10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

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

For the fiscal year ended March 31, 2013

¨ 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, Including Zip Code)

(727) 726-0763

(Registrant’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common shares, no par value	NASDAQ Global Select Market

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  ¨

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

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 the 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 check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

At September 30, 2012, the aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant was approximately $116,761,022.

As of June 1, 2013, 12,161,729 shares of the Registrant’s Common Stock, no par value, were outstanding.

NICHOLAS FINANCIAL, INC.

FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

		Page No.
PART I
Item 1.	Business		2
Item 1A.	Risk Factors		9
Item 1B.	Unresolved Staff Comments		14
Item 2.	Properties		14
Item 3.	Legal Proceedings		14
Item 4.	Mine Safety Disclosures		14
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		15
Item 6.	Selected Financial Data		17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		27
Item 8.	Financial Statements and Supplementary Data		28
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure		52
Item 9A.	Controls and Procedures		52
Item 9B.	Other Information		54
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		54
Item 11.	Executive Compensation		57
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		71
Item 13.	Certain Relationships and Related Transactions, and Director Independence		73
Item 14.	Principal Accountant Fees and Services		74
PART IV
Item 15.	Exhibits and Financial Statement Schedules		76

Forward-Looking Information

This Annual Report on Form 10-K (“Report”) contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are based on management’s beliefs and assumptions, as well as information currently available to management. When used in this document, the words “anticipate,” “estimate,” “expect,” and similar expressions are intended to identify forward-looking statements. Although Nicholas Financial, Inc., including its subsidiaries (collectively 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, including but not limited to the risk factors discussed herein under “Item 1A – Risk Factors.” 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 cause actual results to differ materially from those projected in forward-looking statements include fluctuations in the economy, the degree and nature of competition, fluctuations in interest rates, the availability of capital at acceptable rates and terms, demand for consumer financing in the markets served by the Company, the Company’s products and services, increases in the default rates experienced on retail installment sales contracts (“Contracts”), regulatory changes in the Company’s existing and future markets, the Company’s intentions regarding strategic alternatives, and the Company’s ability to expand its business, including its ability to identify and 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 as of the date of filing of this Report, and the Company assumes no obligation to update any such forward-looking statement. Prospective investors should also consult the risk factors described from time to time in the Company’s filings made with the US Securities and Exchange Commission (“SEC”), including its reports on Forms 10-Q, 8-K and 10-K and annual reports to shareholders.

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PART I

Item 1. Business

General

Nicholas Financial, Inc. (“Nicholas Financial-Canada”) is a Canadian holding company incorporated under the laws of British Columbia in 1986. The business activities of Nicholas Financial-Canada are conducted through its two wholly-owned subsidiaries formed pursuant to the laws of the State of Florida, Nicholas Financial, Inc. (“Nicholas Financial”) and Nicholas Data Services, Inc. (“NDS”). Nicholas Financial is a specialized consumer finance company engaged primarily in acquiring and servicing Contracts for purchases of new and used automobiles and light trucks. To a lesser extent, Nicholas Financial also makes direct loans and sells consumer-finance related products. NDS is engaged in supporting and updating industry-specific computer application software for small businesses located primarily in the Southeast United States. Nicholas Financial’s financing activities accounted for more than 99% of the Company’s consolidated revenues for each of the fiscal years ended March 31, 2013, 2012 and 2011, respectively. NDS’s activities accounted for less than 1% of consolidated revenues during the same periods.

Nicholas Financial-Canada, Nicholas Financial and NDS are hereafter collectively referred to as the “Company”. All financial information herein is designated in United States dollars.

The Company’s principal executive offices are located at 2454 McMullen Booth Road, Building C, Clearwater, Florida 33759, and its telephone number is (727) 726-0763.

Available Information

The Company’s filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, definitive proxy statements on Schedule 14A, current reports on Form 8-K, and any amendments to those reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, are made available free of charge through the Investor Relations section of the Company’s Internet website at http://www.nicholasfinancial.com as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. Copies of any materials the Company files with the SEC can also be obtained free of charge through the SEC’s website at http://www.sec.gov, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or by calling the SEC’s Office of Investor Education and Assistance at 1-800-732-0330.

Growth Strategy

The Company’s principal goals are to increase its profitability and its long-term shareholder value through greater penetration in its current markets and controlled geographic expansion into new markets. The Company seeks to expand its automobile financing program in the fifteen states — Alabama, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Maryland, Michigan, Missouri, North Carolina, Ohio, South Carolina, Tennessee and Virginia — in which it currently operates by increasing the business generated at its existing branch locations and by targeting certain geographic locations within these states where it believes there is a sufficient market for its automobile financing program. The Company’s strategy is to monitor these markets and ultimately decide if and where it will open additional branch locations. During fiscal 2013, the Company opened four new branches. The Company is opening one additional branch during the first quarter of fiscal 2014. The Company has not closed any branches since the beginning of fiscal 2013. The Company will continue to evaluate any branch locations that do not meet its minimum profitability targets and may elect to close one or more of these branches in the future. As of the date of this Report, the Company has no plans to close any branches within the fiscal year ending March 31, 2014, although no assurances can be given that it will not do so. The Company also continues to analyze other markets in states in which it does not currently operate for expansion opportunities. Although the Company has not made any bulk purchases of Contracts in well over a decade, if the opportunity arises, the Company may consider possible acquisitions of portfolios of seasoned Contracts from dealers in bulk transactions as a means of further penetrating its existing markets or expanding its presence in targeted geographic locations. The Company cannot provide any assurances, however, that it will be able to further expand in either its current markets or any targeted new markets.

The Company is currently licensed to provide direct consumer loans in Florida and North Carolina. In addition, the Company continues to analyze the direct loan market in Ohio for possible future expansion into such market. The Company does not have any current plans to expand its strategy of soliciting current customers and expects total direct loans to remain approximately 2% of its total portfolio.

2

Automobile Finance Business – Contracts

The Company is engaged in the business of providing financing programs, primarily on behalf of purchasers of new and used cars and light trucks who meet the Company’s credit standards, but who do not meet the credit standards of traditional lenders, such as banks and credit unions, because of the age of the vehicle being financed or the customer’s job instability or credit history. Unlike traditional lenders, which look primarily to the credit history of the borrower in making lending decisions and typically finance new automobiles, the Company is willing to purchase Contracts for purchases made by borrowers who do not have a good credit history and for older model and high mileage automobiles. In making decisions regarding the purchase of a particular Contract, the Company considers the following factors related to the borrower: place and length of residence; current and prior job status; history in making installment payments for automobiles; current income; and credit history. In addition, the Company examines its prior experience with Contracts purchased from the dealer from which the Company is purchasing the Contract, and the value of the automobile in relation to the purchase price and the term of the Contract.

The Company’s automobile finance programs are currently conducted in fifteen states through a total of 64 branch offices, consisting of nineteen in Florida, eight in Ohio, six in each of North Carolina and Georgia, three in each of Alabama, Kentucky, Indiana, Missouri, Michigan, and Tennessee, two in each of South Carolina and Virginia, and one in each of Maryland, Illinois and Kansas. As of March 31, 2013 the Company had non-exclusive agreements with approximately 4,000 dealers, of which approximately 1,600 are active, for the purchase of individual Contracts that meet the Company’s financing criteria. The Company considers a dealer agreement to be active if the Company has purchased a Contract thereunder in the last six months. Each dealer agreement requires the dealer to originate Contracts in accordance with the Company’s guidelines. Once a Contract is purchased by the Company the dealer is no longer involved in the relationship between the Company and the borrower, other than through the existence of limited representations and warranties of the dealer in favor of the Company.

A customer under a Contract typically makes a down payment, in the form of cash or trade-in, ranging from 5% to 35% of the sale price of the vehicle financed. The balance of the purchase price of the vehicle plus taxes, title fees and, if applicable, premiums for extended service Contracts, credit disability insurance and/or credit life insurance, are generally financed over a period of 12 to 72 months. Credit disability insurance coverage enables the customer to make required payments under the Contract in the event the borrower becomes unable to work because of illness or accident and credit life insurance pays the borrower’s obligations under the Contract upon his or her death.

The Company purchases a Contract from an automobile dealer at a negotiated price that is less than the original principal amount being financed (the dealer discount) by the purchaser of the automobile. The amount of the dealer discount depends upon factors such as the age and value of the automobile and the creditworthiness of the customer. The Company will pay more (i.e., purchase the Contract at a smaller discount from the original principal amount) for Contracts as the credit risk of the customer improves. In certain markets, competition more significantly impacts the discount that the Company can charge. To date, the Contracts purchased by the Company have been purchased at discounts that range from 1% to 15% of the original principal amount of each Contract. In addition to the discount, the Company charges the dealer a processing fee of $75 per Contract purchased. As of March 31, 2013, the Company’s loan portfolio consisted exclusively of Contracts purchased without recourse to the dealer. Although all of the Contracts in the Company’s loan portfolio were acquired without recourse, each dealer remains potentially liable to the Company for breaches of certain representations and warranties made by the dealer with respect to compliance with applicable federal and state laws and valid title to the vehicle.

The Company’s policy is to only purchase a Contract after the dealer has provided the Company with the requisite proof that the Company has a first priority lien on the financed vehicle (or the Company has, in fact, perfected such first priority lien), that the customer has obtained the required collision insurance naming the Company as loss payee and that the Contract has been fully and accurately completed and validly executed. Once the Company has received and approved all required documents, it pays the dealer for the Contract and commences servicing the Contract.

The Company requires the owner of the vehicle to obtain and maintain collision insurance, naming the Company as the loss payee, with a deductible of not more than $1,000. Both the Company and the dealers offer purchasers of vehicles certain other “add-on products.” These products are offered by the dealer on behalf of the Company or on behalf of the dealership at the time of sale. They consist of a roadside assistance plan, extended warranty protection, gap insurance, credit life insurance, credit accident and health insurance. If the purchaser so desires, the cost of these products may be included in the amount financed under the Contract.

3

Contract Procurement

The Company currently purchases Contracts in the states listed in the table below. The Contracts purchased by the Company are predominately for used vehicles; for the periods shown below, less than 1% were for new vehicles. The average model year collateralizing the portfolio as of March 31, 2013 was a 2005 vehicle. The dollar amounts shown in the table below represent the Company’s finance receivables, net of unearned interest on Contracts purchased:

	Maximum allowable	Fiscal year ended March 31,
State	interest rate (1)	2013		2012		2011
Alabama	(2)	$	5,232,553	$	6,783,484	$	5,492,379
Florida	18-30%(3)		46,553,346		43,651,078		48,498,785
Georgia	18-30%(3)		15,982,075		16,614,136		16,122,285
Illinois	(2)		3,598,494		3,397,116		901,154
Indiana	21%		8,382,587		9,476,794		9,402,834
Kansas	(2)		1,455,404		524,647		—
Kentucky	18-25%(3)		8,670,180		8,548,743		9,817,729
Maryland	24%		2,017,568		1,636,236		1,750,863
Michigan	25%		4,626,532		5,842,652		5,775,566
Missouri	(2)		4,582,994		5,053,896		1,052,326
North Carolina	18-29%(3)		14,955,884		13,558,091		14,621,001
Ohio	25%		21,423,125		19,707,139		20,626,860
South Carolina	(2)		3,739,387		2,981,626		3,052,435
Tennessee	(2)		5,300,795		4,712,364		5,621,920
Virginia	(2)		5,219,885		3,833,685		4,414,838
Total		$	151,740,809	$	146,321,687	$	147,150,975

(1) The maximum allowable interest rates by state are subject to change and are governed by the individual states the Company conducts business in.

(2) None of these states currently imposes a maximum allowable interest rate with respect to the types and sizes of Contracts the Company purchases. The maximum rate which the Company will typically charge any customer in each of these states is 30% per annum.

(3) The maximum allowable interest rate in each of these states varies depending upon the model year of the vehicle being financed. In addition, Georgia does not currently impose a maximum allowable interest rate with respect to Contracts over $5,000.

The following table presents selected information on Contracts purchased by the Company, net of unearned interest:

	Fiscal year ended March 31,
Contracts	2013			2012			2011
Purchases	$	151,740,809		$	146,321,687		$	147,150,975
Weighted APR		23.28	%		23.82	%		23.57	%
Average dealer discount		8.54	%		9.23	%		9.55	%
Weighted average term (months)		50			49			49
Average loan	$	10,260		$	9,873		$	9,804
Number of contracts		14,789			14,820			15,009

4

Direct Loans

The Company currently originates direct loans in Florida and North Carolina. Direct loans are loans originated directly between the Company and the consumer. These loans are typically for amounts ranging from $1,000 to $9,000 and are generally secured by a lien on an automobile, watercraft or other permissible tangible personal property. The average loan made to date by the Company had an initial principal balance of approximately $3,000. The Company does not expect the average loan size to increase significantly within the foreseeable future. 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. The Company does not have a direct loan license in Alabama, Illinois, Indiana, Kansas, Kentucky, Maryland, Michigan, Missouri, Ohio, South Carolina, Tennessee or Virginia, and none is presently required in Georgia (as long as the direct loan is greater than $3,000). The Company is currently not pursuing direct loans in Georgia. Typically, the Company allows for a seasoning process to occur in a new market prior to determining whether to pursue a direct loan license there. The Company is currently analyzing the direct loan market in Ohio and may pursue a direct loan license there. The Company does not expect to pursue a direct loan license in any other state during the fiscal year ending March 31, 2014. The size of the loan and maximum interest rate that can be charged vary from state to state. 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. The Company’s direct loan program was implemented in April 1995 and currently accounts for approximately 2% of the Company’s annual consolidated revenues. As of March 31, 2013, 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.

In connection with its direct loan program, the Company also makes available credit disability and credit life insurance coverage to customers through an unaffiliated third-party insurance carrier. Customers in approximately 78% of the 2,603 direct loan transactions outstanding as of March 31, 2013 had elected to purchase third-party insurance coverage made available by the Company. The cost of this insurance is included in the amount financed by the customer.

The following table presents selected information on direct loans originated by the Company, net of unearned interest:

	Fiscal year ended March 31,
Direct loan originations	2013			2012			2011
Originations	$	8,336,903		$	5,993,992		$	4,723,871
Weighted APR		26.27	%		26.63	%		26.52	%
Weighted average term (months)		28			25			24
Average loan	$	3,319		$	2,961		$	2,856
Number of contracts		2,512			2,024			1,654

Underwriting Guidelines

The Company’s typical customer has a credit history that fails to meet the lending standards of most banks and credit unions. Among the credit problems experienced by the Company’s customers that resulted in a poor credit history are: unpaid revolving credit card obligations; unpaid medical bills; unpaid student loans; prior bankruptcy; and evictions for nonpayment of rent. The Company believes that its customer profile is similar to that of its direct competitors.

Prior to its approval of the purchase of a Contract, the Company is provided with a standardized credit application completed by the consumer which contains information relating to the consumer’s background, employment, and credit history. The Company also obtains credit reports from Equifax, Experian and/or TransUnion, which are independent credit reporting services. The Company verifies the consumer’s employment history, income and residence. In most cases, consumers are interviewed via telephone by a Company application processor. The Company also considers the customer’s prior payment history with the Company, if any, as well as the collateral value of the vehicle being financed.

The Company has established internal buying guidelines to be used by its Branch Managers and internal underwriters when purchasing Contracts. Any Contract that does not meet these guidelines must be approved by the senior management of the Company. The Company currently has District Managers charged with managing the specific branches in a defined geographic area. In addition to a variety of administrative duties, the District Managers are responsible for monitoring their assigned branches’ compliance with the Company’s underwriting standards.

The Company uses essentially the same criteria in analyzing a direct loan as it does in analyzing the purchase of a Contract. Lending decisions regarding direct loans are made based upon a review of the customer’s loan application, credit history, job stability, income, in-person interviews with a Company loan officer and the value of the collateral offered by the borrower to secure the loan. To date, since the majority of the Company’s direct loans have been made to individuals whose automobiles have been financed by the Company, the customer’s payment history under his or her existing or past Contract is a significant factor in the lending decision.

5

After reviewing the information included in the Contract or direct loan application and taking the other factors into account, a Company employee categorizes the customer using internally developed credit classifications of “1,” indicating higher creditworthiness, through “6,” indicating lower creditworthiness. Contracts are financed for individuals who fall within all six acceptable rating categories utilized, “1” through “6”. Usually a customer who falls within the two highest categories (i.e., “1” or “2”) is purchasing a two to four-year old, low mileage used automobile from the inventory of a new car or franchise dealer, while a customer in any of the three lowest categories (i.e., “4,” “5,” or “6”) is purchasing an older, high mileage automobile from an independent used automobile dealer.

The Company utilizes its Loss Prevention and Recovery Department (the “LPR”) to perform on-site audits of branch compliance with Company underwriting guidelines. LPR audits Company branches on a schedule that is variable depending on the size of the branch, length of time a branch has been open, current tenure of the Branch Manager, previous branch audit score and current and historical branch profitability. LPR reports directly to the Accounting and Administrative Management of the Company. The Company believes that an independent review and audit of its branches that is not tied to the sales function of the Company is imperative in order to assure the information obtained is impartial.

Monitoring and Enforcement of Contracts

The Company requires each customer under a Contract to obtain and maintain collision insurance covering damage to the vehicle. Failure to maintain such insurance constitutes a default under the Contract, and the Company may, at its discretion, repossess the vehicle. To reduce potential loss due to insurance lapse, the Company has the contractual right to force place its own collateral protection insurance policy, which covers loss due to physical damage to a vehicle not covered by any insurance policy of the customer.

The Company’s Management Information Services personnel maintain a number of reports to monitor compliance by customers with their obligations under Contracts and direct loans made by the Company. These reports may be accessed on a real-time basis throughout the Company by management personnel, including Branch Managers and staff, at computer terminals located in the main office and each branch office. These reports include delinquency aging reports, customer promises reports, vehicle information reports, purchase reports, dealer analysis reports, static pool reports, and repossession reports.

A delinquency report is an aging report that provides basic information regarding each account and indicates accounts that are past due. The report includes information such as the account number, address of the customer, home and work phone numbers of the customer, original term of the Contract, number of remaining payments, outstanding balance, due dates, date of last payment, number of days past due, scheduled payment amount, amount of last payment, total past due, and special payment arrangements or agreements.

