINUM AUTO SALES & LEASING

PLATTNER’S

PLAZA PONTIAC BUICK GMC INC

POMPANO HONDA

PORT MOTORS

PORT ORANGE SALES LLC

POTAMKINS PLANET DODGE CHRYSLE

POWER PONTIAC GMC OLDSMOBILE

PRE-AUCTION AUTO SALES INC

PRECISION AUTOMOTIVE CENTER

PREFERRED AUTO

DEALER NAME

PREMIER AUTO BROKERS, INC.

PREMIER AUTO EXCHANGE

PREMIER AUTO SALES LLC

PREMIER DODGE CHRYSLER JEEP

PREMIER MOTORCAR GALLERY

PREMIER ONE MOTOR CARS INC

PREMIERE CHEVROLET, INC.

PREMIUM AUTO BY RENT

PREMIUM AUTO SALES AND SERV

PREMIUM MOTORS LLC

PRESSLEY AUTO SALES LLC

PRESTIGE CARS INC

PRESTIGE MOTORS

PRESTIGE MOTORS OF VIERA

PRESTON AUTO OUTLET

PRESTON HYUNDAI

PRICED RIGHT CARS, INC

PRIME MOTORS INC

PRIME MOTORS, INC.

PRO MOTION CO INC

PROCAR

PROFESSIONAL AUTO SALES

PUGMIRE FORD LLC

QUALITY BANK REPOS

QUALITY CARS

QUALITY IMPORTS

QUALITY IMPORTS, INC

R & B CAR COMPANY

R & N AUTO SALES INC

R.K. CHEVROLET

RANDY WISE CHEVROLET BUICK

RANKL & RIES MOTORCARS, INC

RAY PEARMAN LINCOLN MERCURY

RAY SKILLMAN EASTSIDE

RAY SKILLMAN FORD INC.

RAY SKILLMAN NORTHEAST BUICK G

RAY SKILLMAN WESTSIDE

RAYMOND CHEVROLET KIA

RED HOAGLAND HYUNDAI, INC.

RED HOLMAN BUICK PONTIAC GMC

RED SHAMROCK LLC

REDMOND AUTOMOTIVE

REDSKIN AUTO SALES INC

REED LALLIER CHEVROLET

REGAL CARS OF FLORIDA INC

REGAL MOTORS, INC.

REGAL PONTIAC, INC.

REGISTER CHEVROLET & OLDS

RELIABLE TRUCK SALES

RELIANCE MOTORCARS LLC

RENOWNED AUTO SALES

REVENEL FORD INC

RICH FORD LINCOLN MERCURY

RICK CASE HYUNDAI

DEALER NAME

RICK CASE MOTORS, INC.

RICK HENDRICK CHEVROLET

RICK HENDRICK DODGE CHRYSLER J

RICK HENDRICK JEEP CHRYSLER

RICK MATTHEWS BUICK PONTIAC

RIDE TIME, INC.

RIGHTWAY AUTOMOTIVE CREDIT

RIOS MOTORS

RIVER CITY AUTO CENTER

RIVER CITY AUTO SALES INC

RIVERBEND FORD

RIVERCHASE KIA

RIVERGATE TOYOTA

RIVERS EDGE MOTORS, LLC

RIVERSIDE MOTORS, INC

RIVERTOWN TOWN AUTO SALES INC

ROBINSON AUTOMOTIVE GROUP

ROBKE CHEVROLET COMPANY

ROCK BOTTOM AUTO SALES, INC.

ROCK SOLID AUTOMOTIVE INC

ROCKY’S AUTO SALES, INC.

ROD HATFIELD CHEVROLET, LLC

ROD HATFIELD CHRYSLER DGE JEEP

ROGER DEAN BUICK

ROGER DEAN CHEVROLET

ROGER WILSON MOTORS INC

RON BUTLER MOTORS, LLC

ROSE CITY MOTORS

ROSE CITY MOTORS

ROSE CITY MOTORS 2

ROSWELL AUTO IMPORT

ROUEN MOTORWORKS LTD

ROUTE 4 AUTO STORE

ROWE AUTOMOTIVE LLC

ROY O’BRIEN, INC

ROYAL AUTO SALES

ROYAL AUTO SALES

ROYAL AUTO SALES INC

ROYAL MOTORS OF MIDDLEBURY INC

RPM AUTO SALES

RPM AUTO SALES LLC

RT 177 AUTO SALES INC

RUDOLPH’S AUTO GROUP INC

S & S PREOWNED CARS LLC

S S AUTO INC

SABISTON MCCABE AUTO SOLUTIONS

SALTON MOTOR CARS INC

SAM GALLOWAY FORD INC.

SANDERSON AUTO SALES INC

SANSING CHEVROLET, INC

SARASOTA FORD

SATURN OF GREENSBORO

SAULS MOTOR COMPANY, INC.

SAV MOR AUTOS

DEALER NAME

SAVANNAH AUTO

SAVANNAH AUTOMOTIVE GROUP

SAVANNAH MOTORS

SC AUTO SALES

SCARRITT MOTORS INC

SCHAELL MOTORS

SCHUMACHER AUTOMOTIVE

SCHUMACHER MOTOR SALES

SCOGGINS CHEVROLET OLDS BUICK

SCOTT CLARK HONDA

SECOND CHANCE MOTORS

SEELYE WRIGHT KIA OF HOLLAND

SEELYE WRIGHT OF BATTLE CREEK

SELECT AUTO CENTER

SELECT IMPORTS

SELECT MOTORS OF TAMPA INC.

SELECTIVE AUTO & ACCESSORIES

SELECTIVE AUTO SOURCE

SEMINOLE SUBARU INC.

SERPENTI CHEVROLET OF ORVILLE

SERRA AUTOMOTIVE

SERRA CHEVROLET, INC.

SEXTON AUTO SALES, INC

SHAFER PREFERRED MOTORS INC

SHAFFER HYUNDAI INC

SHAMBURG AUTO SALES

SHARPNACK FORD

SHAWNEE MOTORS GROUP

SHEEHAN PONTIAC

SHEEHY NISSAN

SHELBYVILLE AUTO SALES LLC

SHERDAN ENTERPRISES LLC

SHERWOOD AUTO & CAMPER SALES

SHORELINE AUTO CENTER INC

SIDDEN AUTOMOTIVE GROUP LLC

SIGN & DRIVE AUTO SALES LLC

SIGNATURE FORD LINCOLN MERCURY

SIGNATURE MOTORS USA LLC

SIMS BUICK PONTIAC, LLC

SINCLAIR DAVE LINCOLN MERCURY

SINQUEFIELD’S CHOICE AUTO

SMITH & CURRIE MOTOR CO

SMITH FIELD AUTO CENTER LLC

SOLAR AUTO SALES INC

SONS HONDA

SOUTH 71 AUTO SALES

SOUTH ATLANTA INVESTMENTS INC

SOUTH CHARLOTTE PREOWNED AUTO

SOUTH COUNTY AUTO CENTER

SOUTH COUNTY AUTO PLAZA

SOUTH I-75 CHRYSLER DODGE JEEP

SOUTH OAK DODGE INC

SOUTHEAST JEEP EAGLE

SOUTHERN AUTO BROKERS

DEALER NAME

SOUTHERN AUTOMOTIVE ENTERPRISE

SOUTHERN MOTOR COMPANY

SOUTHERN MOTORS OF SAVANNAH

SOUTHERN SELECT AUTO SALES

SOUTHERN STAR AUTOMOTIVE

SOUTHERN STATES NISSAN, INC.