Any account that is less than 120 days old is included on the delinquency report on the first day that the Contract is contractually past due. Once an account becomes 30 days past due, repossession proceedings are implemented unless the customer provides the Company with an acceptable explanation for the delinquency and displays a willingness and the ability to make the payment, and commits to a plan to return the account to current status. When an account is 60 days past due, the Company ceases recognition of income on the Contract and repossession proceedings are initiated. At 120 days delinquent, if the vehicle has not yet been repossessed, the account is written off. Once a vehicle has been repossessed, the related loan balance no longer appears on the delinquency report. Instead, the vehicle appears on the Company’s repossession report and is sold, either at auction or to an automobile dealer.

When an account becomes delinquent, the Company immediately contacts the customer to determine the reason for the delinquency and to determine if appropriate arrangements for payment can be made. If payment arrangements acceptable to the Company can be made, the information is entered in its database and is used to generate a “Promises Report,” which is utilized by the Company’s collection staff for account follow up.

The Company prepares a repossession report that provides information regarding repossessed vehicles and aids the Company in disposing of repossessed vehicles. In addition to information regarding the customer, this report provides information regarding the date of repossession, date the vehicle was sold, number of days it was held in inventory prior to sale, year, make and model of the vehicle, mileage, payoff amount on the Contract, NADA book value, Black Book value, suggested sale price, location of the vehicle, original dealer and condition of the vehicle, as well as notes other information that may be helpful to the Company.

The Company also prepares a dealer analysis report that provides information regarding each dealer from which it purchases Contracts. This report allows the Company to analyze the volume of business done with each dealer and the terms on which it has purchased Contracts from such dealer.

The Company’s policy is to aggressively pursue legal remedies to collect deficiencies from customers. Oral requests for payment are made beginning when an account becomes 11 days delinquent. When an account becomes 30 days delinquent and the customer has not made payment arrangements acceptable to the Company or has failed to respond to the requests for payment, a repossession request form is prepared by the responsible branch office employee for approval by the Branch Manager for the vicinity in which the borrower lives. Once the repossession request has been approved, first by the Branch Manager and second by the applicable District

6

Manager, it must then be approved by the Director of Loss Recovery. The repossessor delivers the vehicle to a secure location specified by the Company. The Company maintains relationships with several licensed repossession firms that repossess vehicles for fees that range from $250 to $500 for each vehicle repossessed. As required by Alabama, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Maryland, Michigan, Missouri, North Carolina, Ohio, South Carolina, Tennessee and Virginia law, the customer is notified by certified letter that the vehicle has been repossessed and what the customer needs to do in order to regain their vehicle.

The minimum requirement for return of the vehicle is payment of all past due amounts under the Contract and all expenses associated with the repossession incurred by the Company. If satisfactory arrangements for return of the vehicle are not made within the statutory period, the Company then sends title to the vehicle to the applicable state title transfer department, which then registers the vehicle in the name of the Company. The Company then either sells the vehicle to a dealer or has it transported to an automobile auction for sale. On average, approximately 30 days lapse between the time the Company takes possession of a vehicle and the time it is sold to a dealer or at auction. When the Company determines that there is a reasonable likelihood of recovering part or all of any deficiency against the customer under the Contract, it pursues legal remedies available to it, including lawsuits, judgment liens and wage garnishments. Historically, the Company has recovered approximately 10-17% of deficiencies from such customers. Proceeds from the disposition of the vehicles are not included in calculating the foregoing percentage range.

Marketing and Advertising

The Company’s Contract marketing efforts currently are directed exclusively toward automobile dealers. The Company attempts to meet dealers’ needs by offering highly-responsive, cost-competitive and service-oriented financing programs. The Company relies on its District and Branch Managers to solicit agreements for the purchase of Contracts with automobile dealers located within a 25-mile radius of each branch office. The Branch Manager provides dealers with information regarding the Company and the general terms upon which the Company is willing to purchase Contracts. The Company presently has no plans to implement any other forms of advertising, such as radio or newspaper advertisements, for the purchase of Contracts

The Company solicits customers under its direct loan program primarily through direct mailings, followed by telephone calls to individuals who have a good credit history with the Company in connection with Contracts purchased by the Company.

Computerized Information System

The Company utilizes integrated computer systems developed by NDS to assist in responding to customer inquiries and to monitor the performance of its Contract and direct loan portfolio and the performance of individual customers under Contracts. All Company personnel are provided with real-time access to information from a single shared database. The Company has created specialized programs to automate the tracking of Contracts and direct loans from inception. The Company’s computer network encompasses both its corporate headquarters and its branch office locations. See “Monitoring and Enforcement of Contracts” above for a summary of the different reports prepared by the Company.

Competition

The consumer finance industry is highly fragmented and highly competitive. There are numerous financial service companies that provide consumer credit in the markets served by the Company, including banks, other consumer finance companies, and captive finance companies owned by automobile manufacturers and retailers. Many of these companies have significantly greater resources than the Company. The Company does not believe that increased competition for the purchase of Contracts will cause a material reduction in the interest rate payable by an individual purchaser of an automobile for the foreseeable future. However, increased competition for the purchase of Contracts will enable automobile dealers to shop for the best price, thereby giving rise to erosion in the dealer discount from the initial principal amounts at which the Company would be willing to purchase Contracts. In addition, competition generally results in the purchase of lower credit quality Contracts, though these Contracts are still acceptable under the Company’s underwriting guidelines.

The Company’s target market consists of persons who are generally unable to obtain traditional used car financing because of their credit history or the vehicle’s mileage or age. The Company has been able to expand its automobile finance business in the non-prime credit market by offering to purchase Contracts on terms that are competitive with those of other companies which purchase automobile receivables in that market segment. Because of the daily contact that many of its employees have with automobile dealers located throughout the market areas served by it, the Company is generally aware of the terms upon which its competitors are offering to purchase Contracts. The Company’s policy is to modify its terms, if necessary, to remain competitive. However, the Company generally will not sacrifice credit quality, its purchasing criteria or prudent business practices in order to meet the competition.

The Company’s ability to compete effectively with other companies offering similar financing arrangements depends upon the Company maintaining close business relationships with dealers of new and used vehicles. No single dealer out of the approximately 1,600 dealers that the Company currently has active Contractual relationships with accounted for over 1% of its business volume for any of the fiscal years ended March 31, 2013, 2012 or 2011.

7

Regulation

The Company’s financing operations are subject to regulation, supervision and licensing under various federal, state and local statutes and ordinances. Additionally, the procedures that the Company must follow in connection with the repossession of vehicles securing Contracts are regulated by each of the states in which the Company does business. To date, the Company’s operations have been conducted exclusively in the states of Alabama, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Maryland, Michigan, Missouri, North Carolina, Ohio, South Carolina, Tennessee and Virginia. Accordingly, the laws of such states, as well as applicable federal law, govern the Company’s operations. Compliance with existing laws and regulations has not had a material adverse effect on the Company’s operations to date. The Company’s management believes that the Company maintains all requisite licenses and permits and is in material compliance with all applicable local, state and federal laws and regulations. The Company periodically reviews its branch office practices in an effort to ensure such compliance. The following constitute certain of the existing federal, state and local statutes and ordinances with which the Company must comply:

• State consumer regulatory agency requirements. Pursuant to state regulations, on-site audits are conducted of each of the Company’s branches located within Florida, Alabama, Illinois, Indiana, Michigan and Missouri to monitor compliance with applicable regulations. These regulations include, but are not limited to: licensure requirements; requirements for maintenance of proper records; payment of required fees; maximum interest rates that may be charged on loans to finance used vehicles; and proper disclosure to customers regarding financing terms. Pursuant to North Carolina law, the Company’s direct loan activities in that state are subject to similar periodic on-site audits by the North Carolina Office of the Commissioner of Banks.

• State licensing requirements. The Company maintains a Sales Finance Company License with the Florida Department of Banking and Finance, as well as consumer loan licenses in Florida and North Carolina. In addition, each of the dealers that the Company does business with is required to maintain a Retail Installment Seller’s License with each state in which it operates.

• Fair Debt Collection Practices Act. The Fair Debt Collection Practices Act (“FDCPA”) and applicable state law counterparts prohibit the Company from contacting customers during certain times and at certain places, from using certain threatening practices and from making false implications when attempting to collect a debt.

• Truth in Lending Act. The Truth in Lending Act (“TILA”) requires the Company and the dealers it does business with to make certain disclosures to customers, including the terms of repayment, the total finance charge and the annual percentage rate charged on each Contract or direct loan.

• Equal Credit Opportunity Act. The Equal Credit Opportunity Act (“ECOA”) prohibits creditors from discriminating against loan applicants on the basis of race, color, sex, age or marital status. Pursuant to Regulation B promulgated under the ECOA, creditors are required to make certain disclosures regarding consumer rights and advise consumers whose credit applications are not approved of the reasons for the rejection.

• Fair Credit Reporting Act. The Fair Credit Reporting Act (“FCRA”) requires the Company to provide certain information to consumers whose credit applications are not approved on the basis of a report obtained from a consumer-reporting agency.

• Gramm-Leach-Bliley Act. The Gramm-Leach-Bliley Act (“GLBA”) requires the Company to maintain privacy with respect to certain consumer data in its possession and to periodically communicate with consumers on privacy matters.

• Soldiers’ and Sailors’ Civil Relief Act. The Soldiers’ and Sailors’ Civil Relief Act requires the Company to reduce the interest rate charged on each loan to customers who have subsequently joined, enlisted, been inducted or called to active military duty.

• Electronic Funds Transfer Act. The Electronic Funds Transfer Act (“EFTA”) prohibits the Company from requiring its customers to repay a loan or other credit by electronic funds transfer (“EFT”), except in limited situations which do not apply to the Company. The Company is also required to provide certain documentation to its customers when an EFT is initiated and to provide certain notifications to its customers with regard to preauthorized payments.

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• Telephone Consumer Protection Act. The Telephone Consumer Protection Act prohibits telephone solicitation calls to a customer’s home before 8 a.m. or after 9 p.m. In addition, if the Company makes a telephone solicitation call to a customer’s home, the representative making the call must provide his or her name, the Company’s name, and a telephone number or address at which the Company’s representative may be contacted. The Telephone Consumer Protection Act also requires that the Company maintain a record of any requests by customers not to receive future telephone solicitations, which must be maintained for five years.

• Bankruptcy. Federal bankruptcy and related state laws may interfere with or affect the Company’s ability to recover collateral or enforce a deficiency judgment.

• Dodd-Frank Wall Street Reform and Consumer Protection Act 0f 2010 (“Dodd-Frank Act”). Title X of the Dodd-Frank Act created the Consumer Financial Protection Bureau (“CFPB”), which, effective as of July 21, 2011, has the authority to issue and enforce regulations under the federal “enumerated consumer laws,” including (subject to certain statutory limitations) FDCPA, TILA, ECOA, FCRA, GLBA and EFTA.

Employees

The Company’s management and various support functions are centralized at the Company’s Corporate Headquarters in Clearwater, Florida. As of March 31, 2013 the Company employed a total of 321 persons, 3 of whom work for NDS and 318 of whom work for Nicholas Financial. None of the Company’s employees are subject to a collective bargaining agreement, and the Company considers its relations with its employees generally to be good.

Item 1A. Risk Factors

The following factors, as well as other factors not set forth below, may adversely affect the business, operations, financial condition or results of operations of the Company (sometimes referred to in this section as “we” “us” or “our”).

We operate in a competitive market.

The non-prime consumer-finance industry is highly competitive. There are numerous financial service companies that provide consumer credit in the markets served by us, including banks, credit unions, other consumer finance companies and captive finance companies owned by automobile manufacturers and retailers. Many of these competitors have substantially greater financial resources than us. In addition, our competitors often provide financing on terms more favorable to automobile purchasers or dealers than we offer. Many of these competitors also have long-standing relationships with automobile dealerships and may offer dealerships or their customers other forms of financing, including dealer floor-plan financing and leasing, which are not provided by us. Providers of non-prime consumer financing have traditionally competed primarily on the basis of:

• interest rates charged;

• the quality of credit accepted;

• the flexibility of loan terms offered; and

• the quality of service provided.

Our ability to compete effectively with other companies offering similar financing arrangements depends on our ability to maintain close relationships with dealers of new and used vehicles. We may not be able to compete successfully in this market or against these competitors.

We have focused on a segment of the market composed of consumers who typically do not meet the more stringent credit requirements of traditional consumer financing sources and whose needs, as a result, have not been addressed consistently by such financing sources. When new and/or existing providers of consumer financing undertake significantly greater efforts to penetrate our targeted market segment, we may have to reduce our interest rates and fees in order to maintain our market share. Any reduction in our interest rates, fees or dealer discount rates could have a material adverse impact on our profitability or financial condition.

Our profitability and future growth depend on our continued access to bank financing.

The profitability and growth of our business currently depend on our ability to access bank debt at competitive rates. We currently depend on a $150.0 million line of credit facility with a financial institution to finance a large portion of our purchases of Contracts and fund our direct loans. This line of credit currently has a maturity date of November 30, 2014 and is secured by substantially all our assets. At March 31, 2013, we had approximately $125.5 million outstanding under the line of credit and approximately $24.5 million available for additional borrowing.

The availability of our credit facility depends, in part, on factors outside of our control, including regulatory capital treatment for unfunded bank lines of credit and the availability of bank loans in general. Therefore, we cannot guarantee that this credit facility will continue to be available beyond the current maturity date on reasonable terms or at all. If we are unable to renew or replace our credit facility or find alternative financing at reasonable rates, we may be forced to liquidate. We will continue to depend on the availability of our line of credit, together with cash from operations, to finance our future operations.

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The terms of our indebtedness impose significant restrictions on us.

Our existing outstanding indebtedness restricts our ability to, among other things:

• sell or transfer assets;

• incur additional debt;

• repay other debt;

• make certain investments or acquisitions;

• repurchase or redeem capital stock;

• engage in mergers or consolidations; and

• engage in certain transactions with subsidiaries and affiliates.

In addition, our line of credit facility requires us to comply with certain financial ratios and covenants and to satisfy specified financial tests, including maintenance of asset quality and portfolio performance tests. The need to comply with such covenants and other provisions could impact our ability to pay dividends to our shareholders. Moreover, our ability to continue to meet those financial ratios and tests could be affected by events beyond our control. Failure to meet any of these covenants, financial ratios or financial tests could result in an event of default under our line of credit facility. If an event of default occurs under this credit facility, our lenders may take one or more of the following actions:

• increase our borrowing costs;

• restrict our ability to obtain additional borrowings under the facility;

• accelerate all amounts outstanding under the facility; or

• enforce their interest against collateral pledged under the facility.

If our lender accelerates our debt payments, our assets may not be sufficient to fully repay the debt.

We will require a significant amount of cash to service our indebtedness and meet our other liquidity needs.

Our ability to make payments on or to refinance our indebtedness and to fund our operations and planned capital expenditures depends on our future operating performance. Our primary cash requirements include the funding of:

• Contract purchases and direct loans;

• interest payments under our line of credit facility and other indebtedness;

• capital expenditures for technology and facilities;

• ongoing operating expenses;

• planned expansions by opening additional branch offices; and

• any required income tax payments.

In addition, because we expect to continue to require substantial amounts of cash for the foreseeable future, we may seek additional debt or equity financing. The type, timing and terms of the financing we select will be dependent upon our cash needs, the availability of other financing sources and the prevailing conditions in the financial markets. There is no assurance that any of these sources will be available to us at any given time or that the terms on which these sources may be available will be favorable. Our inability to obtain such additional financing on reasonable terms could adversely impact our ability to grow.

Our high level of indebtedness could have important consequences for our business. For example,

• we may be unable to satisfy our obligations under our outstanding indebtedness;

• we may find it more difficult to fund future working capital, capital expenditures, acquisitions, and general corporate needs;

• we may have to dedicate a substantial portion of our cash resources to the payments on our outstanding indebtedness, thereby reducing the funds available for operations and future business opportunities; and

• we may be more vulnerable to adverse general economic and industry conditions.

Our ability to make payments on, or to refinance, our indebtedness will depend on our future operating performance, including our ability to access additional debt and equity financing, which to a certain extent, is subject to economic, financial, competitive and other factors beyond our control. If new debt is added to our current levels, the risks described above could intensify.

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We may experience high delinquency rates in our loan portfolios, which could reduce our profitability.

Our profitability depends, to a material extent, on the performance of Contracts that we purchase. Historically, we have experienced higher delinquency rates than traditional financial institutions because a large portion of our loans are to non-prime borrowers, who are unable to obtain financing from traditional sources due to their credit history. Although we attempt to mitigate these high credit risks with our underwriting standards and collection procedures, these standards and procedures may not offer adequate protection against the risk of default, especially in periods of economic uncertainty and high unemployment such as have existed over much of the past few years. In the event of a default, the collateral value of the financed vehicle usually does not cover the outstanding loan balance and costs of recovery. Higher than anticipated delinquencies and defaults on our Contracts would reduce our profitability.

In addition, in the event we were to make any bulk purchases of seasoned Contracts, we may experience higher than normal delinquency rates with respect to these loan portfolios due to our inability to apply our underwriting standards to each loan comprising the acquired portfolios. We would similarly attempt to mitigate the high credit risks associated with these loans, although no assurances can be given that we would be able to do so.

We depend upon our relationships with our dealers.

Our business depends in large part upon our ability to establish and maintain relationships with reputable dealers who originate the Contracts we purchase. Although we believe we have been successful in developing and maintaining such relationships, such relationships are not exclusive, and many of them are not longstanding. There can be no assurances that we will be successful in maintaining such relationships or increasing the number of dealers with whom we do business, or that our existing dealer base will continue to generate a volume of Contracts comparable to the volume of such Contracts historically generated by such dealers.

Our success depends upon our ability to implement our business strategy.

Our financial position depends on management’s ability to execute our business strategy. Key factors involved in the execution of our business strategy include achievement of the desired Contract purchase volume, the use of effective risk management techniques and collection methods, continued investment in technology to support operating efficiency, and continued access to significant funding and liquidity sources. Our failure or inability to execute any element of our business strategy could materially adversely affect our business and financial condition.

Our business is highly dependent upon general economic conditions.

We are subject to changes in general economic conditions that are beyond our control. During periods of economic slowdown or high unemployment, such as has existed for much of the past few years, delinquencies, defaults, repossessions and losses generally increase, absent offsetting factors such as decreased competition. These periods also may be accompanied by decreased consumer demand for automobiles and declining values of automobiles securing outstanding loans, which weakens collateral coverage on our loans and increases the amount of a loss we would experience in the event of default. Because we focus on non-prime borrowers, the actual rates of delinquencies, defaults, repossessions and losses on these loans are higher than those experienced in the general automobile finance industry and could be more dramatically affected by a general economic downturn. In addition, during an economic slowdown or recession, our servicing costs may increase without a corresponding increase in our servicing income. While we seek to manage the higher risk inherent in loans made to non-prime borrowers through our underwriting criteria and collection methods, no assurances can be given that these criteria or methods will afford adequate protection against these risks. Any sustained period of increased delinquencies, defaults, repossessions or losses or increased servicing costs could materially adversely affect our business and financial condition.

Recent economic developments may adversely affect our business and financial condition.

Over the past several years, the United States has experienced a period of economic uncertainty and high unemployment that may adversely affect our business and financial condition. High unemployment and a continued lack of available credit could result in higher delinquencies and losses than we would otherwise experience.

Additionally, fluctuating gasoline prices, unstable real estate values, resets of adjustable rate mortgages and other factors have adversely impacted consumer confidence and disposable income. These conditions have increased loss frequency, decreased consumer demand for automobiles and could possibly weaken collateral values on certain types of vehicles. Because we focus predominately on sub-prime borrowers, the actual rates of delinquencies, defaults, repossessions and losses on Contracts are higher than those experienced in the general automobile finance industry and have been materially affected by the recent economic downturn. If economic and credit conditions do not continue to improve, our business and financial condition could be adversely affected.

The auction proceeds we receive from the sale of repossessed vehicles and other recoveries are subject to fluctuation due to economic and other factors beyond our control.

If we repossess a vehicle securing a Contract, we typically have it transported to an automobile auction for sale. Auction proceeds from the sale of repossessed vehicles and other recoveries are usually not sufficient to cover the outstanding balance of the Contract, and the resulting deficiency is charged off. In addition, there is, on average, approximately a 30-day lapse between the time we repossess a vehicle and the time it is sold by a dealer or at auction. The proceeds we receive from such sales depend upon various factors, including the supply of, and demand for, used vehicles at the time of sale. Such supply and demand are dependent on many

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factors. For example, the Consumer Assistance to Recycle and Save Act of 2009, which provided incentives to replace older vehicles with new, fuel-efficient vehicles in the second half of 2009, resulted in a temporary reduction in the supply of used vehicles, thus temporarily bolstering used automobile prices. At the same time, during periods of economic slowdown or recession, the demand for used cars may soften, resulting in decreased auction proceeds to us from the sale of repossessed automobiles. Furthermore, depressed wholesale prices for used automobiles may result from significant liquidations of rental or fleet inventories, and from increased volume of trade-ins due to promotional financing programs offered by new vehicle manufacturers. Decreased auction proceeds to us resulting from sales of used automobiles at depressed prices will result in losses and, in turn, reduced profitability.

An increase in market interest rates may reduce our profitability.

Our long-term profitability may be directly affected by the level of and fluctuations in interest rates. Sustained, significant increases in interest rates may adversely affect our liquidity and profitability by reducing the interest rate spread between the rate of interest we receive on our Contracts and interest rates that we pay under our outstanding line of credit facility. As interest rates increase, our gross interest rate spread on new originations will generally decline since the rates charged on the Contracts originated or purchased from dealers generally are limited by statutory maximums, restricting our opportunity to pass on increased interest costs. We monitor the interest rate environment and, on occasion, enter into interest rate swap agreements relating to a portion of our outstanding debt. Such agreements effectively convert a portion of our floating-rate debt to a fixed-rate, thus reducing the impact of interest rate changes on our interest expense. During the fiscal year ended March 31, 2012, we had no interest rate swap agreements in place. On June 4, 2012 and July 30, 2012, the Company entered into interest rate swap agreements to convert a portion of its floating rate debt to a fixed rate, more closely matching the interest rate characteristics of finance receivables. The June 4, 2012 agreement provides for a five-year interest rate swap in which the Company pays a fixed rate of 1% and receives payments from the counterparty on the 1-month LIBOR rate. This swap has an effective date of June 13, 2012 and a notional amount of $25 million. The July 30, 2012 agreement provides for a five-year interest rate swap in which the Company pays a fixed rate of 0.87% and receives payments from the counterparty on the 1-month LIBOR rate. This swap has an effective date of August 13, 2012 and a notional amount of $25 million. The changes in the fair value of the interest rate swap agreements (unrealized gains and losses) are recorded in earnings. We will continue to evaluate interest rate swap pricing and we may or may not enter into additional interest rate swap agreements in the future.

Our growth depends upon our ability to retain and attract a sufficient number of qualified employees.

To a large extent, our growth strategy depends on the opening of new offices that focus primarily on purchasing Contracts and making direct loans in markets we have not previously served. Future expansion of our branch office network depends, in part, upon our ability to attract and retain qualified and experienced office managers and the ability of such managers to develop relationships with dealers that serve those markets. We generally do not open a new office until we have located and hired a qualified and experienced individual to manage the office. Typically, this individual will be familiar with local market conditions and have existing relationships with dealers in the area to be served. Although we believe that we can attract and retain qualified and experienced personnel as we proceed with planned expansion into new markets, no assurance can be given that we will be successful in doing so. Competition to hire personnel possessing the skills and experience required by us could contribute to an increase in our employee turnover rate. High turnover or an inability to attract and retain qualified personnel could have an adverse effect on our origination, delinquency, default and net loss rates and, ultimately, our business and financial condition.

The loss of one of our key executives could have a material adverse effect on our business.

Our growth and development to date have been largely dependent upon the services of Peter L. Vosotas, our Chairman of the Board, President and Chief Executive Officer, and Ralph T. Finkenbrink, our Chief Financial Officer and Senior Vice President-Finance. We do not maintain key-man life insurance policies on these executives. Although we believe that we have sufficient additional experienced management personnel to accommodate the loss of any key executive, the loss of services of one or more of these executives could have a material adverse effect on our business and financial condition.

We are subject to risks associated with litigation.

As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things:

• usury laws;

• disclosure inaccuracies;

• wrongful repossession;

• violations of bankruptcy stay provisions;

• certificate of title disputes;

• fraud;

• breach of contract; and

• discriminatory treatment of credit applicants.

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Some litigation against us could take the form of class action complaints by consumers. As the assignee of Contracts originated by dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The damages and penalties claimed by consumers in these types of actions can be substantial. The relief requested by the plaintiffs varies but may include requests for compensatory, statutory and punitive damages. We also are periodically subject to other kinds of litigation typically experienced by businesses such as ours, including employment disputes and breach of contract claims. No assurances can be given that we will not experience material financial losses in the future as a result of litigation or other legal proceedings.

The Dodd-Frank Act authorizes the newly created CFPB to adopt rules that could potentially have a material adverse effect on our operations and financial performance.

Title X of the Dodd-Frank Act established the CFPB, which became operational on July 21, 2011. Under the Dodd-Frank Act, the CFPB has regulatory, supervisory and enforcement powers over providers of consumer financial products, such as Contracts and the direct loans that we offer, including explicit supervisory authority to examine and require registration of installment lenders such as ourselves. Included among the powers afforded to the CFPB is the authority to adopt rules describing specified acts and practices as being “unfair,” “deceptive” or “abusive,” and hence unlawful. Although the Dodd-Frank Act expressly provides that the CFPB has no authority to establish usury limits, some consumer advocacy groups have suggested that certain forms of alternative consumer finance products, such as installment loans, should be a regulatory priority and it is possible that at some time in the future the CFPB could propose and adopt rules making such lending or other products that we may offer materially less profitable or impractical. Further, the CFPB may target specific features of loans by rulemaking that could cause us to cease offering certain products. Any such rules could have a material adverse effect on our business, results of operation and financial condition. The CFPB could also adopt rules imposing new and potentially burdensome requirements and limitations with respect to any of our current or future lines of business, which could have a material adverse effect on our operations and financial performance.

In addition to the Dodd-Frank Act’s grant of regulatory powers to the CFPB, the Dodd-Frank Act gives the CFPB authority to pursue administrative proceedings or litigation for violations of federal consumer financial laws. In these proceedings, the CFPB can obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief) and monetary penalties ranging from $5,000 per day for minor violations of federal consumer financial laws (including the CFPB’s own rules) to $25,000 per day for reckless violations and $1 million per day for knowing violations. If we are subject to such administrative proceedings, litigation, orders or monetary penalties in the future, this could have a material adverse effect on our operations and financial performance. Also, where a company has violated Title X of the Dodd-Frank Act or CFPB regulations under Title X, the Dodd-Frank Act empowers state attorneys general and state regulators to bring civil actions for the kind of cease and desist orders available to the CFPB (but not for civil penalties). If the CFPB or one or more state officials believe we have violated the foregoing laws, they could exercise their enforcement powers in ways that would have a material adverse effect on us.

We are subject to many other laws and governmental regulations, and any material violations of or changes in these laws or regulations could have a material adverse effect on our financial condition and business operations.

Our financing operations are subject to regulation, supervision and licensing under various other federal, state and local statutes and ordinances. Additionally, the procedures that we must follow in connection with the repossession of vehicles securing Contracts are regulated by each of the states in which we do business. The various federal, state and local statutes, regulations, and ordinances applicable to our business govern, among other things:

• licensing requirements;

• requirements for maintenance of proper records;

• payment of required fees to certain states;

• maximum interest rates that may be charged on loans to finance new and used vehicles;

• debt collection practices;

• proper disclosure to customers regarding financing terms;

• privacy regarding certain customer data;

• interest rates on loans to customers;

• telephone solicitation of direct loan customers; and

• collection of debts from loan customers who have filed bankruptcy.

We believe that we maintain all material licenses and permits required for our current operations and are in substantial compliance with all applicable local, state and federal regulations. Our failure, or the failure by dealers who originate the Contracts we purchase, to maintain all requisite licenses and permits, and to comply with other regulatory requirements, could result in consumers having rights of rescission and other remedies that could have a material adverse effect on our financial condition. Furthermore, any changes in applicable laws, rules and regulations, such as the passage of the Dodd-Frank Act and the creation of the CFPB, may make our compliance therewith more difficult or expensive or otherwise materially adversely affect our business and financial condition.

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Our Chief Executive Officer holds a significant percentage of our common stock and may take actions adverse to your interests.

Peter L. Vosotas, our Chairman of the Board, President and Chief Executive Officer, owned approximately 13.6% of our common stock as of June 1, 2013. As a result, he may be able to influence matters requiring shareholder approval, including the election and removal of directors and approval of significant corporate transactions, such as mergers, consolidations and sales of assets. This concentration of ownership could have the effect of delaying, deferring or preventing a change in control or impeding a merger or consolidation, takeover or other business combination, which could cause the market price of our common stock to fall or prevent you from receiving a premium in such transaction.

Our stock is lightly traded, which may limit your ability to resell your shares.

The average daily trading volume of our shares on the NASDAQ Global Select Market for the fiscal year ended March 31, 2013 was approximately 23,487 shares. Thus, our common stock is thinly traded. Thinly traded stock can be more volatile than stock trading in an active public market. Factors such as our financial results, the introduction of new products and services by us or our competitors, and various factors affecting the consumer-finance industry generally may have a significant impact on the market price of our common stock. In recent years, the stock market has experienced a high level of price and volume volatility, and market prices for the stocks of many companies, including ours, have experienced wide price fluctuations that have not necessarily been related to their operating performance. Therefore, our shareholders may not be able to sell their shares at the volumes, prices, or times that they desire.

We may experience problems with our integrated computer systems or be unable to keep pace with developments in technology.

We use various technologies in our business, including telecommunication, data processing, and integrated computer systems. Technology changes rapidly. Our ability to compete successfully with other financing companies may depend on our ability to efficiently and cost-effectively implement technological changes. Moreover, to keep pace with our competitors, we may be required to invest in technological changes that do not necessarily improve our profitability.

We utilize integrated computer systems to respond to customer inquiries and to monitor the performance of our Contract and direct loan portfolios and the performance of individual customers under our Contracts and direct loans. Problems with our systems’ operations could adversely impact our ability to monitor our portfolios or collect amounts due under our Contracts and direct loans, which could have a material adverse effect on our financial condition and results of operations.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The Company leases its Corporate Headquarters and branch office facilities. The Company’s Headquarters, located at 2454 McMullen Booth Road, Building C, in Clearwater, Florida, consist of approximately 15,000 square feet of office space leased at an annual rate of approximately $21.00 per square foot. The current lease relating to this space was renewed in March 2013 and expires in March 2014.

Each of the Company’s 64 branch offices located in Alabama, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Maryland, Michigan, Missouri, North Carolina, Ohio, South Carolina, Tennessee and Virginia consists of approximately 1,200 square feet of office space. These offices are located in office parks, shopping centers or strip malls and are occupied pursuant to leases with an initial term of one to five years at annual rates ranging from approximately $10.00 to $35.00 per square foot. The Company believes that these facilities and additional or alternate space available to it are adequate to meet its needs for the foreseeable future.

Item 3. Legal Proceedings

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

Item 4. Mine Safety Disclosures

Not Applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock trades on the NASDAQ Global Select Market under the symbol “NICK.”

The following table sets forth the high and low sales prices of the Company’s common stock for the fiscal years ended March 31, 2013 and 2012, respectively.

	High		Low
Fiscal year ended March 31, 2013
First Quarter	$	13.60	$	12.07
Second Quarter	$	14.30	$	12.50
Third Quarter	$	14.80	$	11.71
Fourth Quarter	$	15.15	$	12.50
	High		Low
Fiscal year ended March 31, 2012
First Quarter	$	13.61	$	11.40
Second Quarter	$	12.60	$	9.26
Third Quarter	$	12.92	$	9.08
Fourth Quarter	$	14.41	$	12.17

As of June 1, 2013, there were approximately 1,800 holders of record of the Company’s common stock.

During the fiscal year ended March 31, 2013, four quarterly cash dividends and a one-time special cash dividend were declared and paid. On May 2, 2012, the Company’s Board of Directors declared a quarterly cash dividend of $0.10 per share of common stock payable on June 6, 2012. On August 8, 2012, the Company’s Board of Directors declared a quarterly cash dividend of $0.12 per share of common stock paid on September 6, 2012. On November 9, 2012, the Company’s Board of Directors declared a quarterly cash dividend of $0.12 per share of common stock payable on December 6, 2012. On December 11, 2012, the Company’s Board of Directors declared a special dividend of $2.00 per share of common stock payable on December 28, 2012. Finally, on February 19, 2013, the Company’s Board of Directors declared a quarterly cash dividend of $0.12 per share of common stock payable on March 29, 2013. Since our fiscal year ended March 31, 2013, one quarterly dividend has been declared. On May 7, 2013 the Board of Directors announced a quarterly cash dividend of $0.12 per share of common stock, to be paid on June 28, 2013 to shareholders of record as of June 21, 2013. Any payments of future cash dividends and the amounts thereof will be dependent upon the Company’s earnings, financial measurements as described in its current line of credit facility, and other factors deemed relevant by the Board of Directors.

There are no Canadian foreign exchange controls or laws that would affect the remittance of dividends or other payments to the Company’s non-Canadian resident shareholders. There are no Canadian laws that restrict the export or import of capital, other than the Investment Canada Act (Canada), which requires the notification or review of certain investments by non-Canadians to establish or acquire control of a Canadian business. The Company is not a Canadian business as defined under the Investment Canada Act because it has no place of business in Canada, has no individuals employed in Canada in connection with its business, and has no assets in Canada used in carrying on its business.

Canada and the United States of America are signatories to the Convention Between the United States of America and Canada With Respect to Taxes on Income and on Capital (the “Tax Treaty”). The Tax Treaty contains provisions governing the tax treatment of interest, dividends, gains and royalties paid to or received by a person residing in the United States. The Tax Treaty also contains provisions to prevent the occurrence of double taxation, essentially by permitting the taxpayer to claim a tax credit for taxes paid in the foreign jurisdiction.

Dividends paid to the Company from its U.S. subsidiaries’ current and accumulated earnings and profits will be subject to a U.S. withholding tax of 5%. The gross dividends (i.e., before payment of the withholding tax) must be included in the Company’s net income. However, under certain circumstances, the Company may be allowed to deduct the dividends in the calculation of its Canadian taxable income. If the Company has no other foreign (i.e., non-Canadian) non-business income, no relief is available in that case to recover the withholding taxes previously paid.

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A 15% Canadian withholding tax applies to dividends paid by the Company to a U.S. shareholder that is an individual. The U.S. shareholder must include the gross amount of the dividends in his net income to be taxed at the regular rates. In general, a U.S. shareholder can obtain a foreign tax credit for U.S. federal income tax purposes with respect to the Canadian withholding tax on such dividends, but the amount of such credit is subject to a limitation that depends, in part, on the amount of the shareholder’s income and losses from other sources. A U.S. shareholder that is an individual also can elect to claim a deduction (rather than a foreign tax credit) for all non-U.S. income taxes paid by the shareholder during the particular year. U.S. shareholders are urged to consult their own tax advisors regarding the U.S. federal income tax treatment of any Canadian withholding tax imposed on dividends from the Company.

Dividends paid to a corporate U.S. shareholder that owns less than 10% of the Company’s voting shares are also subject to a Canadian withholding tax of 15%.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information, as of March 31, 2013, with respect to compensation plans under which equity securities of the Company were authorized for issuance:

EQUITY COMPENSATION PLAN INFORMATION

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted – Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)		(b)		(c)
Equity Compensation Plans Approved by Security Holders		473,446	$	5.63		157,025
Equity Compensation Plans Not Approved by Security Holders		None		Not Applicable		None
TOTAL		473,446	$	5.63		157,025

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Performance Graph

Set forth below is a graph comparing the cumulative total return on the Company’s Common shares for the five-year period ended March 31, 2013, with that of an overall stock market (NASDAQ Composite) and the Company’s peer group index (Dow Jones US General Financial Index). The stock performance graph assumes that the value of the investment in each of the Company’s Common shares, the NASDAQ Composite Index and the Dow Jones US General Financial Index was $100 on April 1, 2008 and that all dividends were reinvested.

The graph displayed below is presented in accordance with SEC requirements. Shareholders are cautioned against drawing any conclusions from the data contained therein, as past results are not necessarily indicative of future performance. This graph in no way reflects the Company’s forecast of future financial performance.

	04/01/2008		03/31/2009		03/31/2010		03/31/2011		03/31/2012		03/31/2013
Nicholas Financial, Inc.	$	100.00	$	42.46	$	134.96	$	217.51	$	240.51	$	305.94
NASDAQ Composite		100.00		67.07		105.22		122.02		135.65		143.37
Dow Jones US General Financial Index		100.00		46.35		73.29		75.98		77.18		93.82

Item 6. Selected Financial Data

The following tables present selected consolidated financial data of the Company as of and for the fiscal years ended March 31, 2013, 2012, 2011, 2010 and 2009. The selected consolidated financial data have been derived from our consolidated financial statements and have been revised as discussed in Note 2 to our consolidated financial statements included elsewhere in this Report. All historical share and per share amounts have been restated for all periods presented to reflect a 10% stock dividend paid on December 7, 2009 to shareholders of record as of the close of business on November 20, 2009.