SOUTHERN TRUST AUTO SALES

SOUTHFIELD JEEP-EAGLE, INC.

SOUTHGATE FORD

SOUTHGATE LINCOLN LLC

SOUTHPORT MOTORS

SOUTHTOWN MOTORS HOOVER

SOUTHTOWNE ISUZU

SOUTHWEST AUTO SALES

SOUTHWEST AUTOMOTIVE LLC

SPACE COAST HONDA

SPARTAN LINCOLN MERCURY

SPARTANBURG CHRYSLER JEEP INC

SPECIALTY MOTORS

SPIRIT CHEVROLET-BUICK INC.

SPIRIT FORD INC

SPITZER AUTOWORLD SHEFFIELD

SPITZER KIA

SPITZER MOTOR CITY

ST LOUIS CARS & CREDIT INC

STAN MCNABB CHRYSLER DODGE

STAN’S CAR SALES

STAR CARS, INC.

STARK AUTO GROUP

STARK AUTO SALES

STARRS CARS AND TRUCKS, INC

STEARNS MOTORS OF NAPLES

STEPHEN A FINN AUTO BROKER

STEVE AUSTINS AUTO GROUP INC

STEVE CALDWELL AUTOMOTIVE LLC

STEVE RAYMAN CHEVROLET, LLC

STEVE SORENSON CHEVROLET INC.

STEWART MOTORS

STINGRAY CHEVROLET

STL AUTO BROKERS

STOKES BROWN TOYOTA SCION

STOKES HODGES PRE-OWNED

STOKES HONDA CARS OF BEAUFORT

STOKES KIA

STOUT SALES

STRENGTH AUTO SALES

STRICKLAND AUTO SALES, INC.

STROM ALTMAN SUZUKI INC

STYKEMAIN CHEVROLET PONTIAC

SUBARU CONCORD

SUBARU OF DAYTON

SUBARU OF KENNESAW LLC

SUBARU OF PEMBROKE PINES

SUBARU SOUTH BLVD

DEALER NAME

SUBURBAN CHRYSLER JEEP DODGE

SUBURBAN MOTORS INC

SUBURBAN OF W. MICHIGAN

SUFFIELD MOTORS

SULLIVAN BUICK GMC INC

SULLIVAN PONTIAC CADILLAC GMC

SUMMIT PLACE KIA

SUMMIT PRE-OWNED OF RALEIGH

SUMMIT WEST AUTO GROUP LLC

SUN HONDA

SUN TOYOTA

SUNBELT CHRYSLER JEEP DODGE

SUNBELT HONDA

SUNCOAST CHRYSLER PLYMOUTH

SUNCOAST KIA

SUNNY FLORIDA MOTORS, INC.

SUNNYSIDE TOYOTA

SUNRISE MOTORS INC

SUNSET DODGE, INC

SUNSET MOTORS

SUNSHINE AUTO BROKERS INC

SUNSTATE FORD

SUPER AUTO SALES

SUPER AUTO SALES

SUPERIOR ACURA

SUPERIOR AUTO SALES

SUPERIOR CHEVROLET

SUPERIOR HYUNDAI SOUTH

SUPERIOR MOTORS NORTH

SUPERSTORE BUYHERE PAYHERE LLC

SUPRA ENTERPRISES

SUPREME AUTO INC

SUPREME MOTORS OF NASHVILLE

SUSKIS AUTO SALES

SUTHERLIN NISSAN OF FT. MYERS

SUTHERLIN NISSAN ORLANDO

SUZUKI OF NASHVILLE

SWEENEY BUICK PONTIAC GMC

SWEENEY CHEVROLET

T & L AUTO SALES

TAG AUTO

TAMERON AUTOMOTIVE GROUP

TAMIAMI FORD, INC.

TAMPA AUTO SOURCE INC

TAMPA BAY AUTO FINANCE

TAMPA HONDALAND

TAMPA MITSUBISHI

TAPPER AUTO SALES

TARGET AUTOMOTIVE

TATE DODGE CHRYSLER JEEP INC

TAYLOR AUTO SALES

TAYLOR AUTO SALES INC.

TAYLOR CADILLAC, INC

TAYLOR MORGAN INC

DEALER NAME

TAYLOR’S AUTO SALES

TDR AUTO PLAZA LLC

TEAM AUTOMOTIVE

TEAM FORD OF MARIETTA

TEAM NISSAN OF MARIETTA

TED CIANOS USED CAR CENTER

TED’S AUTO SALES, INC.

TELEGRAPH CHRYSLER JEEP, INC.

TENNESSEE AUTOPLEX, LLC

TERRY CULLEN CHEVROLET

TERRY LABONTE CHEVROLET

TERRY LEE HONDA

TERRY REID KIA

TERRY’S AUTO SALES, INC.

THE 3445 CAR STORE, INC.

THE AUCTION WAY CO INC

THE AUTO GROUP LLC

THE AUTO LIVERY

THE AUTO PARK INC

THE AUTO STORE

THE AUTO STORE

THE AUTO STORE

THE CAR AND TRUCK STORE LLC

THE CAR CABANA OF

THE CAR COMPANY SUZUKI

THE CAR CONNECTION, INC.

THE CAR MAN LLC

THE CAR SHACK

THE CAR SHOPPE LLC

THE CAR STORE INC.

THE LUXURY AUTOHAUS INC.

THE PEOPLES CAR COMPANY

THE PRE OWNED TRUCK STORE LLC

THE TOY STORE

THE TRUCK LINK, LLC

THOMAS & SON INC.

THOMAS AUTO MART, INC.