You should read the selected consolidated financial data below in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and notes thereto that are included elsewhere in this Report.

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	Fiscal Year ended March 31,
	2013			2012			2011			2010			2009
Statement of Operations Data
Interest income on finance receivables*	$	82,072,643		$	80,470,980		$	73,661,457		$	65,571,587		$	62,137,387
Sales		37,803			44,070			53,622			68,117			69,933
		82,110,446			80,515,050			73,715,079			65,639,704			62,207,320
Interest expense		5,120,827			4,891,854			5,599,951			5,169,736			5,384,532
Provision for credit losses*		13,391,875			12,367,593			15,611,544			20,567,707			25,571,453
Salaries and employee benefits		18,325,945			17,582,967			16,430,763			14,380,695			13,349,523
Change in fair value of interest rate swaps		504,852			—			(495,136	)		(1,034,869	)		1,530,005
Other expenses		12,280,792			9,524,361			9,280,923			8,984,047			8,900,260
		49,624,291			44,366,775			46,428,045			48,067,316			54,735,773
Operating income before income taxes*		32,486,155			36,148,275			27,287,034			17,572,388			7,471,547
Income tax expense*		12,545,209			13,926,516			10,518,740			6,755,850			2,803,627
Net income*	$	19,940,946		$	22,221,759		$	16,768,294		$	10,816,538		$	4,667,920
Earnings per share – basic:	$	1.66		$	1.89		$	1.44		$	0.94		$	0.41
Weighted average shares outstanding		11,977,174			11,747,160			11,607,341			11,470,318			11,273,811
Earnings per share – diluted:	$	1.63		$	1.85		$	1.41		$	0.93		$	0.41
Weighted average shares outstanding		12,218,416			12,033,131			11,893,518			11,689,123			11,440,313
	As of and for the Fiscal Year ended March 31,
	2013			2012			2011			2010			2009
Balance Sheet Data
Total assets	$	263,835,468		$	256,560,144		$	242,975,768		$	213,505,606		$	197,199,732
Finance receivables, net		249,825,801			241,253,430			229,082,589			201,418,259			185,750,682
Line of credit		125,500,000			112,000,000			118,000,000			107,274,971			102,030,195
Shareholders’ equity*		126,965,096			135,263,161			114,546,111			96,984,906			84,435,270
Operating Data
Return on average assets		7.66	%		8.90	%		7.35	%		5.27	%		2.41	%
Return on average equity		15.21	%		17.79	%		15.85	%		11.92	%		5.73	%
Gross portfolio yield (1)*		29.22	%		29.48	%		29.35	%		29.33	%		29.96	%
Pre-tax yield (1)*		11.82	%		13.31	%		10.75	%		7.47	%		4.46	%
Total delinquencies over 30 days		3.78	%		3.01	%		2.21	%		3.16	%		4.20	%
Write-off to liquidation (1)		6.81	%		5.66	%		6.18	%		9.87	%		12.39	%
Net charge-off percentage (1)		5.88	%		4.59	%		4.65	%		7.37	%		9.93	%
Automobile Finance Data & Direct Loan Origination
Contracts purchased/direct loans originated	$	160,077,713		$	152,315,679		$	151,874,846		$	125,315,736		$	117,653,858
Average dealer discount*		8.54	%		9.23	%		9.55	%		9.91	%		9.84	%
Weighted average contractual rate (1)		23.43	%		23.93	%		23.66	%		23.62	%		24.17	%
Number of branch locations		64			60			56			52			48

(1) See the definitions set forth in the notes to the Portfolio Summary table on pages 20 and 21 under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview.”

* These amounts for 2009 through 2012 have been revised as discussed in Note 2 to the consolidated financial statements.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Nicholas Financial-Canada is a Canadian holding company incorporated under the laws of British Columbia in 1986. Nicholas Financial-Canada conducts its business activities through two wholly-owned Florida corporations: Nicholas Financial, which purchases and services Contracts, makes direct loans and sells consumer-finance related products; and NDS, which supports and updates certain computer application software. Nicholas Financial accounted for more than 99% of the Company’s consolidated revenue for each of the fiscal years ended March 31, 2013, 2012, and 2011. Nicholas Financial-Canada, Nicholas Financial and Nicholas Data Services are collectively referred to herein as the “Company”.

Strategic Alternatives

On March 20, 2013, the Company announced that its Board of Directors has retained Janney Montgomery Scott LLC as its independent financial advisor to assist the Board of Directors in evaluating possible strategic alternatives for the Company, including, but not limited to, the possible sale of the Company or certain of its assets, potential acquisition and expansion opportunities, and/or a possible debt or equity financing. The Company also announced that it has received an unsolicited, non-binding indication of interest from a potential third-party acquirer. As of the date of this Report, the Board of Directors is continuing to evaluate possible strategic alternatives and their implications. No assurances can be given as to whether any particular strategic alternative for the Company will be recommended or undertaken or, if so, upon what terms and conditions.

Corrections to Consolidated Financial Statements

In connection with the audit of our consolidated financial statements for the fiscal year ended March 31, 2013, the Company determined that it was necessary to correct its consolidated financial statements for the fiscal years ended March 31, 2012 and 2011, respectively, as discussed below.

One of the corrections is related to the accounting treatment for dealer discounts. A dealer discount represents the difference between the amount of a finance receivable, net of unearned interest, based on the terms of a Contract with the borrower, and the amount of money the Company actually pays the dealer for the Contract. Prior to the correction, based on past industry practices, Contracts were recorded at the net initial investment with the gross Contract balance recorded offset by the dealer discounts which were recorded as an allowance for credit losses for the acquired Contracts. The Company determined that this accounting treatment was incorrect as U.S. GAAP prohibits carrying over valuation allowances in the initial accounting for acquired loans. Accordingly, the Company has now applied an acceptable method under U.S. GAAP, deferring and netting dealer discounts against finance receivables as unearned discounts, and recognizing dealer discounts into income as an adjustment to yield over the life of the loan using the interest method.

As a result, the allowance for loan losses is now established solely through charges to earnings through the provision for credit losses. The Company has evaluated the significance of the departure from U.S. GAAP to the consolidated financial statements. Under both the former accounting policy and U.S. GAAP, the dealer discount remains a reduction of gross finance receivables in arriving at the carrying amount of finance receivables, net. Accordingly, finance receivables continue to be initially recorded at the net initial investment at the time of purchase. Subsequently, the allowance for credit losses is maintained at an amount that reduces the net carrying amount of finance receivables. The change in this accounting presentation does not result in a change to the net carrying amount of finance receivables or to net income as historical losses incurred, and estimated incurred losses as of the balance sheet date, are generally in excess of the original dealer discount. The removal of the dealer discount from the allowance requires an equal replacement of provision expense as that portion of the allowance is necessary to absorb probable incurred losses. This correction also did not have an impact on previously reported assets, liabilities, working capital, equity, earnings, or cash flows.

The second correction related to the accounting treatment and presentation of certain fees charged to dealers and costs incurred in purchasing loans from dealers. Such costs related principally to evaluating borrowers subject to Contracts in relation to the Company’s underwriting guidelines in making a determination to acquire Contracts. Prior to the correction, fees charged to dealers were reduced by certain costs incurred to purchase Contracts, deferred on a net basis and then amortized into income over the lives of the loans using the interest method. Under U.S. GAAP, the fees charged to dealers are considered to be a part of the unearned dealer discount as they are a determinant of the net amount of cash paid to the dealer. Further, U.S. GAAP specifies that costs incurred in connection with acquiring purchased loans or committing to purchase loans shall be charged to expense as incurred. Such costs do not qualify as origination costs to be deferred as the Contracts have already been originated by the dealers. The Company evaluated the significance of the departure from U.S. GAAP to the consolidated financial statements. After an adjustment to beginning equity and the opening balance of unearned dealer discounts, net of tax, for the initial period presented, there is a limited effect on earnings and no impact on cash flows.

Management corrected the errors and retroactively adjusted amounts in all periods presented to ensure the errors would not result in a material difference in future periods.

The changes to the Company’s consolidated financial statements for Fiscal 2012 and Fiscal 2011 resulting from such corrections are set forth in “Note 2. Summary of Significant Accounting Policies – Corrections” to the consolidated financial statements of the Company included in “Item 8. Financial Statements and Supplementary Data” of this Report.

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The selected financial data and other financial information appearing elsewhere in this Report (including such financial data for periods prior to Fiscal 2011) has also been revised in light of the foregoing corrections. The changes resulting from such corrections are immaterial and, accordingly, we are not amending or restating any previously filed SEC reports or the consolidated financials included therein.

Portfolio Summary

The Company’s consolidated revenues increased for the fiscal year ended March 31, 2013 to $82.1 million as compared to $80.5 million and $73.7 million for the fiscal years ended March 31, 2012 and 2011, respectively. The Company’s consolidated net income decreased for the fiscal year ended March 31, 2013 to $19.9 million as compared to $22.2 million and $16.8 million for the fiscal years ended March 31, 2012 and 2011, respectively. The Company’s earnings were negatively impacted by an increase in the net charge-off percentage to 5.88% for the fiscal year ended March 31, 2013 as compared to 4.59% for the fiscal year ended March 31, 2012. The Company believes the increase in the charge-off percentage was primarily attributable to an increase in competition. Historically, when competition has increased, the Company has experienced higher losses, decreased contract origination and as a result reduced profits. While it is difficult to predict the level of competition long-term, the Company believes the current competitive environment will be prevalent throughout fiscal 2014. The average dealer discount associated with new volume for the fiscal years ended March 31, 2013, 2012, and 2011 was 8.54%, 9.23%, 9.55%, respectively.

Portfolio Summary	Fiscal Year ended March 31,
	2013			2012			2011
Average finance receivables, net of unearned interest (1)	$	280,916,731		$	272,979,496		$	250,962,519
Average indebtedness (2)	$	115,157,810		$	115,688,980		$	113,833,641
Interest and fee income on finance receivables (3)*	$	82,072,643		$	80,470,980		$	73,661,457
Interest expense	$	5,120,827		$	4,891,854		$	5,599,951
Net interest and fee income on finance receivables*	$	76,951,816		$	75,579,126		$	68,061,506
Weighted average contractual rate (4)		23.43	%		23.93	%		23.66	%
Average cost of borrowed funds (2)		4.45	%		4.23	%		4.92	%
Gross portfolio yield (5)*		29.22	%		29.48	%		29.35	%
Interest expense as a percentage of average finance receivables, net of unearned interest		1.82	%		1.79	%		2.23	%
Provision for credit losses as a percentage of average finance receivables, net of unearned interest*		4.77	%		4.53	%		6.22	%
Net portfolio yield (5)*		22.63	%		23.16	%		20.90	%
Marketing, salaries, employee benefits, depreciation and administrative expenses as a percentage of average finance receivables, net of unearned interest (6)		10.81	%		9.85	%		10.15	%
Pre-tax yield as a percentage of average finance receivables, net of unearned interest (7)*		11.82	%		13.31	%		10.75	%
Write-off to liquidation (8)		6.81	%		5.66	%		6.18	%
Net charge-off percentage (9)		5.88	%		4.59	%		4.65	%

(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 Company’s line of credit facility. 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 NDS.

(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 interest and fee income on finance receivables as a percentage of average finance receivables, net of unearned interest. Net portfolio yield represents interest and fee income on finance receivables 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 $220,000 for each of the fiscal years ended March 31, 2013 and 2012, respectively. The numerators for the fiscal years ended March 31, 2013 and 2012 include a tax associated with cash dividends. In December 2012, this amount was substantial due to a $2.00 special cash dividend. Absent the dividend tax, the percentages would have 10.28% and 9.78% for the fiscal years ended March 31, 2013 and 2012, respectively.

20

(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.

* These amounts for 2009 through 2012 have been revised as discussed in Note 2 to the consolidated financial statements.

Critical Accounting Policy

The Company’s critical accounting policy relates to the allowance for credit losses. It is based on management’s opinion of an amount that is adequate to absorb losses in the existing portfolio. The allowance for credit losses is established through a provision for credit losses based on management’s evaluation of the risk inherent in the loan portfolio, the composition of the portfolio, specific impaired loans 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 loan program, 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 and 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 a 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 the applicable state maximum interest rate, if any, or the maximum interest rate which 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. See “Item 1. Business – 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.

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. The entire amount of discount is related to credit quality and is amortized as an adjustment to yield using the interest method over the life of the loan.

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.

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Fiscal 2013 Compared to Fiscal 2012

Interest and Fee Income on Finance Receivables

Interest income on finance receivables, predominantly finance charge income, increased 2% to $82.1 million in fiscal 2013 from $80.5 million in fiscal 2012. The average finance receivables, net of unearned interest, totaled $280.9 million for the fiscal year ended March 31, 2013, an increase of 3% from $273.0 million for the fiscal year ended March 31, 2012. The primary reason average finance receivables, net of unearned interest, increased was the opening of four branch offices during fiscal 2013. The gross finance receivable balance increased 2% to $395.7 million at March 31, 2013 from $389.0 million at March 31, 2012. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield decreased to 29.22% for the fiscal year ended March 31, 2013 from 29.48% for the fiscal year ended March 31, 2012. The net portfolio yield decreased to 22.63% for the fiscal year ended March 31, 2013 from 23.16% for the fiscal year ended March 31, 2012. The gross portfolio yield decreased primarily as the result of a lower weighted APR and a reduction of the average dealer discount on acquired loans. The net portfolio yield decreased primarily due to the increase in provisions for credit losses.

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

Marketing, salaries, employee benefits, depreciation, and administrative expenses increased to $30.6 million for the fiscal year ended March 31, 2013 from $27.1 million for the fiscal year ended March 31, 2012. The increase of 13% was primarily attributable the dividend tax related to the $2.00 per share cash dividend. The remaining increase was primarily attributable to the opening of four new branch locations. The Company increased the average headcount to 309 for the fiscal year ended March 31, 2013 from 293 for the fiscal year ended March 31, 2012. Marketing, salaries, employee benefits, depreciation, and administrative expenses as a percentage of average finance receivables, net of unearned interest, increased to 10.81% for the fiscal year ended March 31, 2013 from 9.85% for the fiscal year ended March 31, 2012.

Interest Expense

Interest expense increased to $5.1 million for the fiscal year ended March 31, 2013 as compared to $4.9 million for the fiscal year ended March 31, 2012. The following table summarizes the Company’s average cost of borrowed funds for the fiscal years ended March 31:

	2013			2012
Variable interest under the line of credit facility		0.47	%		0.48	%
Settlements under interest rate swap agreements		0.24	%		0.00	%
Credit spread under the line of credit facility		3.74	%		3.75	%
Average cost of borrowed funds		4.45	%		4.23	%

The primary reason that the Company’s average cost of funds increased for the fiscal year ended March 31, 2013 as compared to the preceding fiscal year was the presence of costs associated with settlements under interest rate swap agreements during fiscal 2013.

For a further discussion regarding the Company’s line of credit, see “— Liquidity and Capital Resources” below and note 5 (“Line of Credit”) to our audited consolidated financial statements included elsewhere in this Report.

The weighted average notional amount of interest rate swaps was $35.8 million at a weighted average fixed rate of 0.94% during the fiscal year ended March 31, 2013. For a further discussion regarding the effect of our interest rate swap agreements, see note 6 (“Interest Rate Swap Agreements”) to our audited consolidated financial statements included elsewhere in this Report.

Analysis of Credit Losses

As of March 31, 2013, the Company had 1,347 active static pools. The average pool upon inception consisted of 58 Contracts with aggregate finance receivables, net of unearned interest, of approximately $590,000.

The following table sets forth a reconciliation of the changes in the allowance for credit losses on Contracts for the fiscal years ended March 31. See Note 2 regarding corrections to the 2012 amounts.

	2013			2012
Balance at beginning of year	$	19,499,208		$	19,952,595
Current year provision		13,252,382			12,185,529
Losses absorbed		(19,851,080	)		(14,971,422	)
Recoveries		3,190,142			2,405,750
Discounts accreted		—			(73,244	)
Balance at end of year	$	16,090,652		$	19,499,208

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The following table sets forth a reconciliation of the changes in the allowance for credit losses on direct loans for the fiscal years ended March 31:

	2013			2012
Balance at beginning of year	$	492,184		$	378,418
Current year provision		139,493			182,062
Losses absorbed		(190,871	)		(93,041	)
Recoveries		27,111			24,745
Balance at end of year	$	467,917		$	492,184

The average dealer discount associated with new volume for the fiscal years ended March 31, 2013 and 2012 was 8.54% and 9.23%, respectively.

The provision for credit losses increased to $13.4 million for the fiscal year ended March 31, 2013 from $12.4 million for the fiscal year ended March 31, 2012, largely due to the fact that net charge offs increased during fiscal 2013.

The Company’s losses as a percentage of liquidation increased to 6.81% for the fiscal year ended March 31, 2013 as compared to 5.66% for the fiscal year ended March 31, 2012. This increase was primarily the result of increased competition in all markets that the Company presently operates in. Increased competition has led to a higher percentage of loans acquired that are categorized in the lower tiers of the Company’s guidelines. The Company also experienced a decrease in auction prices from fiscal year 2012 to fiscal year 2013. Decreased auction proceeds from repossessed vehicles increased the amount of write-offs which, in turn, increased the write-off to liquidation percentage. During the fiscal years ended March 31, 2013, 2012, and 2011, auction proceeds from the sale of repossessed vehicles averaged approximately 52%, 57%, and 52%, respectively, of the related principal balance.

Recoveries as a percentage of charge-offs were approximately 17.62% and 16.80% for the fiscal years ended March 31, 2013 and 2012, respectively. Historically, recoveries as a percentage of charge-offs have fluctuated from period to period, and the Company does not attribute this decrease to any particular change in operational strategy or economic event.

The delinquency percentage for Contracts more than thirty days past due as of March 31, 2013 increased to 3.78% from 3.01% as of March 31, 2012. The delinquency percentage for direct loans more than thirty days past due as of March 31, 2013 increased to 1.23% from 1.09% as of March 31, 2012. The delinquency percentage increases reflect portfolio weakness that generally manifests itself in increased future losses. The Company utilizes a static pool approach to analyzing portfolio performance and looks at specific static pool performance and recent trends as leading indicators of the future performance of its portfolio.

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

Income Taxes

The provision for income taxes decreased to approximately $12.5 million in fiscal 2013 from approximately $13.9 million in fiscal 2012 primarily as a result of lower pretax income. The Company’s effective tax rate was consistent, increasing slightly to 38.61% in fiscal 2013 from 38.52% in fiscal 2012.

Fiscal 2012 Compared to Fiscal 2011

Interest and Fee Income on Finance Receivables

Interest income on finance receivables, predominantly finance charge income, increased 9% to $80.5 million in fiscal 2012 from $73.7 million in fiscal 2011. The average finance receivables, net of unearned interest, totaled $273.0 million for the fiscal year ended March 31, 2012, an increase of 9% from $251.0 million for the fiscal year ended March 31, 2011. The primary reason average finance receivables, net of unearned interest, increased was the development of new markets in Missouri, South Carolina, Ohio, and Alabama. The gross finance receivable balance increased 4% to $389.0 million at March 31, 2012 from $373.0 million at March 31, 2011. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield increased to 29.48% for the fiscal year ended March 31, 2012 from 29.35% for the fiscal year ended March 31, 2011. The net portfolio yield

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increased to 23.16% for the fiscal year ended March 31, 2012 from 20.90% for the fiscal year ended March 31, 2011. The gross portfolio yield increased primarily due to an unchanged weighted APR earned on finance receivables. The net portfolio yield increased primarily due to the increase in the weighted APR, but was partially offset by a reduction of the average dealer discount on acquired loans. The Company has experienced favorable variances between projected write-offs and actual write-offs on certain pools, which resulted in an increase in expected future cash flows. Accordingly, the amount of provision necessary to maintain an adequate allowance to absorb losses in the existing portfolio was less than the provision in fiscal 2011. As a result, the provision for credit losses was less than write offs during the current periods. More specifically, during the fourth quarter of fiscal 2012 actual losses were considerably lower than expected while auction prices of repossessed vehicles being at historically high levels.

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

Marketing, salaries, employee benefits, depreciation, and administrative expenses increased to $27.1 million for the fiscal year ended March 31, 2012 from $25.7 million for the fiscal year ended March 31, 2011. This increase of 5% was primarily attributable to additional staffing at existing branches. The Company opened additional branches and increased average headcount to 293 for the fiscal year ended March 31, 2012 from 276 for the fiscal year ended March 31, 2011. Marketing, salaries, employee benefits, depreciation, and administrative expenses as a percentage of average finance receivables, net of unearned interest, decreased to 9.85% for the fiscal year ended March 31, 2012 from 10.15% for the fiscal year ended March 31, 2011.

Interest Expense

Interest expense decreased to $4.9 million for the fiscal year ended March 31, 2012 as compared to $5.6 million for the fiscal year ended March 31, 2011. The following table summarizes the Company’s average cost of borrowed funds for the fiscal years ended March 31:

	2012			2011
Variable interest under the line of credit facility		0.48	%		0.53	%
Settlements under interest rate swap agreements		0.00	%		0.70	%
Credit spread under the line of credit facility		3.75	%		3.69	%
Average cost of borrowed funds		4.23	%		4.92	%

The primary reason that the Company’s average cost of funds decreased for the fiscal year ended March 31, 2012 as compared to the preceding fiscal year was the absence of costs associated with settlements under interest rate swap agreements during such period, which costs were incurred during fiscal year ended March 31, 2011.

On January 12, 2010, the Company executed a new line of credit facility, or Line. Under the new Line, the Company’s credit facility pricing changed from 162.5 basis points above 30-day LIBOR to 300 basis points above 30-day LIBOR, with a 1% floor on LIBOR. The average cost of borrowings in future periods will continue to be impacted by such pricing increases. Effective September 1, 2011, the size of the Line was increased to $150.0 million from $140.0 million and the maturity date was extended to November 30, 2013. For a further discussion regarding the Company’s line of credit, see “— Liquidity and Capital Resources” below and note 5 (“Line of Credit”) to our audited consolidated financial statements included elsewhere in this Report.

The weighted average notional amount of interest rate swaps was $23.3 million at a weighted average fixed rate of 3.80% during the fiscal year ended March 31, 2011. For a further discussion regarding the effect of our interest rate swap agreements, see note 6 (“Interest Rate Swap Agreements”) to our audited consolidated financial statements included elsewhere in this Report.

Analysis of Credit Losses

As of March 31, 2012, the Company had 1,249 active static pools. The average pool upon inception consisted of 65 Contracts with aggregate finance receivables, net of unearned interest, of approximately $640,000.

The following table sets forth a reconciliation of the changes in the allowance for credit losses on Contracts for the fiscal years ended March 31. See Note 2 regarding corrections to the 2012 and 2011 amounts.

	2012			2011
Balance at beginning of year	$	19,952,595		$	16,383,893
Current year provision		12,185,529			15,485,607
Losses absorbed		(14,971,422	)		(14,036,888	)
Recoveries		2,405,750			2,255,683
Discounts accreted		(73,244	)		(135,700	)
Balance at end of year	$	19,499,208		$	19,952,595

24

The following table sets forth a reconciliation of the changes in the allowance for credit losses on direct loans for the fiscal years ended March 31:

	2012			2011
Balance at beginning of year	$	378,418		$	382,869
Current year provision		182,062			125,937
Losses absorbed		(93,041	)		(173,970	)
Recoveries		24,745			43,582
Balance at end of year	$	492,184		$	378,418

The provision for credit losses decreased to $12.4 million for the fiscal year ended March 31, 2012 from $15.6 million for the fiscal year ended March 31, 2011, largely due to the fact that net charge offs during fiscal 2012 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 prior periods.

The Company’s losses as a percentage of liquidation decreased to 5.66% for the fiscal year ended March 31, 2012 as compared to 6.18% for the fiscal year ended March 31, 2011. The Company experienced improvements in the quality of its Contracts in fiscal 2012 as compared to fiscal 2011 due to an increase in auction prices, and an increased focus on collections. Increased auction proceeds from repossessed vehicles reduced the amount of write-offs which, in turn, lowered the write-off to liquidation percentage. During the fiscal years ended March 31, 2012, 2011, and 2010, auction proceeds from the sale of repossessed vehicles averaged approximately 57%, 52%, and 45%, respectively, of the related principal balance.

Recoveries as a percentage of charge-offs were approximately 16.80% and 17.90% for the fiscal years ended March 31, 2012 and 2011, respectively. Historically, recoveries as a percentage of charge-offs have fluctuated from period to period, and the Company does not attribute this decrease to any particular change in operational strategy or economic event.

The delinquency percentage for Contracts more than thirty days past due as of March 31, 2012 increased to 3.01% from 2.21% as of March 31, 2011. The delinquency percentage for direct loans more than thirty days past due as of March 31, 2012 decreased to 1.09% from 1.13% as of March 31, 2011. The delinquency percentage increase for Contracts reflects portfolio weakness that generally manifests itself in increased future losses. The Company utilizes a static pool approach to analyzing portfolio performance and looks at specific static pool performance and recent trends as leading indicators of the future performance of its portfolio.

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

Income Taxes

The provision for income taxes increased to approximately $13.9 million in fiscal 2012 from approximately $10.5 million in fiscal 2011 primarily as a result of higher pretax income. The Company’s effective tax rate decreased to 38.52% in fiscal 2012 from 38.54% in fiscal 2011.

25

Liquidity and Capital Resources

The Company’s cash flows are summarized as follows:

	Fiscal Year ended March 31,
	2013			2012			2011
Cash provided by (used in):
Operations	$	25,620,155		$	21,874,879		$	21,357,624
Investing activities - (primarily purchases of Contracts)		(10,568,710	)		(12,756,214	)		(32,670,442	)
Financing activities		(15,056,783	)		(8,333,151	)		11,796,464
Net (decrease) increase in cash	$	(5,338	)	$	785,514		$	483,646

The Company’s primary use of working capital for the fiscal year ended March 31, 2012, was the funding of the purchase of Contracts which are financed substantially through cash from principal payments received and cash from operations. The Line is secured by all of the assets of the Company and has a maturity date of November 30, 2014. The Company may borrow up to $150.0 million. Borrowings under the Line may be under various LIBOR pricing options plus 300 basis points with a 1% floor on LIBOR. As of March 31, 2013, the amount outstanding under the Line was $125.5 million, and the amount available under the Line was $24.5 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 increased by $13.5 million as of March 31, 2013 as compared to March 31, 2012 and decreased by approximately $6.0 million as of March 31, 2012 as compared to March 31, 2011. The increase in the amount outstanding under the Line as of March 31, 2013 was principally related to the fact that the Company issued a special dividend of $2.00 per share in December 2012. The aggregate amount of the special dividend was $24.3 million and was partially offset by cash received from operations, which 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, due to the current economic uncertainty, a breach of one or more of these covenants could occur prior to the maturity date of the Line, which is November 30, 2014. 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. Although the Company believes that its lenders would continue to allow it to operate in the event of a condition of default, no assurances can be given in this regard.

For each of the past seven fiscal quarters the Company has declared a cash dividend to its shareholders. On May 2, 2012, the Board of Directors declared a quarterly cash dividend of $0.10 per Common share, payable on June 6, 2012 to shareholders of record as of May 30, 2012. On August 7, 2012, the Board of Directors declared a quarterly cash dividend of to $0.12 per Common share, payable on September 6, 2012 to shareholders of record as of August 30, 2012. On November 7, 2012, the Board of Directors declared a quarterly cash dividend of $0.12 per Common share, payable on December 6, 2012 to shareholders of record as of November 30, 2012. On December 11, 2012, the Board of Directors declared a special cash dividend equal to $2.00 per Common share, payable on December 28, 2012 to shareholders of record as of December 21, 2012. On February 19, 2013, the Company’s Board of Directors declared a quarterly cash dividend equal to $0.12 per Common share, payable on March 29, 2013 to shareholders of record as of March 22, 2013. Since our fiscal year ended March 31, 2013 one quarterly cash dividend has been declared. On May 7, 2013 the Board of Directors declared a quarterly cash dividend equal to $0.12 per Common share, payable on June 28, 2013 to shareholders of record as of June 21, 2013. The Company currently expects to continue to pay quarterly cash dividends for the foreseeable future, provided its future earnings meet expectations. Any payment of future cash dividends and the amounts thereof will be dependent upon the Company’s earnings, financial and other covenants under the Line, and other factors deemed relevant by the Company’s Board of Directors.

Impact of Inflation

The Company is affected by inflation primarily through increased operating costs and expenses including increases in interest rates. Inflationary pressures on operating costs and expenses historically have been largely offset by the Company’s continued emphasis on stringent operating and cost controls, although no assurances can be given regarding the Company’s ability to offset the effects of inflation in the future.

26

Contractual Obligations

The following table summarizes the Company’s material obligations as of March 31, 2013.

	Payments Due by Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Operating leases	$	3,099,692	$	1,396,115	$	1,466,101	$	237,476	$	—
Line of credit1		125,500,000		—		125,500,000		—		—
Interest on line of credit1		9,307,917		5,584,750		3,723,167		—		—
Total	$	137,907,609	$	6,980,865	$	130,689,268	$	237,476	$	—

¹  The Company’s current Line matures on November 30, 2014. Interest on outstanding borrowings under the Line as of March 31, 2013 is based on an effective interest rate of 4.45%. The effective interest rate used in the above table does not contemplate the possibility of entering into additional interest rate swap agreements in the future.

Item 7A. 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 seeks to minimize the Company’s cost of borrowing and may do so 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.

27

Item 8. Financial Statements and Supplementary Data

The following financial statements are filed as part of this Report (see pages 29-53)

Report of Independent Registered Public Accounting Firm	29
Audited Consolidated Financial Statements
Consolidated Balance Sheets	30
Consolidated Statements of Income	31
Consolidated Statements of Comprehensive Income	32
Consolidated Statements of Shareholders’ Equity	33
Consolidated Statements of Cash Flows	34
Notes to Consolidated Financial Statements	35

28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Nicholas Financial, Inc.

We have audited the accompanying consolidated balance sheets of Nicholas Financial, Inc. and subsidiaries (the “Company”) as of March 31, 2013 and 2012 and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2013 and 2012 and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, the Company corrected errors related to dealer discounts as well as certain fees charged and costs incurred to acquire loans.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of March 31, 2013, based on criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated June 14, 2013 expressed an unqualified opinion.

/s/ Dixon Hughes Goodman LLP

Atlanta, Georgia

June 14, 2013

29

Nicholas Financial, Inc. and Subsidiaries

Consolidated Balance Sheets

	March 31,
	2013		2012
Assets
Cash	$	2,797,716	$	2,803,054
Finance receivables, net		249,825,801		241,253,430
Assets held for resale		1,203,664		1,373,001
Prepaid expenses and other assets		736,746		751,040
Income taxes receivable		102,999		497,535
Property and equipment, net		741,581		758,784
Deferred income taxes		8,426,961		9,123,300
Total assets	$	263,835,468	$	256,560,144
Liabilities and shareholders’ equity
Line of credit	$	125,500,000	$	112,000,000
Drafts payable		2,096,311		1,602,079
Accounts payable and accrued expenses		7,405,579		6,612,429
Deferred revenues		1,363,630		1,082,475
Interest rate swap agreements		504,852		—
Total liabilities		136,870,372		121,296,983
Commitments and contingencies
Shareholders’ equity:
Preferred stock, no par: 5,000,000 shares authorized; none issued		—		—
Common stock, no par: 50,000,000 shares authorized; 12,154,069 and 11,960,975 shares issued, respectively		30,031,548		28,426,043
Retained earnings		96,933,548		106,837,118
Total shareholders’ equity		126,965,096		135,263,161
Total liabilities and shareholders’ equity	$	263,835,468	$	256,560,144

See accompanying notes.

30

Nicholas Financial, Inc. and Subsidiaries

Consolidated Statements of Income

	Fiscal Year ended March 31,
	2013		2012		2011
Revenue:
Interest and fee income on finance receivables	$	82,072,643	$	80,470,980	$	73,661,457
Sales		37,803		44,070		53,622
		82,110,446		80,515,050		73,715,079
Expenses:
Cost of sales		11,624		12,177		12,866
Marketing		1,452,659		1,252,854		1,224,484
Salaries and employee benefits		18,325,945		17,582,967		16,430,763
Administrative		9,039,688		7,791,840		7,776,887
Dividend tax		1,492,227		179,651		—
Provision for credit losses		13,391,875		12,367,593		15,611,544
Depreciation		284,594		287,839		266,686
Interest expense		5,120,827		4,891,854		5,599,951
Change in fair value of interest rate swap agreements		504,852		—		(495,136	)
		49,624,291		44,366,775		46,428,045
Operating income before income taxes		32,486,155		36,148,275		27,287,034
Income tax expense		12,545,209		13,926,516		10,518,740
Net income	$	19,940,946	$	22,221,759	$	16,768,294
Earnings per share:
Basic	$	1.66	$	1.89	$	1.44
Diluted	$	1.63	$	1.85	$	1.41
Dividends declared per share	$	2.46	$	0.30	$	0.00

See accompanying notes.

31

Nicholas Financial, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

	Fiscal Year ended March 31,
	2013		2012		2011
Net income	$	19,940,946	$	22,221,759	$	16,768,294
Other comprehensive income, net of tax
Reclassification adjustment for loss on interest rate swap agreements, net of tax of $110,452 for 2011		—		—		178,090
Comprehensive income	$	19,940,946	$	22,221,759	$	16,946,384

32

Nicholas Financial, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity

	Common Stock					Accumulated Other Comprehensive			Retained			Total Shareholders’
	Shares			Amount		Loss			Earnings			Equity
Balance at March 31, 2010		11,718,870		$	25,544,820	$	(178,090	)	$	71,440,086		$	96,806,816
Net income		—			—		—			16,768,294			16,768,294
Other comprehensive income, net of tax as applicable		—			—		178,090			—			178,090
Issuance of common stock under stock options		26,090			55,610		—			—			55,610
Grants of restricted share awards, net of forfeitures		54,000			—		—			—			—
Vested performance share awards		7,700			—		—			—			—
Excess tax benefit on share awards, net		—			76,973		—			—			76,973
Share-based compensation		—			660,328		—			—			660,328
Balance at March 31, 2011		11,806,660		$	26,337,731	$	—		$	88,208,380		$	114,546,111
Net income		—			—		—			22,221,759			22,221,759
Issuance of common stock under stock options		174,715			830,277		—			—			830,277
Grants of restricted share awards, net of forfeitures		(29,400	)		—		—			—			—
Vested performance share awards		9,000			—		—			—			—
Excess tax benefit on share awards, net		—			706,123		—			—			706,123
Share-based compensation		—			551,912		—			—			551,912
Cash dividend		—			—		—			(3,593,021	)		(3,593,021	)
Balance at March 31, 2012		11,960,975		$	28,426,043	$	—		$	106,837,118		$	135,263,161
Net income		—			—		—			19,940,946			19,940,946
Issuance of common stock under stock options		97,594			612,465		—			—			612,465
Grants of restricted share awards, net of forfeitures		85,000			—		—			—			—
Vested performance share awards		10,500			—		—			—			—
Excess tax benefit on share awards, net		—			181,036		—			—			181,036
Share-based compensation		—			812,004		—			—			812,004
Cash dividend		—			—		—			(29,844,516	)		(29,844,516	)
Balance at March 31, 2013		12,154,069		$	30,031,548	$	—		$	96,933,548		$	126,965,096

See accompanying notes.