THOMAS CHEVROLET BUICK PONTIAC

THOMAS NIEWIEK AUTO INC

THOMAS OF CAIRO, CHEV, PONT

THOMASVILLE TOYOTA

THOMPSON FORD

THORNTON CHEVROLET, INC

THORNTON ROAD HYUNDAI

THRIFTY CAR SALES

THRIFTY CAR SALES

TIFFIN FORD LINCOLN MERCURY

TILLMAN AUTO LLC

TIM LALLY CHEVROLET, INC

TIM TAYLOR AUTO SALES

TINKER BOYD USED CARS

TNT AUTO SALES INC

TODD WENZEL BUICK PONTIAC GMC

TOM BUSH AUTO PLEX

DEALER NAME

TOM GILL CHEVROLET

TOM HOLZER FORD

TOM KELLEY BUICK GMC PONTIAC

TOM WOOD FORD

TOM WOOD TOYOTA, INC.

TOMLINSON MOTOR COMPANY OF

TONY BETTEN & SONS FORD

TONY ON WHEELS, INC.

TOP CHOICE AUTO SALES INC

TOP KNOTCH MOTORS

TOTAL CYCLE CARE INC

TOTH BUICK

TOWN & COUNTRY AUTO & TRUCK

TOWN & COUNTRY AUTO SALES, LLC

TOWN & COUNTRY DODGE, INC

TOWN & COUNTRY FORD

TOWN & COUNTRY FORD, INC.

TOWN & COUNTRY SELECT

TOWN CENTER KIA

TOWNE EAST AUTO

TOYOTA OF ALBANY

TOYOTA OF BEDFORD

TOYOTA OF CINCINNATI CO, INC.

TOYOTA OF HOLLYWOOD

TOYOTA OF LOUISVILLE, INC.

TOYOTA OF WINTER HAVEN

TOYOTA SCION NORTH CHARLESTON

TOYOTA SOUTH

TOYOTA WEST/SCION WEST

TOYOTA-LEXUS OF MELBOURNE

TRADEWINDS MOTOR CENTER

TREASURE COAST IMPORTS LLC

TRI-COUNTY CHRYSLER PRODUCTS

TRI-COUNTY MOTORS

TRINITY AUTOMOTIVE

TRIPLE M AUTO CONSULTANTS

TROPICAL AUTO SALES

TROPICAL AUTO SALES LLC

TROPICAL FORD

TROUTMAN MOTORS, INC.

TROY AUTO GROUP

TROY FORD INC

TRUSSVILLE WHOLESALE AUTOS

TRYON AUTO MALL

TUBBS AUTO SALES LLC

TUTWILER AUTOMOTIVE INC

TWIN CITY CARS INC

TWO RIVERS USED CAR STORE

ULTIMATE IMAGE AUTO, INC

UNION CITY NISSAN

UNIQUE AUTO MART INC

UNIQUE AUTO SALES, LLC

UNIQUE SPORT & IMPORTS INC

UNITED AUTO BROKERS

DEALER NAME

UNIVERSAL CHEVROLET CO

UNIVERSAL FORD SALES, INC.

UNIVERSITY AUTO & TRUCK

UNIVERSITY HYUNDAI OF DECATUR

UNIVERSITY KIA

UNIVERSITY MOTORS

UNIVERSITY NISSAN

US 1 CHRYSLER DODGE JEEP

US AUTO MART INC

US MOTORS

USA AUTO & LENDING INC

USA MOTORCARS

U-SAVE AUTO RENTAL

USED CAR FACTORY INC

USED CAR SUPERMARKET

V AND E ENTERPRISES

VA CARS INC

VADEN CHEVROLET BUICK PONTIAC

VADEN NISSAN, INC.

VAN DEVERE, INC

VAN PAEMEL SALES

VANGUARD AUTO CENTER INC

VANN YORK NISSAN, INC.

VANN YORK PONTIAC BUICK GMC

VANN YORK TOYOTA, INC

VARIETY MOTORS, INC.

VARSITY LINCOLN MERCURY

VEHICLES 4 SALES, INC.

VELOCITY MOTORS INC

VETERANS FORD

VIC OSMAN LINCOLN MERCURY, INC

VICTORIA MOTORS, LLC

VICTORY CHEVROLET LLC

VICTORY HONDA OF MONROE

VICTORY NISSAN

VILLAGE AUTO OUTLET INC

VILLAGE AUTOMOTIVE

VILLAGE FORD INC

VILLAGE MOTOR SALES, INC.

VINCE WHIBBS PONTIAC-GMC

VININGS ENTERPRISES INC

VIP AUTO GROUP, INC.

VIRGINA MOTOR CO.

VOGUE MOTOR CO INC

VOLVO OF CLEARWATER

VW OF ORANGE PARK

W.P.B. AUTOMART/KIA

WADE FORD INC

WADE RAULERSON BUICK GMC

WALKER FORD CO., INC.

WALLACE MAZDA

WALLACE NISSAN

WALSH AUTO BODY, INC

WALSH HONDA

DEALER NAME

WALTERS AUTO SALES AND RENTALS

WARD AUTO SALES

WARREN TOYOTA

WAYLAND CARS 2 GO

WAYLAND MOTOR SALES

WAYNESVILLE AUTO MART

WE FINANCE AUTO SALES LLC

WE NO KARS LLC

WEINLE AUTO SALES

WESLEY CHAPEL TOYOTA

WEST CLAY MOTOR COMPANY LLC

WEST COAST CAR & TRUCK SALES

WEST MOBILE AUTOMOTIVE

WEST SIDE TOYOTA

WESTERN AVENUE NISSAN INC

WESTSIDE AUTO

WESTSIDE AUTO GROUP LLC

WESTVIEW MOTORS, INC.

WHEEL UNIK AUTOMOTIVE &

WHEELS & DEALS AUTO SALES

WHEELS & DEALS AUTO SALES OF

WHITE ALLEN HONDA

WHITTEN AUTO CENTER

WHOLESALE DIRECT

WHOLESALE, INC

WILLETT HONDA SOUTH

WILLIAMS AUTO SALES LEASE INC

WILLIAMSBURG CHRY JEEP

WILLS MOTOR SALES

WILMINGTON AUTO CENTER

WILMINGTON MOTORS INC

WINTER PARK AUTO MALL CORP

WMS MOTOR SALES, LTD

WOLFGANG MOTOR GROUP

WORLD AUTO

WORLD CAR CENTER & FINANCING

WORLD CLASS MOTORS

WORLD FORD STONE MOUNTAIN

WORLEY AUTO SALES

WOW CAR COMPANY

WULLENWEBER MOTORS

WYRICK AUTO SALES

XL1 MOTORSPORTS, INC

XTRAUTO

XTREME SALES & LEASING LLC

YADKIN ROAD AUTO MART

YARK AUTOMOTIVE GROUP, INC

YERTON LEASING & AUTO SALES

YM EURO CARS INC

YOUR DEAL AUTOMOTIVE

Z IMPORTS SALES & SERVICE INC

ZAPPIA MOTORS

ZEIGLER CHRYSLER DODGE JEEP

WALTERS AUTO SALES AND RENTALS

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter L. Vosotas, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Nicholas Financial, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2012	/s/ Peter L Vosotas
	Peter L. Vosotas
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ralph T. Finkenbrink certify that:

1. I have reviewed this quarterly report on Form 10-Q of Nicholas Financial, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2012	/s/ Ralph T Finkenbrink
	Ralph T. Finkenbrink
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. § 1350

Solely for the purpose of complying with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned President and Chief Executive Officer of Nicholas Financial, Inc. (the “Company”), hereby certify that the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Peter L Vosotas

Peter L. Vosotas

President and Chief Executive Officer

Dated: August 9, 2012

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. § 1350

Solely for the purpose of complying with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned Senior Vice President and Chief Financial Officer of Nicholas Financial, Inc. (the “Company”), hereby certify that the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2011 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ralph T Finkenbrink

Ralph T. Finkenbrink

Senior Vice President and Chief Financial Officer

Dated: August 9, 2012

XML

Cash Dividend (Details) (USD $)	3 Months Ended
	Jun. 30, 2012
Dividends [Abstract]
Dividends declared per share (in dollars per share)	$ 0.10
Dividend paid in cash (in dollars per share)	$ 0.12

XML

Interest Rate Swap Agreements (Details 1) (USD $)	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Periodic change in fair value of interest rate swaps	$ 209,101
Periodic settlement differentials included in interest expense	15,818
Pre-tax loss recognized in income	$ 224,919

XML

Finance Receivables (Details 2) (USD $)	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of period	$ 35,987,868
Current period provision	10,372	79,415
Balance at end of period	36,207,458
Finance receivables | Consumer Loan
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of period	492,184	378,418
Current period provision	89,590	80,223
Losses absorbed	(25,092)	(18,446)
Recoveries	5,121	7,076
Balance at end of period	$ 561,803	$ 447,271

XML

Fair Value Disclosures (Details 2) (USD $)	Jun. 30, 2012	Mar. 31, 2012
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash	$ 5,049,384,000	$ 2,803,054
Finance receivables
Line of credit
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash
Finance receivables
Line of credit	109,000,000	112,000,000
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash
Finance receivables	244,600,000	242,350,000
Line of credit
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash	5,049,384	2,803,054
Finance receivables	244,600,000	242,350,000
Line of credit	$ 109,000,000	$ 112,000,000

XML

Finance Receivables

3 Months Ended

Jun. 30, 2012

Receivables [Abstract]

Finance Receivables

4. Finance Receivables

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

	June 30, 2012			March 31, 2012
Finance receivables, gross contract	$	392,707,600		$	388,988,355
Unearned interest		(111,903,123	)		(110,651,966	)
Finance receivables, net of unearned interest		280,804,477			278,336,389
Allowance for credit losses		(36,207,458	)		(35,987,868	)
Finance receivables, net	$	244,597,019		$	242,348,521

The terms of the Contracts range from 12 to 72 months and the Direct Loans range from 6 to 48 months. The Contracts bear a weighted average effective interest rate of 23.44% as of June 30, 2012 and 23.58% as of March 31, 2012.

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 June 30,
	2012			2011
Balance at beginning of period	$	35,495,684		$	35,895,449
Discounts acquired on new volume		3,100,938			3,109,811
Current period provision		(79,218	)		(808	)
Losses absorbed		(3,659,844	)		(3,016,634	)
Recoveries		788,616			562,868
Discounts accreted		(521	)		(16,254	)
Balance at end of period	$	35,645,655		$	36,534,432

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 June 30, 2012, the average model year of vehicles collateralizing the portfolio was a 2005 vehicle. The average loan to value ratio, which expresses the amount of the Contract as a percentage of the average wholesale value of the automobile, is approximately 91%, at the time of purchase. 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 credit quality of the customer, 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. For allowance purposes, the entire amount of discount is related to credit quality and is considered to be part of the credit loss reserve. The Company utilizes a static pool approach to track portfolio performance. A static pool retains an amount equal to 100% of the discount as a reserve for credit losses. Subsequent to the purchase, if the reserve 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 average dealer discount associated with new volume for the three months ended June 30, 2012 and 2011 was 8.28% and 8.51%, respectively.

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

	Three months ended June 31,
	2012			2011
Balance at beginning of period	$	492,184		$	378,418
Current period provision		89,590			80,223
Losses absorbed		(25,092	)		(18,446	)
Recoveries		5,121			7,076
Balance at end of period	$	561,803		$	447,271

Direct Loans are loans 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 the direct consumer 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 June 30, 2012, loans made by the Company pursuant to its Direct Loan program constituted approximately 2% 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.

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

	June 30, 2012				June 30, 2011
	Contracts		Direct Loans		Contracts		Direct Loans
Non-bankrupt accounts	$	385,187,643	$	7,095,917	$	374,699,934	$	5,151,901
Bankrupt accounts		424,040		—		373,547		—
Total	$	385,611,683	$	7,095,917	$	375,073,481	$	5,151,901
Performing accounts	$	381,589,798	$	7,072,301	$	372,179,788	$	5,134,590
Non-performing accounts		4,021,885		23,616		2,893,693		17,311
Total	$	385,611,683	$	7,095,917	$	375,073,481	$	5,151,901

The following tables present certain information regarding the delinquency rates experienced by the Company with respect to Contracts and under its Direct Loans:

			Delinquencies
Contracts	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
June 30, 2012	$	385,611,683	$	12,745,275		$	3,216,955		$	804,930		$	16,767,160
				3.31	%		0.83	%		0.21	%		4.35	%
June 30, 2011	$	375,073,481	$	9,690,976		$	2,286,127		$	607,566		$	12,584,669
				2.59	%		0.60	%		0.16	%		3.35	%
Direct Loans	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
June 30, 2012	$	7,095,917	$	78,044		$	19,390		$	4,226		$	101,660
				1.10	%		0.27	%		0.06	%		1.43	%
June 30, 2011	$	5,151,901	$	53,069		$	17,219		$	92		$	70,380
				1.03	%		0.33	%		0.00	%		1.36	%

The delinquency percentage for Contracts more than thirty days past due as of June 30, 2012 was 4.35% as compared to 3.35% as of June 30, 2011. The delinquency percentage for Direct Loans more than thirty days past due as of June 30, 2012 was 1.43% as compared to 1.36% as of June 30, 2011.

When the Company receives a payment for a Contract that was contractually delinquent for more than 60 days, the payment is posted to the account. At the time of the payment, the interest that was paid is recorded as income by the Company and the Contract is no longer considered over 60 days contractually delinquent; therefore, the accruing of interest is resumed

XML

Finance Receivables (Details Textuals 1)	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Average dealer discount associated with new volume	8.28%	8.51%
Finance receivables | Contracts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage of average wholesale value of automobile	91.00%
Percentage of amount retained under Static pool approch of the discount as a reserve for credit losses	100.00%

XML

Finance Receivables (Details Textuals) (USD $)			3 Months Ended
	Jun. 30, 2012	Mar. 31, 2012	Jun. 30, 2012 Maximum	Jun. 30, 2012 Minimum	Jun. 30, 2012 Finance receivables Consumer Loan	Jun. 30, 2012 Finance receivables Consumer Loan Maximum	Jun. 30, 2012 Finance receivables Consumer Loan Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Initial term of the indirect finance receivables			72 months	12 months
Initial term of the direct finance receivables			48 months	6 months
Weighted average interest rate of receivables	23.44%	23.58%
Finance receivables, net	$ 244,597,019	$ 242,348,521				$ 8,000	$ 1,000
Percentage of Direct loan to the total loan portfolio					2.00%

XML

Finance Receivables (Details Textuals 2)	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2012 Finance receivables Consumer Loan	Jun. 30, 2011 Finance receivables Consumer Loan	Jun. 30, 2012 Finance receivables Contracts	Jun. 30, 2011 Finance receivables Contracts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Maximum criteria for receivable to be a performing account	61 days
Minimum criteria for receivable to be a non-performing account	61 days
Criteria for receivable to be delinquent account	120 days
Delinquency rate for more than thirty days past due		1.43%	1.36%	4.35%	3.35%

XML

Line of Credit (Details Textuals) (Line of credit facility, USD $)	3 Months Ended
	Jun. 30, 2012	Mar. 31, 2012	Aug. 31, 2011
Line of credit facility
Line of Credit Facility [Line Items]
Size of the line of credit facility	$ 150,000,000		$ 140,000,000
LIBOR rate	4.00%	4.00%
Floor on LIBOR rate	1.00%	1.00%
Method used pricing of the line of credit	300 basis points above 30-day LIBOR with a 1% floor on LIBOR
Outstanding amount of the credit facility	109,000,000	112,000,000
Amount available under the line of credit	$ 41,000,000	$ 38,000,000

XML

Earnings Per Share

3 Months Ended

Jun. 30, 2012

Earnings Per Share [Abstract]

Earnings Per Share

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 June 30,
	2012		2011
Numerator for earnings per share – net income	$	5,373,525	$	5,302,793
Denominator:
Denominator for basic earnings per share – weighted average shares		11,940,200		11,651,295
Effect of dilutive securities:
Stock options and other share awards		238,640		314,167
Denominator for diluted earnings per share		12,178,840		11,965,462
Earnings per share:
Basic	$	0.45	$	0.46
Diluted	$	0.44	$	0.44

For the three months ended June 30, 2012 and 2011 potential common stock from stock options totaling 117,000 and 55,000, respectively, were not included in the diluted earnings per share calculation because their effect is anti-dilutive.

XML

Interest Rate Swap Agreements (Details) (USD $)			3 Months Ended
	Jul. 30, 2012	Jun. 30, 2012	Jun. 30, 2012 Interest Rate Swap	Jun. 30, 2011 Interest Rate Swap
Derivatives Fair Value [Roll Forward]
Notional amounts at April 1	$ 25,000,000	$ 25,000,000
New contracts			25,000,000
Matured contracts
Notional amounts at June 30	$ 25,000,000	$ 25,000,000	$ 25,000,000

XML

Subsequent Event (Details) (USD $) In Millions, unless otherwise specified	Jul. 30, 2012	Jun. 30, 2012
Subsequent Event [Line Items]
Notional amounts	$ 25	$ 25
Fixed rate of interest	0.87%	1.00%

XML

Condensed Consolidated Balance Sheets (USD $)	Jun. 30, 2012	Mar. 31, 2012
Assets
Cash	$ 5,049,384	$ 2,803,054
Finance receivables, net	244,597,019	242,348,521
Assets held for resale	1,482,501	1,373,001
Income taxes receivable		497,535
Prepaid expenses and other assets	753,997	751,040
Property and equipment, net	772,783	758,784
Deferred income taxes	8,978,840	8,704,099
Total assets	261,634,524	257,236,034
Liabilities and shareholders' equity
Line of credit	109,000,000	112,000,000
Drafts payable	1,489,809	1,602,079
Accounts payable and accrued expenses	6,264,353	6,612,429
Income taxes payable	3,101,404
Interest rate swaps	209,101
Deferred revenues	1,101,167	1,082,475
Total liabilities	121,165,834	121,296,983
Shareholders' equity
Preferred stock, no par: 5,000,000 shares authorized; none issued
Common stock, no par: 50,000,000 shares authorized; 12,047,278 and 11,960,975 shares issued and outstanding, respectively	28,790,485	28,426,043
Retained earnings	111,678,205	107,513,008
Total shareholders' equity	140,468,690	135,939,051
Total liabilities and shareholders' equity	$ 261,634,524	$ 257,236,034

XML

Basis of Presentation

3 Months Ended

Jun. 30, 2012

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Basis of Presentation

1. Basis of Presentation

The accompanying condensed consolidated balance sheet as of March 31, 2012, which has been derived from audited financial statements, and the accompanying unaudited interim condensed 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 (“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 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, 2013. It is suggested that these condensed 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, 2012 as filed with the Securities and Exchange Commission on June 14, 2012. The March 31, 2012 condensed consolidated balance sheet included herein has been derived from the March 31, 2012 audited consolidated balance sheet included in the aforementioned Form 10-K.

The preparation of consolidated financial statements in conformity with 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 net realizable value of assets held for resale.

XML

Interest Rate Swap Agreements (Details Textuals) (USD $) In Millions, unless otherwise specified	Jul. 30, 2012	Jun. 30, 2012
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Notional amounts	$ 25	$ 25
Fixed rate of interest	0.87%	1.00%

XML

Earnings Per Share (Details Textuals) (Stock options)	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential anti-dilutive common stock from stock options	117,000	55,000

XML

Fair Value Disclosures (Details 1) (Fair Value, Measurements, Recurring [Member], USD $)	Jun. 30, 2012	Mar. 31, 2012
Estimate Of Fair Value, Fair Value Disclosure [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap agreements	$ 209,101
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap agreements
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap agreements	209,101
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap agreements

XML

Finance Receivables (Details 1) (USD $)	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of period	$ 35,987,868
Current period provision	10,372	79,415
Balance at end of period	36,207,458
Finance receivables | Contracts
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of period	35,495,684	35,895,449
Discounts acquired on new volume	3,100,938	3,109,811
Current period provision	(79,218)	(808)
Losses absorbed	(3,659,844)	(3,016,634)
Recoveries	788,616	562,868
Discounts accreted	(521)	(16,254)
Balance at end of period	$ 35,645,655	$ 36,534,432

XML

Revenue Recognition

3 Months Ended

Jun. 30, 2012

Deferred Revenue Disclosure [Abstract]

Revenue Recognition

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 is contractually delinquent for 60 days or more or the collateral is repossessed, whichever is earlier.