33

Nicholas Financial, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	Fiscal Year ended March 31,
	2013			2012			2011
Cash flows from operating activities:
Net income	$	19,940,946		$	22,221,759		$	16,768,294
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		284,594			287,839			266,686
Gain on sale of property and equipment		(11,339	)		(26,945	)		(25,792	)
Provision for credit losses		13,391,875			12,367,593			15,611,544
Amortization of dealer discounts		(11,482,251	)		(12,348,448	)		(10,941,553	)
Deferred income taxes		696,339			245,273			(1,440,668	)
Share-based compensation		812,004			551,912			660,328
Change in fair value of interest rate swap agreements		504,852			—			(495,136	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		14,294			(70,425	)		101,807
Accounts payable and accrued expenses		793,150			(596,958	)		1,068,422
Income taxes receivable		394,536			(731,289	)		(187,065	)
Deferred revenues		281,155			(25,432	)		(29,243	)
Net cash provided by operating activities		25,620,155			21,874,879			21,357,624
Cash flows from investing activities:
Purchase and origination of finance contracts		(141,562,259	)		(134,347,957	)		(134,049,373	)
Principal payments received		131,080,264			122,157,971			101,715,052
Decrease (increase) in assets held for resale		169,337			(317,861	)		14,991
Purchase of property and equipment		(271,003	)		(320,537	)		(393,782	)
Proceeds from sale of property and equipment		14,951			72,170			42,670
Net cash used in investing activities		(10,568,710	)		(12,756,214	)		(32,670,442	)
Cash flows from financing activities:
Net proceeds (repayment of) from line of credit		13,500,000			(6,000,000	)		10,725,029
Payment of cash dividend		(29,844,516	)		(3,593,021	)		—
Increase (decrease) in drafts payable		494,232			(276,530	)		937,402
Proceeds from exercise of stock options		612,465			830,277			55,610
Excess tax benefits from exercise of stock options, vesting of restricted share awards and issuance of performance share awards		181,036			706,123			78,423
Net cash (used in) provided by financing activities		(15,056,783	)		(8,333,151	)		11,796,464
Net (decrease) increase in cash		(5,338	)		785,514			483,646
Cash, beginning of year		2,803,054			2,017,540			1,533,894
Cash, end of year	$	2,797,716		$	2,803,054		$	2,017,540
Supplemental disclosure of noncash investing and financing activities:
Decrease in accumulated other comprehensive loss for change in fair value of interest rate swap agreements	$	—		$	—		$	178,090
Shortfall of tax benefits from vesting of restricted share awards and performance share awards	$	—		$	—		$	(1,450	)

See accompanying notes.

34

Nicholas Financial, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

1. Organization

Nicholas Financial, Inc. (“Nicholas Financial – Canada”) is a Canadian holding company incorporated under the laws of British Columbia with two wholly-owned United States subsidiaries, Nicholas Data Services, Inc. (“NDS”) and Nicholas Financial, Inc. (“NFI”). NDS is engaged principally in the development, marketing and support of computer application software. NFI is a specialized consumer finance company engaged primarily in acquiring and servicing automobile finance installment contracts (“Contracts”) for purchases of new and used automobiles and light trucks. To a lesser extent, NFI also offers direct loans and sells consumer-finance related products. Both NDS and NFI are based in Florida, U.S.A. The accompanying consolidated financial statements are stated in U.S. dollars and are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

2. Summary of Significant Accounting Policies

Consolidation

The consolidated financial statements include the accounts of Nicholas Financial – Canada and its wholly owned subsidiaries, NDS and NFI, collectively referred to as (the “Company”). All intercompany transactions and balances have been eliminated.

Error Corrections

The Company made error corrections for departures from U.S. GAAP and revised previously reported amounts.

One of the corrections is related to the accounting treatment for dealer discounts. A dealer discount represents the difference between the amount of a finance receivable, net of unearned interest, based on the terms of a Contract with the borrower, and the amount of money the Company actually pays the dealer for the Contract. Prior to the correction, based on past industry practices, Contracts were recorded at the net initial investment with the gross Contract balance recorded offset by the dealer discounts which were recorded as an allowance for credit losses for the acquired Contracts. The Company determined that this accounting treatment was incorrect as U.S. GAAP prohibits carrying over valuation allowances in the initial accounting for acquired loans. Accordingly, the Company has now applied an acceptable method under U.S. GAAP, deferring and netting dealer discounts against finance receivables as unearned discounts, and recognizing dealer discounts into income as an adjustment to yield over the life of the loan using the interest method.

As a result, the allowance for loan losses is now established solely through charges to earnings through the provision for credit losses. The Company has evaluated the significance of the departure from U.S. GAAP to the consolidated financial statements. Under both the former accounting policy and U.S. GAAP, the dealer discount remains a reduction of gross finance receivables in arriving at the carrying amount of finance receivables, net. Accordingly, finance receivables continue to be initially recorded at the net initial investment at the time of purchase. Subsequently, the allowance for credit losses is maintained at an amount that reduces the net carrying amount of finance receivables. The change in this accounting presentation does not result in a change to the net carrying amount of finance receivables or to net income as historical losses incurred, and estimated incurred losses as of the balance sheet date, are generally in excess of the original dealer discount. The removal of the dealer discount from the allowance requires an equal replacement of provision expense as that portion of the allowance is necessary to absorb probable incurred losses. This correction also did not have an impact on previously reported assets, liabilities, working capital, equity, earnings, or cash flows.

The second correction related to the accounting treatment and presentation of certain fees charged to dealers and costs incurred in purchasing loans from dealers. Such costs related principally to evaluating borrowers subject to Contracts in relation to the Company’s underwriting guidelines in making a determination to acquire Contracts. Prior to the correction, fees charged to dealers were reduced by certain costs incurred to purchase Contracts, deferred on a net basis and then amortized into income over the lives of the loans using the interest method. Under U.S. GAAP, the fees charged to dealers are considered to be a part of the unearned dealer discount as they are a determinant of the net amount of cash paid to the dealer. Further, U.S. GAAP specifies that costs incurred in connection with acquiring purchased loans or committing to purchase loans shall be charged to expense as incurred. Such costs do not qualify as origination costs to be deferred as the Contracts have already been originated by the dealers. The Company evaluated the significance of the departure from U.S. GAAP to the consolidated financial statements. After an adjustment to beginning equity and the opening balance of unearned dealer discounts, net of tax, for the initial period presented, there is a limited effect on earnings and no impact on cash flows.

The changes to consolidated financial statement captions and earnings per share, if any, are as follows.

35

2. Summary of Significant Accounting Policies (continued)

	2012 as Reported		Correction			2012 as Corrected
Consolidated Balance Sheet
Finance receivables, net	$	242,348,521	$	(1,095,091	)	$	241,253,430
Deferred income taxes		8,704,099		419,201			9,123,300
Retained earnings, March 31, 2012		107,513,008		(675,890	)		106,837,118
	2012 as Reported		Correction			2012 as Corrected
Consolidated Statements of Income
Interest and fee income on finance receivables	$	68,122,532	$	12,348,448		$	80,470,980
Provision for credit losses		5,319		12,362,274			12,367,593
Income tax expense		13,931,809		(5,293	)		13,926,516
Operating income		36,162,101		(13,826	)		36,148,275
Net income		22,230,292		(8,533	)		22,221,759
Earnings per share - basic		1.89		—			1.89
Earnings per share - diluted		1.85		—			1.85
	2011 as Reported		Correction			2011 as Corrected
Interest and fee income on finance receivables	$	62,719,904	$	10,941,553		$	73,661,457
Provision for credit losses		4,610,221		11,001,323			15,611,544
Income tax expense		10,541,620		(22,880	)		10,518,740
Operating income		27,346,804		(59,770	)		27,287,034
Net income		16,805,184		(36,890	)		16,768,294
Earnings per share – basic		1.45		(.01	)		1.44
Earnings per share - diluted		1.41		—			1.41
	Reported		Correction			As Corrected
Consolidated Statements of Shareholders’ Equity
Retained earnings, March 31, 2010	$	72,070,553	$	(630,467	)	$	71,440,086
Retained earnings, March 31, 2011		88,875,737		(667,357	)		88,208,380
	2012 as Reported		Correction			2012 as Corrected
Consolidated Statements of Cash Flows (Operating Activities)
Net income	$	22,230,292	$	(8,533	)	$	22,221,759
Provision for credit losses		5,319		12,362,274			12,367,593
Deferred income taxes		250,566		(5,293	)		245,273
Amortization of dealer discounts		—		(12,348,448	)		(12,348,448	)
Net cash provided by operating activities		21,874,879		—			21,874,879

36

2. Summary of Significant Accounting Policies (continued)

	2011 as Reported			Correction			2011 as Corrected
Net income	$	16,805,184		$	(36,890	)	$	16,768,294
Provision for credit losses		4,610,221			11,001,323			15,611,544
Deferred income taxes		(1,417,788	)		(22,880	)		(1,440,668	)
Amortization of dealer discounts		—			(10,941,553	)		(10,941,553	)
Net cash provided by operating activities		21,357,624			—			21,357,624

In addition the Company has corrected these errors in the finance receivables disclosures in Note 3 as follows:

Contracts included in finance receivables are detailed as follows:

	2012 as Reported			Correction			2012 as Corrected
Indirect finance receivables, gross contract	$	382,766,667		$	—		$	382,766,667
Unearned interest		(109,456,018	)		—			(109,456,018	)
Indirect finance receivables, net of unearned interest		273,310,649			—			273,310,649
Unearned dealer discounts		—			(17,091,567	)		(17,091,567	)
Indirect finance receivable, net of unearned interest and dealer discounts		273,310,649			(17,091,567	)		256,219,082
Allowance for credit losses		(35,495,684	)		15,996,476			(19,499,208	)
Indirect finance receivables, net	$	237,814,965		$	(1,095,091	)	$	236,719,874

	2011 as Reported			Correction			2011 as Corrected
Indirect finance receivables, gross contract	$	368,099,418		$	—		$	368,099,418
Unearned interest		(105,622,007	)		—			(105,622,007	)
Indirect finance receivables, net of unearned interest		262,477,411			—			262,477,411
Unearned dealer discounts		—			(17,024,119	)		(17,024,119	)
Indirect finance receivable, net of unearned interest and dealer discounts		262,477,411			(17,024,119	)		245,453,292
Allowance for credit losses		(35,895,449	)		15,942,854			(19,952,595	)
Indirect finance receivables, net	$	226,581,962		$	(1,081,265	)	$	225,500,697

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

	2012 as Reported			Correction			2012 as Corrected
Balance at beginning of year	$	35,895,449		$	(15,942,854	)	$	19,952,595
Discounts acquired on new volume		12,415,896			(12,415,896	)		—
Provision for credit losses		(176,745	)		12,362,274			12,185,529
Losses absorbed		(14,971,422	)		—			(14,971,422	)
Recoveries		2,405,750			—			2,405,750
Discounts accreted		(73,244	)		—			(73,244	)
Balance at end of year	$	35,495,684		$	(15,996,476	)	$	19,499,208

37

2. Summary of Significant Accounting Policies (continued)

	2011 as Reported			Correction			2011 as Corrected
Balance at beginning of year	$	30,408,578		$	(14,024,685	)	$	16,383,893
Discounts acquired on new volume		12,919,492			(12,919,492	)		—
Provision for credit losses		4,484,284			11,001,323			15,485,607
Losses absorbed		(14,036,888	)		—			(14,036,888	)
Recoveries		2,255,683			—			2,255,683
Discounts accreted		(135,700	)		—			(135,700	)
Balance at end of year	$	35,895,449		$	(15,942,854	)	$	19,952,595

Dividend

During fiscal year 2013, four quarterly cash dividends and a one-time special cash dividend were declared. On May 2, 2012, the Company’s Board of Directors announced a quarterly cash dividend of $0.10 to be paid on June 6, 2012. On August 8, 2012, the Company’s Board of Directors announced a quarterly cash dividend of $0.12 per share of common stock paid on September 6, 2012. On November 9, 2012, the Company’s Board of Directors announced a quarterly cash dividend of $0.12 per share of common stock paid on December 6, 2012. On December 11, 2012, the Company’s Board of Directors announced a special dividend of $2.00 per share of common stock paid on December 28, 2012. On February 19, 2013, the Company’s Board of Directors declared another quarterly dividend equal to $0.12 per common share, to be paid on March 29, 2013. Subsequent to March 31, 2013 one quarterly dividend was declared. On May 7, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on June 28, 2013 to shareholders of record as of June 21, 2013.

On November 10, 2009 the Boards of Directors declared a 10% stock dividend on December 7, 2009 to shareholders of record on November 20, 2009. As a result of this stock dividend, an entry of approximately $6.5 million was made to reflect the re-capitalization of shareholders’ equity from retained earnings to common stock. This amount was derived from the quoted market value of the shares at the date of declaration ($6.10) times the number of shares issued as a result of the 10% stock dividend. All references in the consolidated financial statements and notes to the number of shares outstanding, per share amounts, and share awards of the Company’s common shares have been restated to reflect the effect of the stock dividend for all periods presented.

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

Use of Estimates

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

Finance Receivables

Finance receivables are recorded at cost, net of unearned interest, unearned dealer discounts and the allowance for credit losses. The amount of unearned interest, discounts and allowance for credit losses as of March 31, 2013 and March 31, 2012 are approximately $143,627,000 and $146,047,000, respectively.

Allowance for Credit Losses

The allowance for credit losses is increased by charges against earnings and decreased by charge-offs (net of recoveries). The Company aggregates Contracts into static pools consisting of Contracts purchased during a three-month period for each branch location as management considers these pools to have similar risk characteristics. Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s past loan experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions. The Company also considers the remaining level of unearned dealer discounts. As conditions change, the Company’s level of provisioning and allowance may change as well.

38

2. Summary of Significant Accounting Policies (continued)

Assets Held for Resale

Assets held for resale are stated at net realizable value and consist primarily of automobiles that have been repossessed by the Company and are awaiting final disposition. Costs associated with repossession, transport and auction preparation expenses are reported under operating expenses in the period in which they are incurred.

Property and Equipment

Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets as follows:

Automobiles	3 years
Equipment	5 years
Furniture and fixtures	7 years
Leasehold improvements	Lesser of lease term or useful life (generally 6 - 7 years)

Drafts Payable

Drafts payable represent checks disbursed for loan purchases which have not yet been funded. Amounts generally clear within two business days of period end and then increase the line of credit or reduce cash.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases along with operating loss and tax credit carryforwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date.

The Company recognizes tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from any such position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. It is the Company’s policy to recognize interest and penalties accrued on any uncertain tax benefits as a component of income tax expense. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor has the Company recognized any related interest or penalties during the three years ended March 31, 2013.

The Company files income tax returns in the U.S. Federal jurisdiction and various State jurisdictions. The Company is no longer subject to U.S. Federal tax examinations for years before 2011. State jurisdictions that remain subject to examination range from 2008 to 2012. The Company does not believe there will be any material changes in our unrecognized tax positions over the next 12 months.

Revenue Recognition

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. As of March 31, 2013, 2012 and 2011 the amount of gross finance receivables not accruing interest was approximately $4,132,000, $2,572,000 and $2,035,000, respectively.

A dealer discount represents the difference between the finance receivable, net of unearned interest, of a Contract, and the amount of money the Company actually pays for the Contract. The discount negotiated by the Company is a function of the lender, the wholesale value of the vehicle, and competition in any given market. In making decisions regarding the purchase of a particular Contract the Company considers the following factors related to the borrower: place and length of residence; current and prior job status; history in making installment payments for automobiles; current income; and credit history. In addition, the Company examines its prior experience with Contracts purchased from the dealer from which the Company is purchasing the Contract, and the value of the automobile in relation to the purchase price and the term of the Contract. The entire amount of discount is amortized as an adjustment to yield using the interest method over the life of the loan. The average dealer discount associated with new volume for the fiscal years ended March 31, 2013, 2012, and 2011 was 8.54%, 9.23%, and 9.55%, respectively.

39

2. Summary of Significant Accounting Policies (continued)

The amount of future unearned income is computed as the product of the Contract rate, the Contract term and the Contract amount.

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

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

Sales relate principally to telephone support agreements and the sale of business forms to the Company’s customer base. The aforementioned sales of NDS represent less than 1% of the Company’s consolidated revenues.

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:

	Fiscal Year ended March 31,
	2013		2012		2011
Numerator for earnings per share – net income	$	19,940,946	$	22,221,759	$	16,768,294
Denominator:
Denominator for basic earnings per share – weighted average shares		11,977,174		11,747,160		11,607,341
Effect of dilutive securities:
Stock options and other share awards		241,242		285,971		286,177
Denominator for diluted earnings per share		12,218,416		12,033,131		11,893,518
Earnings per share – basic	$	1.66	$	1.89	$	1.44
Earnings per share – diluted	$	1.63	$	1.85	$	1.41

Diluted earnings per share does not include the effect of certain stock options as their impact would be anti-dilutive. Approximately 120,200, 53,500 and 28,500 stock options were not included in the computation of diluted earnings per share for the years ended March 31, 2013, 2012 and 2011 respectively, because their effect would have been anti-dilutive.

Share-Based Payments

The grant date fair value of share awards is recognized in earnings over the requisite service period (presumptively the vesting period). The Company estimates the fair value of option awards using the Black-Scholes option pricing model. The risk-free interest rate is based upon a U.S. Treasury instrument with a life that is similar to the expected term of the options. Expected volatility is based upon the historical volatility for the previous period equal to the expected term of the options. The expected term is based upon the average life of previously issued options. The expected dividend yield is based upon the current yield on date of grant. The fair value of non-vested restricted and performance shares are measured at the market price of a share on a grant date.

The pool of excess tax benefits available to absorb future tax deficiencies is based on increases to shareholders’ equity related to tax benefits from share-based compensation, combined with the tax on the cumulative incremental compensation costs previously included in pro forma net income disclosures as if the Company had applied the fair-value method to all awards.

Fair Value Measurements

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.

40

2. Summary of Significant Accounting Policies (continued)

Financial Instruments and Concentrations

The Company’s financial instruments consist of cash, finance receivables, accrued interest, line of credit, interest rate swap agreements and accounts payable. Financial instruments that are exposed to concentrations of credit risk are primarily finance receivables and cash.

The Company operates in fifteen states through its sixty-four branch locations. Florida represents 33% of the finance receivables total as of March 31, 2013. Ohio represents 14%, Georgia represents 10% and North Carolina represents 8% of the finance receivables total as of March 31, 2013. Of the remaining eleven states, no one state represents more than 7% of the total finance receivables. The Company provides credit during the normal course of business and performs ongoing credit evaluations of its customers.

The Company maintains reserves for potential credit losses which, when realized, have been within the range of management’s expectations. The Company perfects a primary security interest in all vehicles financed as a form of collateral.

The combined account balances the Company maintains at financial institutions typically exceed federally insured limits, and there is a concentration of credit risk related to accounts on deposit in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes this risk of loss is not significant.

Interest Rate Swaps

Interest rate swap agreements were reported as either assets or liabilities in the consolidated balance sheet at fair value. For interest rate swap agreements previously designated and qualifying as cash flow hedges, gains or losses on the effective portion of the hedge were initially included as a component of other comprehensive income and are subsequently reclassified into earnings when interest on the related debt was paid. For interest rate swap agreements which were not designated and qualifying as hedges, the changes in the fair value are recorded in earnings. The Company does not use interest rate swaps for speculative purposes. See note 6 – “Interest Rate Swap Agreements”.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) is composed entirely of previous mark-to-market adjustments of designated and qualifying cash flow hedges, net of the related tax effect.