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 fees charged for processing a loan are recognized as an adjustment to the yield and are amortized over the life of the loan using the interest method.

The Company attributes its entire dealer discount to a reserve for credit losses. 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 paid for the Contract. After the analysis of purchase date accounting is complete, any uncollectable amounts would be contemplated in estimating the allowance for loan losses.

Sales relate principally to telephone support agreements and the sale of business forms to small businesses located primarily in the Southeastern United States. The aforementioned sales of the Nicholas Data Services, Inc. subsidiary, (“NDS”) represent less than 1% of the Company’s consolidated revenues.

XML

Condensed Consolidated Balance Sheets (Parentheticals) (USD $)	Jun. 30, 2012	Mar. 31, 2012
Statement Of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Common stock, par value (in dollars per share)
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	12,047,278	11,960,975
Common stock, shares outstanding	12,047,278	11,960,975

XML

Finance Receivables (Tables)

3 Months Ended

Jun. 30, 2012

Receivables [Abstract]

Schedule of finance receivables consisting of automobile finance installment contracts and direct loans

	June 30, 2012			March 31, 2012
Finance receivables, gross contract	$	392,707,600		$	388,988,355
Unearned interest		(111,903,123	)		(110,651,966	)
Finance receivables, net of unearned interest		280,804,477			278,336,389
Allowance for credit losses		(36,207,458	)		(35,987,868	)
Finance receivables, net	$	244,597,019		$	242,348,521

Schedule of reconciliation of the changes in the allowance for credit losses on Contracts

	Three months ended June 30,
	2012			2011
Balance at beginning of period	$	35,495,684		$	35,895,449
Discounts acquired on new volume		3,100,938			3,109,811
Current period provision		(79,218	)		(808	)
Losses absorbed		(3,659,844	)		(3,016,634	)
Recoveries		788,616			562,868
Discounts accreted		(521	)		(16,254	)
Balance at end of period	$	35,645,655		$	36,534,432

Schedule of reconciliation of the changes in the allowance for credit losses on consumer loans

	Three months ended June 31,
	2012			2011
Balance at beginning of period	$	492,184		$	378,418
Current period provision		89,590			80,223
Losses absorbed		(25,092	)		(18,446	)
Recoveries		5,121			7,076
Balance at end of period	$	561,803		$	447,271

Schedule of the credit quality by creditworthiness

	June 30, 2012				June 30, 2011
	Contracts		Direct Loans		Contracts		Direct Loans
Non-bankrupt accounts	$	385,187,643	$	7,095,917	$	374,699,934	$	5,151,901
Bankrupt accounts		424,040		—		373,547		—
Total	$	385,611,683	$	7,095,917	$	375,073,481	$	5,151,901
Performing accounts	$	381,589,798	$	7,072,301	$	372,179,788	$	5,134,590
Non-performing accounts		4,021,885		23,616		2,893,693		17,311
Total	$	385,611,683	$	7,095,917	$	375,073,481	$	5,151,901

Schedule fo the information regarding the delinquency rates

			Delinquencies
Contracts	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
June 30, 2012	$	385,611,683	$	12,745,275		$	3,216,955		$	804,930		$	16,767,160
				3.31	%		0.83	%		0.21	%		4.35	%
June 30, 2011	$	375,073,481	$	9,690,976		$	2,286,127		$	607,566		$	12,584,669
				2.59	%		0.60	%		0.16	%		3.35	%
Direct Loans	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
June 30, 2012	$	7,095,917	$	78,044		$	19,390		$	4,226		$	101,660
				1.10	%		0.27	%		0.06	%		1.43	%
June 30, 2011	$	5,151,901	$	53,069		$	17,219		$	92		$	70,380
				1.03	%		0.33	%		0.00	%		1.36	%

XML

Document and Entity Information	3 Months Ended
	Jun. 30, 2012	Aug. 01, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	NICHOLAS FINANCIAL INC
Entity Central Index Key	0001000045
Trading Symbol	nick
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--03-31
Entity Filer Category	Accelerated Filer
Entity Common Stock Shares Outstanding		12,061,426
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

XML

Interest Rate Swap Agreements (Tables)

3 Months Ended

Jun. 30, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule Of Notional Amounts Of Interest Rate Swaps

	Three months ended June 30,
	2012		2011
Notional amounts at April 1	$	—	$	—
New contracts		25,000,000		—
Matured contracts		—		—
Notional amounts at June 30	$	25,000,000	$	—

Schedule of locations and amounts of losses recognized in income

	Three months ended June 30,
	2012		2011
Periodic change in fair value of interest rate swaps	$	209,101	$	—
Periodic settlement differentials included in interest expense		15,818		—
Pre-tax loss recognized in income	$	224,919	$	—

Schedule of average variable rates received and average fixed rates paid under the swap agreements

	Three months ended June 30,
	2012			2011
Variable rate received		0.24	%		—
Fixed rate paid		1.00	%		—

XML

Condensed Consolidated Statements of Income (Unaudited) (USD $)	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Revenue:
Interest and fee income on finance receivables	$ 17,270,088	$ 16,623,588
Sales	9,769	10,717
Revenues, Total	17,279,857	16,634,305
Expenses:
Cost of sales	3,363	2,756
Marketing	374,332	298,796
Salaries and employee benefits	4,524,486	4,391,810
Administrative	2,159,354	1,929,383
Provision for credit losses	10,372	79,415
Depreciation	72,467	72,541
Interest expense	1,192,140	1,228,978
Change in fair value of interest rate swaps	209,101
Operating Expenses, Total	8,545,615	8,003,679
Operating income before income taxes	8,734,242	8,630,626
Income tax expense	3,360,717	3,327,833
Net income	$ 5,373,525	$ 5,302,793
Earnings per share:
Basic	$ 0.45	$ 0.46
Diluted	$ 0.44	$ 0.44
Dividends declared per share (in dollars per share)	$ 0.10

XML

Fair Value Disclosures

3 Months Ended

Jun. 30, 2012

Fair Value Disclosures [Abstract]

Fair Value Disclosures

7. 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 interst 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.

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Interest rate swap agreements:
June 30, 2012	$	—	$	209,101	$	—	$	209,101
March 31, 2012	$	—	$	—	$	—	$	—

Financial Instruments Not Measured at Fair Value

The Company’s financial instruments consist of cash, finance receivables and the line of credit. For each of these financial instruments the carrying value approximates fair value. The carrying value of cash approximates the fair value due to the nature of these accounts. 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 indirect finance receivables range from 12 to 72 months. The initial terms of the direct finance receivables 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. The Line was amended within the quarter ended September 30, 2011. 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 June 30, 2012 was estimated to be equal to the book value. The interest rate for the line of credit is a variable rate based on LIBOR pricing options.

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Cash:
June 30, 2012	$	5,049,384	$	—	$	—	$	5,049,384
March 31, 2012	$	2,803,054	$	—	$	—	$	2,803,054
Finance receivables:
June 30, 2012	$	—	$	—	$	244,600,000	$	244,600,000
March 31, 2012	$	—	$	—	$	242,350,000	$	242,350,000
Line of credit
June 30, 2012	$	—	$	109,000,000	$	—	$	109,000,000
March 31, 2012	$	—	$	112,000,000	$	—	$	112,000,000

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.

XML

Interest Rate Swap Agreements

3 Months Ended

Jun. 30, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Interest Rate Swap Agreements

6. Interest Rate Swap Agreements

The Company utilizes interest rate swaps agreements to manage exposure to variability in expected cash flows attributable to interst rate risk. The swap agreements, in effect, converted a portion of the floating rate debt to a fixed rate, more closely matching the interest rate characteristics of finance receivables. As of March 31, 2012, the Company did not have any outstanding interest rate swap agreements. The following table summarizes the activity in the notional amounts of interest rate swaps:

	Three months ended June 30,
	2012		2011
Notional amounts at April 1	$	—	$	—
New contracts		25,000,000		—
Matured contracts		—		—
Notional amounts at June 30	$	25,000,000	$	—

On June 1, 2012, the Company entered into an interst rate swap agreement with an effective date of June 13, 2012, a notional amount of $25.0 million, a fixed rate of interest of 1.00% and a maturity date of June 13, 2017. The changes in the fair value of interest of interest rate swaps (unrealized gains and losses) are recorded in earnings. The Company does not use interst rate swaps for speculative purposes. Such instruments continue to be intended for use as ecomonic hedges.

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

	Three months ended June 30,
	2012		2011
Periodic change in fair value of interest rate swaps	$	209,101	$	—
Periodic settlement differentials included in interest expense		15,818		—
Pre-tax loss recognized in income	$	224,919	$	—

The Company recorded realized losses from the swap agreement in the interest expense line item of the consolidated statement of income. The following table summarizes the variable rate received and fixed rate paid under the swap agreement.

	Three months ended June 30,
	2012			2011
Variable rate received		0.24	%		—
Fixed rate paid		1.00	%		—

XML

Finance Receivables (Details) (USD $)	Jun. 30, 2012	Mar. 31, 2012
Receivables [Abstract]
Finance receivables, gross contract	$ 392,707,600	$ 388,988,355
Unearned interest	(111,903,123)	(110,651,966)
Finance receivables, net of unearned interest	280,804,477	278,336,389
Allowance for credit losses	(36,207,458)	(35,987,868)
Finance receivables, net	$ 244,597,019	$ 242,348,521

XML

Fair Value Disclosures (Tables)

3 Months Ended

Jun. 30, 2012

Fair Value Disclosures [Abstract]

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Interest rate swap agreements:
June 30, 2012	$	—	$	209,101	$	—	$	209,101
March 31, 2012	$	—	$	—	$	—	$	—

Financial Instruments Not Measured at Fair Value

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Cash:
June 30, 2012	$	5,049,384	$	—	$	—	$	5,049,384
March 31, 2012	$	2,803,054	$	—	$	—	$	2,803,054
Finance receivables:
June 30, 2012	$	—	$	—	$	244,600,000	$	244,600,000
March 31, 2012	$	—	$	—	$	242,350,000	$	242,350,000
Line of credit
June 30, 2012	$	—	$	109,000,000	$	—	$	109,000,000
March 31, 2012	$	—	$	112,000,000	$	—	$	112,000,000

XML

Subsequent Event

3 Months Ended

Jun. 30, 2012

Subsequent Events [Abstract]

Subsequent Event

10. Subsequent Event

On July 30, 2012, the Company entered into an interst rate swap agreement with an effective date of August 13, 2012, a notional amount of $25.0 million, a fixed rate of interest of 0.87% and a maturity date of August 13, 2017. The changes in the fair value of interest of interest rate swaps (unrealized gains and losses) will be recorded in earnings.

XML

Recently Issued Accounting Standards

3 Months Ended

Jun. 30, 2012

Accounting Changes and Error Corrections [Abstract]

Recently Issued Accounting Standards

8.Recently Issued Accounting Standards

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. which amends Topic 820 (Fair Value Measurement). ASU No. 2011-04 is intended to provide a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. The amendments in ASU No. 2011-04 include changes regarding how and when the valuation premise of highest and best use applies, the application of premiums and discounts, and new required disclosures. ASU No. 2011-04 is effective for the fiscal 2013 interim and annual periods The adoption of ASU No. 2011-04 on April 1, 2012 did not have a material impact on our consolidated financial statements, but expanded our disclosures related to fair value measurements.

XML

Cash Dividend

3 Months Ended

Jun. 30, 2012

Dividends [Abstract]

Cash Dividend

9. Cash Dividend

On May 2, 2012 the Board of Directors declared a quarterly dividend equal to $0.10 per common share, to be paid on June 6^th to shareholders of record as of May 30^th. On August 7, 2012 the Board of Directors declared a quarterly dividend equal to $0.12 per common share, to be paid on September 6^th to shareholders of record as of August 30^th.

XML

Earnings Per Share (Tables)

3 Months Ended

Jun. 30, 2012

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted earnings per share

	Three months ended June 30,
	2012		2011
Numerator for earnings per share – net income	$	5,373,525	$	5,302,793
Denominator:
Denominator for basic earnings per share – weighted average shares		11,940,200		11,651,295
Effect of dilutive securities:
Stock options and other share awards		238,640		314,167
Denominator for diluted earnings per share		12,178,840		11,965,462
Earnings per share:
Basic	$	0.45	$	0.46
Diluted	$	0.44	$	0.44

XML

Interest Rate Swap Agreements (Details 3) (Swap)	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Swap
Derivative [Line Items]
Variable rate received	0.24%
Fixed rate paid	1.00%

XML

Earnings Per Share (Details) (USD $)	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Earnings Per Share [Abstract]
Numerator for earnings per share net income	$ 5,373,525	$ 5,302,793
Denominator:
Denominator for basic earnings per share weighted average shares	11,940,200	11,651,295
Effect of dilutive securities:
Stock options and other share awards	238,640	314,167
Denominator for diluted earnings per share	12,178,840	11,965,462
Earnings per share:
Basic	$ 0.45	$ 0.46
Diluted	$ 0.44	$ 0.44