Statements of Cash Flows

Cash paid for income taxes for the years ended March 31, 2013, 2012 and 2011 was approximately $11,273,000, $13,764,000 and $12,068,000, respectively. Cash paid for interest for the years ended March 31, 2013, 2012 and 2011 was approximately $5,043,000, $4,878,000 and $5,720,000, respectively.

Recent Accounting Pronouncements

During the year, the Company adopted the Financial Accounting Standards Board’s issued Accounting Standards Update (“ASU”) 2011-04 Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 did not extend the use of fair value accounting, but provides clarification of existing guidance and additional disclosures. The adoption did not have an impact on the Company’s financial condition, results of operations and cash flows.

Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA and the SEC, did not have a material impact on the Company’s present or future consolidated financial statements.

3. Finance Receivables

Finance receivables consist of Contracts and direct consumer loans (“Direct Loans”), each of which comprise a portfolio segment. Each portfolio segment consists of smaller balance homogeneous loans which are collectively evaluated for impairment.

The Company purchases individual Contracts from new and used automobile dealers in its markets. There is no relationship between the Company and the dealer with respect to a given contract once the assignment of that contract is complete. The dealer has no vested interest in the performance of any installment contract the Company purchases. The Company charges-off receivables when an individual account has become more than 120 days contractually delinquent. In the event of repossession the charge-off will occur in the month in which the vehicle was repossessed.

41

3. Finance Receivables (continued)

Contracts included in finance receivables are detailed as follows as of fiscal years ended March 31:

	2013			2012			2011
Indirect finance receivables, gross contract	$	386,940,093		$	382,766,667		$	368,099,418
Unearned interest		(111,121,493	)		(109,456,018	)		(105,622,007	)
Indirect finance receivables, net of unearned interest		275,818,600			273,310,649			262,477,411
Unearned dealer discounts		(16,415,169	)		(17,091,567	)		(17,024,119	)
Indirect finance receivables, net of unearned interest and unearned dealer discounts		259,403,431			256,219,082			245,453,292
Allowance for credit losses		(16,090,652	)		(19,499,208	)		(19,952,595	)
Indirect finance receivables, net	$	243,312,779		$	236,719,874		$	225,500,697

The terms of the Contracts range from 12 to 72 months and bear a weighted average contractual interest rate of 23.34% and 23.58% as of March 31, 2013 and 2012, respectively.

The following table sets forth a reconciliation of the changes in the allowance for credit losses on Contracts for the fiscal years ended March 31:

	2013			2012			2011
Balance at beginning of year	$	19,499,208		$	19,952,595		$	16,383,893
Provision for credit losses		13,252,382			12,185,529			15,485,607
Losses absorbed		(19,851,080	)		(14,971,422	)		(14,036,888	)
Recoveries		3,190,142			2,405,750			2,255,683
Discounts accreted		—			(73,244	)		(135,700	)
Balance at end of year	$	16,090,652		$	19,499,208		$	19,952,595

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 March 31, 2013, the average model year of vehicles collateralizing the portfolio was 2005. The average loan to value ratio, which expresses the amount of the Contract as a percentage of the value of the automobile, is approximately 93%. The Company utilizes a static pool approach to track portfolio performance. If the allowance for credit losses is determined to be inadequate for a static pool, then an additional charge to income through the provision is used to maintain adequate reserves based on management’s evaluation of the risk inherent in the loan portfolio, the composition of the portfolio, and current economic conditions. Such evaluation, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, management’s estimate of probable credit losses and other factors that warrant recognition in providing for an adequate allowance for credit losses. In determining the provision and allowance for loan for credit losses, we consider the reduction in the net carrying amount of finance receivables resulting from dealer discounts.

Direct Loans are also included in finance receivables and are detailed as follows as of fiscal years ended March 31:

	2013			2012			2011
Direct finance receivables, gross contract	$	8,781,637		$	6,221,688		$	4,850,865
Unearned interest		(1,800,698	)		(1,195,948	)		(890,555	)
Direct finance receivables, net of unearned interest		6,980,939			5,025,740			3,960,310
Allowance for credit losses		(467,917	)		(492,184	)		(378,418	)
Direct finance receivables, net	$	6,513,022		$	4,533,556		$	3,581,892

The terms of the Direct Loans range from 6 to 48 months and bear a weighted average contractual interest rate of 25.84% and 26.14% as of March 31, 2013 and 2012, respectively.

42

3. Finance Receivables (continued)

The following table sets forth a reconciliation of the changes in the allowance for credit losses on Direct Loans for the fiscal years ended March 31:

	2013			2012			2011
Balance at beginning of year	$	492,184		$	378,418		$	382,869
Provision for credit losses		139,493			182,062			125,937
Losses absorbed		(190,871	)		(93,041	)		(173,970	)
Recoveries		27,111			24,745			43,582
Balance at end of year	$	467,917		$	492,184		$	378,418

Direct Loans are loans originated directly between the Company and the consumer. These loans are typically for amounts ranging from $1,000 to $9,000 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 Contracts 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 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 March 31, 2013, 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 credit loss 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 as of March 31. A performing account is defined as an account that is less than 60 days past due. A non-performing account is defined as an account that is contractually delinquent for 60 days or more and the accrual of interest income is suspended. When an account is 120 days contractually delinquent, the account is written off.

	2013				2012
	Contracts		Direct Loans		Contracts		Direct Loans
Non-bankrupt accounts	$	386,324,594	$	8,779,270	$	382,358,608	$	4,844,683
Bankrupt accounts		615,499		2,367		408,059		6,182
Total	$	386,940,093	$	8,781,637	$	382,766,667	$	4,850,865
Performing accounts	$	382,843,130	$	8,746,338	$	380,213,503	$	4,833,310
Non-performing accounts		4,096,963		35,299		2,553,164		17,555
Total	$	386,940,093	$	8,781,637	$	382,766,667	$	4,850,865

43

3. Finance Receivables (continued)

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

			Delinquencies
Contracts	Gross Balance Outstanding		30 – 59 days			60 – 89 days			90 + days			Total
March 31, 2013	$	386,940,093	$	10,557,122		$	2,723,456		$	1,373,507		$	14,654,085
				2.73	%		0.70	%		0.35	%		3.78	%
March 31, 2012	$	382,766,667	$	8,994,485		$	1,889,643		$	663,521		$	11,547,649
				2.35	%		0.49	%		0.17	%		3.01	%
March 31, 2011	$	368,099,418	$	6,106,211		$	1,468,079		$	549,518		$	8,123,808
				1.66	%		0.40	%		0.15	%		2.21	%
Direct Loans	Gross Balance Outstanding		30 – 59 days			60 – 89 days			90 + days			Total
March 31, 2013	$	8,781,637	$	72,364		$	21,509		$	13,790		$	107,663
				0.82	%		0.25	%		0.16	%		1.23	%
March 31, 2012	$	6,221,688	$	48,899		$	14,257		$	4,933		$	68,089
				0.79	%		0.23	%		0.07	%		1.09	%
March 31, 2011	$	4,850,865	$	37,399		$	5,636		$	11,919		$	54,954
				0.77	%		0.11	%		0.25	%		1.13	%

4. Property and Equipment

Property and equipment as of March 31, 2013 and 2012 is summarized as follows:

	Cost		Accumulated Depreciation		Net Book Value
2013
Automobiles	$	537,677	$	352,249	$	185,428
Equipment		795,594		511,405		284,189
Furniture and fixtures		428,435		337,767		90,668
Leasehold improvements		1,091,218		909,922		181,296
	$	2,852,924	$	2,111,343	$	741,581
2012
Automobiles	$	618,320	$	462,551	$	155,769
Equipment		1,008,023		711,316		296,707
Furniture and fixtures		535,595		437,218		98,377
Leasehold improvements		1,058,362		850,431		207,931
	$	3,220,300	$	2,461,516	$	758,784

5. Line of Credit

On September 1, 2011, the Company executed a new 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, 2014, is 300 basis points above 30-day LIBOR (4.00% at March 31, 2013 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 $125,500,000 and $112,000,000 as of March 31, 2013 and March 31, 2012, respectively. The amount available under the line of credit was approximately $24,500,000 and $38,000,000 as of March 31, 2013 and March 31, 2012, respectively.

44

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 March 31, 2013, the Company was in full compliance with all debt covenants.

6. Interest Rate Swap Agreements

The Company utilizes interest rate swap agreements to manage exposure to variability in expected cash flows attributable to interest rate risk. The swap agreements convert a portion of the Company’s floating rate debt to a fixed rate, more closely matching the interest rate characteristics of the Company’s finance receivables. The following table summarizes the activity in the Company’s notional amounts of interest rate swap agreements for fiscal years ended March 31:

	2013		2012		2011
Notional amounts at beginning of year	$	—	$	—	$	50,000,000
New contracts		50,000,000		—		—
Matured contracts		—		—		(50,000,000	)
Notional amounts at end of year	$	50,000,000	$	—	$	—

The new contracts that were entered into during fiscal year-end 2013 are not designated as hedges. The interest rate swaps that matured during 2011 were previously designated as cash flow hedges. Based on credit market events that transpired in October 2008, the Company made an economic decision to elect the prime rate pricing option available under the Line for the month of October 2008. As a result, the critical terms of the interest rate swaps and hedged interest payments were no longer identical, and the Company undesignated its interest rate swaps as cash flow hedges. Consequently, beginning in October 2008 changes in the fair value of interest rate swaps (unrealized gains and losses) were recorded in earnings. Unrealized losses previously recorded in accumulated other comprehensive loss were reclassified into earnings as interest payments on the Line affect earnings over the remaining term of the respective swap agreements. The Company did not use interest rate swaps for speculative purposes and they were only intended for use as economic hedges.

The locations and amounts of gains (losses) recognized in income are detailed as follows for the fiscal years ended March 31:

	2013			2012		2011
Periodic change in fair value of interest rate swaps	$	(504,852	)	$	—	$	783,678
Losses reclassified from accumulated other comprehensive loss		—			—		(288,542	)
		(504,852	)		—		495,136
Periodic settlement differentials included in interest expense		(277,364	)		—		(801,048	)
Loss recognized in income	$	(782,216	)	$	—	$	(305,912	)

Accumulated other comprehensive loss as of March 31, 2010 of approximately $178,000, represents the after-tax effect of the derivative losses prior to October 2008 when the swaps were designated and qualifying as cash flow hedges. As of March 31, 2011, no remaining accumulated other comprehensive loss exists to be reclassified and affect net earnings.

Net realized gains and losses from the swap agreements were recorded in the interest expense line item of the consolidated statement of income.

The following table summarizes the average variable rates received and average fixed rates paid under the swap agreements as of March 31:

	2013			2012
Average variable rate received		0.22	%		0.00	%
Average fixed rate paid		0.94	%		0.00	%

45

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

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Interest rate swap agreements:
March 31, 2013	$	—	$	504,852	$	—	$	504,852
March 31, 2012	$	—	$	—	$	—	$	—

Financial Instruments Not Measured at Fair Value

The Company’s financial instruments consist of cash, finance receivables and Line. 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 Contracts range from 12 to 72 months. The initial terms of the Direct Loans range from 6 to 48 months. In addition, there have been minimal changes in interest rates and purchase discounts related to these types of loans. If liquidated outside of the normal course of business, the amount received may not be the carrying value.

46

7. Fair Value Disclosures (continued)

The Line was amended within the quarter ended December 31, 2012. 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 March 31, 2013 was estimated to be equal to the book value. The interest rate for the Line is a variable rate based on LIBOR pricing options.

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Cash:
March 31, 2013	$	2,797,716	$	—	$	—	$	2,797,716
March 31, 2012	$	2,803,054	$	—	$	—	$	2,803,054
Finance receivables:
March 31, 2013	$	—	$	—	$	249,825,801	$	249,825,801
March 31, 2012	$	—	$	—	$	241,253,430	$	241,253,430
Line of credit:
March 31, 2013	$	—	$	125,500,000	$	—	$	125,500,000
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.

8. Income Taxes

The provision for income taxes consists of the following for the years ended March 31:

	2013		2012		2011
Current:
Federal	$	10,187,010	$	11,799,843	$	10,275,756
State		1,661,860		1,881,400		1,683,652
Total current		11,848,870		13,681,243		11,959,408
Deferred:
Federal		598,674		211,544		(1,237,850	)
State		97,665		33,729		(202,818	)
Total deferred		696,339		245,273		(1,440,668	)
Income tax expense	$	12,545,209	$	13,926,516	$	10,518,740

47

8. Income Taxes (continued)

The net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes are reflected in deferred income taxes. Significant components of the Company’s deferred tax assets consist of the following as of March 31:

	2013		2012
Allowance for credit losses not currently deductible for tax purposes	$	7,448,933	$	8,456,988
Share-based compensation		522,573		436,131
Interest rate swaps		193,258		—
Other items		262,197		230,181
Deferred income taxes	$	8,426,961	$	9,123,300

The provision for income taxes reflects an effective U.S tax rate, which differs from the corporate tax rate for the following reasons:

	2013		2012		2011
Provision for income taxes at Federal statutory rate	$	11,370,154	$	12,651,896	$	9,550,462
Increase resulting from:
State income taxes, net of Federal benefit		1,143,692		1,244,834		966,543
Other		31,363		29,786		1,735
Income tax expense	$	12,545,209	$	13,926,516	$	10,518,740

9. Share-Based Payments

The Company has share awards outstanding under three share-based compensation plans (the “Equity Plans”). The Company believes that such awards better align the interests of its employees with those of its shareholders. Under the shareholder-approved 1998 Employee Stock Option Plan and Non-Employee Director Stock Option Plan (collectively the “1998 Plans”) the Board of Directors was authorized to grant option awards for up to 1,551,000 common shares to employees and directors. On August 9, 2006, the Company’s shareholders approved the Nicholas Financial, Inc. Equity Incentive Plan (the “2006 Plan”) for employees and non-employee directors. Under the 2006 Plan, the Board of Directors is authorized to grant total share awards for up to 1,072,500 common shares. The 2006 Plan replaced the 1998 Plans; accordingly no additional option awards may be granted under the 1998 Plans. In addition to option awards, the 2006 Plan provides for restricted stock and performance share awards.

Option awards previously granted to employees and directors under the 1998 Plans generally vest ratably based on service over a five and three-year period, respectively, and generally have a contractual term of ten years. Vesting and contractual terms for option awards under the 2006 Plan are essentially the same as those of the 1998 Plans. Restricted stock awards generally cliff vest over a three-year period based on service conditions. The annual vesting of performance share awards is contingent upon the attainment of company-wide performance goals including annual revenue growth and operating income targets. There are no post-vesting restrictions for share awards.

The Company funds share awards from authorized but unissued shares and does not purchase shares to fulfill the obligations of the plans. Cash dividends, if any, are not paid on unvested performance shares or unexercised options, but are paid on unvested restricted stock awards.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	2013			2012			2011
Risk-free interest rate		0.71	%		1.84	%		1.88	%
Weighted average expected original term		5 years			5 years			5 years
Expected volatility		48	%		49	%		49	%
Expected dividend yield		3.20	%		0.00	%		0.00	%

48

9. Share-Based Payments (continued)

A summary of option activity under the Equity Plans as of March 31, 2013, and changes during the year are presented below.

Options	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at March 31, 2012		501,880		$	6.36
Granted		96,000		$	11.16
Exercised		(97,594	)	$	6.31
Forfeited		(26,840	)	$	10.81
Outstanding at March 31, 2013		473,446		$	5.63		5.91	$	4,296,342
Exercisable at March 31, 2013		319,726		$	3.86		4.75	$	3,467,212

The Company granted 96,000, 45,000 and 28,500 options with a weighted average fair value of $4.15, $5.73 and $4.19 during the years ended March 31, 2013, 2012 and 2011, respectively. The total intrinsic value of options exercised during the years ended March 31, 2013, 2012 and 2011 was approximately $685,000, $1,335,000 and $168,000, respectively.

During the fiscal year ended March 31, 2013, 97,594 options were exercised at exercise prices ranging from $0.77 to $10.96 per share. During the same period 26,840 options were forfeited at exercise prices ranging from $2.77 to $12.96 per share.

Cash received from options exercised during the fiscal years ended March 31, 2013, 2012 and 2011 totaled approximately $612,000, $830,000 and $56,000, respectively. Related income tax benefits during the same periods totaled approximately $262,000, $511,000 and $64,000, respectively. Such amounts are included in proceeds from exercise of stock options and income tax benefit related thereto under cash flows from financing activities in the consolidated statements of cash flows. As of March 31, 2013, there was approximately $477,000 of total unrecognized compensation cost related to options granted under the Plan. That cost is expected to be recognized over a weighted-average period of approximately 4 years.

A summary of the status of the Company’s non-vested restricted shares under the 2006 Plan as of March 31, 2013, and changes during the year then ended is presented below.

Restricted Share Awards	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Non-vested at March 31, 2012		100,500		$	5.85
Granted		85,000		$	13.07
Vested		(89,500	)	$	3.47
Forfeited		—		$	—
Non-vested at March 31, 2013		96,000		$	12.90		2.04	$	1,411,200

The Company awarded 85,000 restricted shares with a weighted average grant date fair value of $13.07 during the fiscal year ended March 31, 2013. During the same period no restricted shares were forfeited.

As of March 31, 2013, there was approximately $776,000 of total unrecognized compensation cost related to non-vested restricted share awards granted under the 2006 Plan. That cost is expected to be recognized over a weighted-average period of approximately 2 years.

49

9. Share-Based Payments (continued)

A summary of the status of the Company’s non-vested performance shares under the 2006 Plan as of March 31, 2013, and changes during the year then ended is presented below.

Performance Share Awards	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Non-vested at March 31, 2012		—		$	—
Granted		33,500		$	13.11
Vested		(10,500	)	$	13.25
Forfeited		(23,000	)	$	13.04
Non-vested at March 31, 2013		—		$	—		$

The Company awarded 33,500 performance shares with a weighted average grant date fair value of $13.11 during the fiscal year ended March 31, 2013. During the same period 23,000 performance shares were forfeited with a weighted average grant date fair value of $13.04.

As of March 31, 2013, there was no unrecognized compensation cost related to non-vested performance share awards granted under the 2006 Plan.

10. Employee Benefit Plans

The Company has a 401(k) retirement plan under which all employees are eligible to participate. Employee contributions are voluntary and subject to Internal Revenue Service limitations. The Company matches, based on annually determined factors, employee contributions provided the employee completes certain levels of service annually. For the plan years 2013, 2012 and 2011, the Board of Directors suspended the Company’s matching. The Board will re-evaluate the Company’s matching policy for plan year 2014 later this year. For the fiscal years ended March 31, 2013, 2012 and 2011, the Company recorded expenses of approximately $6,500, $7,500, and $7,000, respectively, related to this plan.