XML

Finance Receivables (Details 3) (USD $)	Jun. 30, 2012	Mar. 31, 2012	Jun. 30, 2012 Finance receivables Direct Loans	Jun. 30, 2011 Finance receivables Direct Loans	Jun. 30, 2012 Finance receivables Direct Loans Non-bankrupt accounts	Jun. 30, 2011 Finance receivables Direct Loans Non-bankrupt accounts	Jun. 30, 2012 Finance receivables Direct Loans Bankrupt accounts	Jun. 30, 2011 Finance receivables Direct Loans Bankrupt accounts	Jun. 30, 2012 Finance receivables Direct Loans Performing accounts	Jun. 30, 2011 Finance receivables Direct Loans Performing accounts	Jun. 30, 2012 Finance receivables Direct Loans Non-performing accounts	Jun. 30, 2011 Finance receivables Direct Loans Non-performing accounts	Jun. 30, 2012 Finance receivables Contracts	Jun. 30, 2011 Finance receivables Contracts	Jun. 30, 2012 Finance receivables Contracts Non-bankrupt accounts	Jun. 30, 2011 Finance receivables Contracts Non-bankrupt accounts	Jun. 30, 2012 Finance receivables Contracts Bankrupt accounts	Jun. 30, 2011 Finance receivables Contracts Bankrupt accounts	Jun. 30, 2012 Finance receivables Contracts Performing accounts	Jun. 30, 2011 Finance receivables Contracts Performing accounts	Jun. 30, 2012 Finance receivables Contracts Non-performing accounts	Jun. 30, 2011 Finance receivables Contracts Non-performing accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Finance receivables, gross	$ 392,707,600	$ 388,988,355	$ 7,095,917	$ 5,151,901	$ 7,095,917	$ 5,151,901			$ 7,072,301	$ 5,134,590	$ 23,616	$ 17,311	$ 385,611,683	$ 375,073,481	$ 385,187,643	$ 374,699,934	$ 424,040	$ 373,547	$ 381,589,798	$ 372,179,788	$ 4,021,885	$ 2,893,693

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flows from operating activities
Net income	$ 5,373,525	$ 5,302,793
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	72,467	72,541
Gain on sale of property and equipment		(2,526)
Provision for credit losses	10,372	79,415
Deferred income taxes	(274,741)	(173,267)
Share-based compensation	281,707	57,765
Change in fair value of interest rate swaps	209,101
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(2,957)	(185,910)
Accounts payable and accrued expenses	(348,076)	(363,634)
Income taxes receivable/payable	3,598,939	2,876,139
Deferred revenues	18,692	(35,450)
Net cash provided by operating activities	8,939,029	7,627,866
Cash flows from investing activities
Purchase and origination of finance contracts	(34,792,569)	(33,436,582)
Principal payments received	32,533,699	28,833,502
Increase in assets held for resale	(109,500)	(354,147)
Purchase of property and equipment	(86,466)	(138,131)
Proceeds from sale of property and equipment		19,150
Net cash used in investing activities	(2,454,836)	(5,076,208)
Cash flows from financing activities
Net repayment from line of credit	(3,000,000)	(2,000,000)
Decrease in drafts payable	(112,270)	(332,644)
Payment of cash dividends	(1,208,328)
Proceeds from exercise of stock options	51,210	529,826
Excess tax benefits from exercise of stock options and vesting of other share awards	31,525	222,460
Net cash used by financing activities	(4,237,863)	(1,580,358)
Net increase in cash	2,246,330	971,300
Cash, beginning of period	2,803,054	2,017,540
Cash, end of period	$ 5,049,384	$ 2,988,840

XML

Line of Credit

3 Months Ended

Jun. 30, 2012

Line Of Credit Facility [Abstract]

Line of Credit

5. Line of Credit

On September 1, 2011, the Company amended their agreement with its consortium of lenders that increased the size of the line of credit facility (the “Line”) from $140,000,000 to $150,000,000. The pricing of the Line, which expires on November 30, 2013, is 300 basis points above 30-day LIBOR (4.00% at June 30, 2012 and March 31, 2012) with a 1% floor on LIBOR. Pledged as collateral for this credit facility are all of the assets of the Company. The outstanding amount of the credit facility was approximately $109,000,000 and $112,000,000 as of June 30, 2012 and March 31, 2012, respectively. The amount available under the line of credit was approximately $41,000,000 and $38,000,000 as of June 30, 2012 and March 31, 2012, 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 June 30, 2012, the Company was in full compliance with all debt covenants.

XML

Finance Receivables (Details 4) (USD $)	Jun. 30, 2012	Mar. 31, 2012	Jun. 30, 2012 Finance receivables Consumer Loan	Jun. 30, 2011 Finance receivables Consumer Loan	Jun. 30, 2012 Finance receivables Contracts	Jun. 30, 2011 Finance receivables Contracts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Finance receivables, gross	$ 392,707,600	$ 388,988,355	$ 7,095,917	$ 5,151,901	$ 385,611,683	$ 375,073,481
Delinquencies 31 to 60 days			78,044	53,069	12,745,275	9,690,976
Delinquencies 61 to 90 days			19,390	17,219	3,216,955	2,286,127
Delinquencies Over 90 days			4,226	92	804,930	607,566
Delinquencies Total			$ 101,660	$ 70,380	$ 16,767,160	$ 12,584,669
Finance Receivables 30 To 59 Days Past Due Delinquency Rate			1.10%	1.03%	3.31%	2.59%
Finance Receivables 60 To 89 Days Past Due Delinquency Rate			0.27%	0.33%	0.83%	0.60%
Finance Receivables Equal To Greater Than 90 Days Past Due Delinquency Rate			0.06%	0.00%	0.21%	0.16%
Financing Receivable Delinquency Rate Recorded Investment Past Due			1.43%	1.36%	4.35%	3.35%

XML

Fair Value Disclosures (Details Textuals)	3 Months Ended
	Jun. 30, 2012
Maximum
Financial Instruments Not Measured At Fair Value [Line Items]
Initial term of the indirect finance receivables	72 months
Initial term of the direct finance receivables	48 months
Minimum
Financial Instruments Not Measured At Fair Value [Line Items]
Initial term of the indirect finance receivables	12 months
Initial term of the direct finance receivables	6 months

XML

Revenue Recognition (Details)	3 Months Ended
	Jun. 30, 2012
Deferred Revenue Arrangement [Line Items]
Maximum term of suspension of interest on finance receivables	60 days
Nicholas Data Services, Inc
Deferred Revenue Arrangement [Line Items]
Percentage of revenues	1.00%