11. Commitments and Contingencies

The Company leases corporate and branch offices under operating lease agreements which provide for annual minimum rental payments as follows:

Fiscal Year ending March 31:
2014	$	1,396,115
2015		939,815
2016		526,286
2017		184,554
2018		52,922
	$	3,099,692

Rent expense for the fiscal years ended March 31, 2013, 2012, and 2011 was approximately $1,933,000, $1,761,000 and $1,599,000, respectively. The Company recognizes rent expense on a straight-line basis over the term of the lease, taking into account, when applicable, lessor incentives for tenant improvements, periods where no rent payment is required and escalations in rent payments over the term of the lease.

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

50

12. Quarterly Results of Operations (Unaudited)

	Fiscal Year ended March 31, 2013
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Total revenue	$	20,427,726	$	20,705,421	$	20,604,861	$	20,372,438
Interest expense		1,192,140		1,250,231		1,275,015		1,403,441
Provision for credit losses		3,103,266		3,261,721		3,484,811		3,542,077
Non-interest expense		7,343,103		7,804,873		8,370,168		7,593,445
Operating income before income taxes		8,789,217		8,388,596		7,474,867		7,833,475
Income tax expense		3,381,761		3,238,458		2,878,811		3,046,179
Net income	$	5,407,456	$	5,150,138	$	4,596,056	$	4,787,296
Earnings per share:
Basic	$	0.45	$	0.43	$	0.38	$	0.40
Diluted	$	0.44	$	0.42	$	0.38	$	0.39
Dividends per share	$	0.10	$	0.12	$	2.12	$	0.12
	Fiscal Year ended March 31, 2012
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Total revenue	$	19,613,691	$	20,262,360	$	20,219,413	$	20,419,586
Interest expense		1,228,978		1,236,893		1,236,866		1,189,117
Provision for credit losses		3,049,461		3,209,524		3,507,659		2,600,949
Non-interest expense		6,695,286		6,779,122		6,755,283		6,877,637
Operating income before income taxes		8,639,966		9,036,821		8,719,605		9,751,883
Income tax expense		3,331,408		3,504,456		3,340,762		3,749,890
Net income	$	5,308,558	$	5,532,365	$	5,378,843	$	6,001,993
Earnings per share:
Basic	$	0.46	$	0.47	$	0.46	$	0.51
Diluted	$	0.44	$	0.46	$	0.45	$	0.50
Dividends per share	$	0.00	$	0.10	$	0.10	$	0.10

The quarterly results for the first three quarters of fiscal 2013 and for each quarter of fiscal 2012 as reported in the Company’s quarterly filings on Form 10-Q have been revised for the error corrections discussed in Note 2. Net income for the combined first three quarters of fiscal 2013 increased by $52,955. Diluted earnings per share for the third quarter of fiscal 2013 increased by $0.01 per share as a result of the correction. Basic and diluted earnings per share were not impacted in the other quarters presented.

51

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures designed to ensure information required to be disclosed in its reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or internal controls will prevent all possible error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

The Company’s management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2013. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2013.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements in accordance with generally accepted accounting principles. The Company’s management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2013, the end of the fiscal year covered by this Report, based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on management’s evaluation under the framework in Internal Control-Integrated Framework, management has concluded that the Company’s internal control over financial reporting was effective as of March 31, 2013.

Dixon Hughes Goodman LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of March 31, 2013, as stated in their report, which is included below.

June 14, 2013

Peter L. Vosotas	Ralph T. Finkenbrink
Chairman of the Board, President and Chief Executive Officer	Senior Vice President-Finance and Chief Financial Officer

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

52

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Nicholas Financial, Inc.

We have audited Nicholas Financial, Inc. and subsidiaries (the “Company”) internal control over financial reporting as of March 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of Nicholas Financial, Inc. as of and for the year ended March 31, 2013, and our report dated June 14, 2013, expressed an unqualified opinion.

/s/ Dixon Hughes Goodman LLP

Atlanta, Georgia

June 14, 2013

53

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Board of Directors

The Company’s Board of Directors currently consists of five members divided into three classes, with the members of each class serving three-year terms expiring at the third Annual General Meeting of Shareholders after their election (or until their respective successors are duly elected and qualified). The Company has not yet set a date for its 2013 Annual General Meeting of Shareholders or named any nominees for election or reelection as Directors. Certain information is set forth below for each Director of the Company.

		DIRECTORS — TERM TO EXPIRE 2013
Name	Age	Principal Occupation And Other Information
Peter L. Vosotas	71	Mr. Vosotas founded the Company in 1985 and has served as Chairman of the Board, Chief Executive Officer and President of the Company since its inception. Prior to founding the Company, Mr. Vosotas held a variety of Sales and Marketing positions with Ford Motor Company, GTE and AT&T Paradyne Corporation. Mr. Vosotas attended the United States Naval Academy and earned a Bachelor of Science Degree in Electrical Engineering from The University of New Hampshire. As our Chief Executive Officer and President, Mr. Vosotas provides the Board with information gained from hands-on management of Company operations, identifying near-term and long-term goals, challenges and opportunities. As the Company’s founder, he brings the continuity of mission and values on which the Company was established. This led to the conclusion that he should serve as a Director of our Company.
Ralph T. Finkenbrink	52	Mr. Finkenbrink has served as Senior Vice President, Chief Financial Officer and Secretary of the Company since 1997 and served as Vice President – Finance of the Company from 1992 to July 1997. He joined the Company in 1988 and served as Controller of Nicholas Financial and NDS until 1992. Prior to joining the Company, he was a staff accountant for MBI, Inc. from January 1984 to March 1985 and Inventory Control Manager for the Dress Barn, Inc. from March 1985 to December 1987. Mr. Finkenbrink received his Bachelor of Science Degree in Accounting from Mount St. Mary’s University in Emmitsburg, Maryland. Mr. Finkenbrink has been with the Company for 25 years, serving in various senior financial capacities. He brings valuable financial analytical skills and experience, as well as industry knowledge, to the Board. This led to the conclusion that he should serve as a Director of our Company.
		DIRECTOR — TERM TO EXPIRE 2014
Name	Age	Principal Occupation And Other Information
Stephen Bragin	83	Mr. Bragin has served as a director of the Company since February 10, 1999. Mr. Bragin is currently the Vice President, Treasurer and a member of the Board of Directors of Curlew Hills Memory Gardens. He is the retired Regional Development Director at the University of South Florida. Mr. Bragin is also a former principal and Vice President (retired) of David Bilgore & Company and a former member of the Board of Directors of Interest Bank. He served in the U.S. Army and is a Korean War veteran. Mr. Bragin received his Bachelor of Science degree from the University of Pennsylvania (Wharton School). Mr. Bragin has served on the Company’s Board for over a decade, supporting institutional continuity with Company and industry knowledge accumulated through all phases of industry and economic cycles, and through the Company’s expansion over that period. Mr. Bragin’s diverse and considerable experience allows him to bring to the Board significant leadership skills, as well as a diversity of viewpoint in judgment. This led to the conclusion that he should serve as a Director of our Company

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		DIRECTORS — TERM TO EXPIRE 2015
Name	Age	Principal Occupation And Other Information
Scott Fink	52	Mr. Fink has served as a director of the Company since August 11, 2004. In 2001, Mr. Fink was awarded the Hyundai of New Port Richey, Florida dealership, where he is currently President and Owner. He has since opened two additional automobile franchises in the Tampa Bay area – Hyundai of Wesley Chapel and Mazda of Wesley Chapel. In 1998, Mr. Fink formed S&T Collision Centers, which currently operates out of locations in Clearwater and Brandon, Florida. Prior to 1998, Mr. Fink owned and operated a Toyota and a Mitsubishi Dealership in Clearwater, Florida. Mr. Fink also previously worked for Ford Motor Company in various management positions. Mr. Fink received his Bachelor of Science degree in Accounting from Wagner College, Staten Island, New York. Given his extensive business experience Mr. Fink brings a unique combination of leadership, financial and business analytical skills and acute business judgment to the Board. This led to the conclusion that he should serve as a Director of our Company.
Alton R. Neal	67	Mr. Neal has served as a director of the Company since May 17, 2000. He retired from the private practice of law at the end of 2008. He had been in private practice since 1975 and had been a partner with the firm of Johnson, Blakely, Pope, Bokor, Ruppel & Burns, Tampa, Florida, since 1999. From 1994 until 1999, he was a partner in the firm of Forlizzo & Neal. Mr. Neal also previously served as a Vice President – Corporate Finance for Raymond James & Associates, Inc. and worked at Lever Brothers in New York, New York. Mr. Neal received his Bachelor of Science degree in Accounting from Lipscomb University and received his Juris Doctor degree from Emory University. Mr. Neal has served on the Company’s Board for more than a decade, supporting institutional continuity with Company and industry knowledge accumulated through all phases of industry and economic cycles, and through the Company’s expansion over that period. He also brings considerable legal and transactional skills to the Board, including experience with SEC filings and other securities law matters. This led to the conclusion that he should serve as a Director of our Company.

Executive Officers

The Company currently has two (2) executive officers: Peter L. Vosotas, Chairman of the Board, Chief Executive Officer and President; and Ralph T. Finkenbrink, Senior Vice President, Chief Financial Officer and Secretary. Mr. Vosotas has a son who is an employee of the Company. For additional information regarding Messrs. Vosotas and Finkenbrink, see “Board Directors” above.

Committees of the Board of Directors

The Board of Directors of the Company has three standing committees: the Audit Committee; the Compensation Committee; and the Nominating/Corporate Governance Committee. Certain information regarding the Audit Committee is provided below under the caption “Audit Committee.”

On June 30, 2005, the Board of Directors established a Compensation Committee, which is comprised of three directors, namely Messrs. Bragin, Fink and Neal (Chair). The Board has determined that Messrs. Bragin, Fink and Neal satisfy the independence requirements of current NASDAQ Global Select Market listing standards.

The principal responsibilities of the Compensation Committee are to evaluate the performance and approve the compensation of the Company’s Chief Executive Officer and other executive officers; prepare an annual report on executive compensation for inclusion in proxy statements of the Company; and oversee the Company’s compensation and benefit plans for key employees and non-employee directors.

The Compensation Committee reviews and approves corporate goals and objectives relevant to the Company’s Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of these goals and objectives and establishes his compensation levels based on its evaluation. This Committee is also responsible for administration of the Nicholas Financial, Inc. Equity Incentive Plan, the Nicholas Financial, Inc. Employee Stock Option Plan and the Nicholas Financial, Inc. Non-Employee Director Stock Option Plan. The specific functions and responsibilities of the Compensation Committee are set forth in its written charter.

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On June 30, 2005, the Board of Directors established a Nominating/Corporate Governance Committee, which is comprised of two directors, namely Messrs. Bragin and Neal. The Board has determined that Messrs. Bragin and Neal satisfy the independence requirements of current NASDAQ Global Select Market listing standards. The Nominating/Corporate Governance Committee is governed by a written charter, which is reviewed on an annual basis.

The principal functions of the Nominating/Corporate Governance Committee are to: identify, consider and recommend to the Board qualified director nominees for election at the Company’s annual meeting; review and make recommendations on matters involving the general operation of the Board and its committees and recommend to the Board nominees for each committee of the Board; and develop and recommend to the Board the adoption and appropriate revision of the Company’s corporate governance practices.

Audit Committee

The Board of Directors has established an Audit Committee. From April 1, 2004 until June 30, 2005, the Audit Committee was comprised of two members, namely Messrs. Neal (Chair) and Bragin. Effective June 30, 2005, the size of the Audit Committee was expanded from two to three members, and Mr. Fink was added to the Audit Committee. The Board has determined that Messrs. Neal, Bragin and Fink satisfy the independence requirements of current SEC rules and NASDAQ Global Select Market listing standards. The Board also has determined that Mr. Fink qualifies as an audit committee financial expert as defined under these rules and listing standards.

The Audit Committee assists the Board of Directors with its responsibilities by (A) overseeing the Company’s accounting and financial reporting processes and the audits of the Company’s consolidated financial statements and (B) monitoring (i) the Company’s compliance with legal, risk management and regulatory requirements, (ii) the Company’s independent auditors’ qualifications and independence, (iii) the performance of the Company’s audit function and independent auditors, and (iv) the Company’s systems of internal control with respect to the integrity of financial records, adherence to its policies and compliance with legal requirements. The Audit Committee: has sole responsibility to retain and terminate the Company’s independent auditors, subject to shareholder ratification; has sole authority to pre-approve all audit and non-audit services performed by the Company’s independent auditors and the fees and terms of each engagement; reviews the scope and results of each annual internal audit; and reviews the Company’s audited consolidated financial statements and related public disclosures, earnings press releases and other financial information and earnings guidance provided to analysts or rating agencies. The Audit Committee is governed by a written charter, which sets forth the specific functions and responsibilities of the Audit Committee.

Report of the Audit Committee

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the consolidated financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed the audited consolidated financial statements in this Report with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the consolidated financial statements.

The Committee reviewed with the Company’s Independent Auditors, who are responsible for expressing an opinion on the conformity of those audited consolidated financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Committee under standards of the Public Company Accounting Oversight Board. The Audit Committee also discussed with the Company’s Independent Auditors matters related to the financial reporting process required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees.” In addition, the Audit Committee has received the written disclosures and the letter from the Independent Auditors required by Rule 3526 of the Public Company Accounting Standards Board, as currently in effect, and the Audit Committee discussed with the Independent Auditors that firm’s independence and considered the compatibility of nonaudit services with the Independent Auditors’ independence.

The Committee discussed with the Company’s Independent Auditors the overall scope and plans for their audit. The Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board has approved) that the audited consolidated financial statements be included in the Annual Report for filing with the SEC. The Committee and the Board have also recommended, subject to shareholder approval, the appointment of Dixon Hughes Goodman LLP as the Company’s Independent Auditors for the fiscal year ending March 31, 2014.

The foregoing report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates such report by reference therein.

Alton R. Neal, Audit Committee Chair

Scott Fink, Audit Committee Member

Stephen Bragin, Audit Committee Member

June 12, 2013

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Communications with Board of Directors

Shareholders may communicate with the full Board or individual Directors by submitting such communications in writing to Nicholas Financial, Inc., Attention: Board of Directors (or the individual Director(s)), Building C, 2454 McMullen Booth Road, Clearwater, Florida 33759. Such communications will be delivered directly to the appropriate Director(s).

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and more than 10% shareholders (collectively for purposes of this paragraph only, “Reporting Persons”) to file reports of their beneficial ownership and changes in beneficial ownership of the Company’s Common shares with the SEC and furnish copies of such reports to the Company. Based upon a review of copies of the reports filed with the SEC, we believe that no Reporting Person failed to file with the SEC on a timely basis during the fiscal year ended March 31, 2013, any required report relating to transactions involving equity securities of the Company beneficially owned by them, except that: Peter L. Vosotas filed four late reports reporting a total of four transactions on an untimely basis; Ralph T. Finkenbrink filed three late reports reporting a total of three transactions on an untimely basis; and each of Alton R. Neal and Scott Fink filed one late report reporting one transaction on an untimely basis.

Code of Ethics

The Company has adopted a written code of ethics applicable to its chief executive officer, chief financial officer, principal accounting officer and persons performing similar functions. The text of this code of ethics is filed as Exhibit 14 to this Report. A copy of the code of ethics is also posted on the Company’s web site at www.nicholasfinancial.com. The Company intends to satisfy the disclosure requirements under Item 5.05 of the SEC’s Current Report on Form 8-K regarding amendments to, or waivers from, the code of ethics by posting such information on the Company’s web site at www.nicholasfinancial.com. The Company is not including the information contained on or available through its web site as a part of, or incorporating such information by reference into, this Report.

Item 11. Executive Compensation, Compensation Interlocks and Insider Participation

Executive Compensation Discussion and Analysis

Overview of Executive Compensation Philosophy

The primary objectives of the Compensation Committee of the Company’s Board of Directors with respect to executive compensation are to attract, motivate and retain the best executive talent available and to align the Company’s executive compensation structure with shareholder value creation. More specifically, the Compensation Committee believes that executive compensation should:

• help attract and retain the most qualified individuals by being competitive with compensation paid to persons having similar responsibilities and duties in other companies in the same and closely related businesses;

• relate to the value created for shareholders by being directly tied to the financial performance of the Company and the particular executive officer’s contribution to such performance;

• motivate and reward individuals who help the Company achieve its short-term and long-term objectives and thereby contribute significantly to the success of the Company; and

• reflect the qualifications, skills, experience, and responsibilities of the particular executive officer.

Role of the Compensation Committee

The Compensation Committee is responsible for:

• evaluating the performance and determining and approving the compensation of the Company’s executive officers, including the Chief Executive Officer (the “CEO”); and

• overseeing the Company’s compensation and benefit plans for key employees and non-employee directors, including the Company’s equity plans.

Through this process, the Committee reviews and determines all aspects of compensation for the Named Executive Officers (as defined below) of the Company. The Named Executive Officers of the Company are: Mr. Peter L. Vosotas, Chairman of the Board, CEO and President; and Mr. Ralph T. Finkenbrink, Senior Vice President, Chief Financial Officer and Secretary.

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Process for Determining Executive Compensation

The Compensation Committee is responsible for establishing and monitoring adherence to the Company’s compensation programs. When setting executive compensation, the Compensation Committee applies a consistent approach for all Named Executive Officers. It intends that the combination of elements of executive compensation closely aligns the executives’ interest with those of the Company’s shareholders. Target total compensation is comprised of base salary, annual cash bonus and long-term incentive compensation in the form of equity grants. The Compensation Committee generally reviews and adjusts executive target total compensation levels annually in February and March of each year.

In fiscal 2006, the Board of Directors and Compensation Committee retained an independent compensation consulting firm to perform analyses of competitive performance and compensation levels for the Company’s Named Executive Officers. This consulting firm developed recommendations that were reviewed by the Compensation Committee and the Board of Directors in connection with approving executive compensation for fiscal 2007. Neither the Board of Directors nor the Compensation Committee has retained any independent compensation consultants since that time.

The Compensation Committee currently initiates the compensation process, seeking input and information from the CEO and the full Board of Directors before finalizing any salary increases, employment contracts, bonus plans or long-term incentive equity awards for Named Executive Officers. In considering the appropriate compensation for each of the Named Executive Officers, the Compensation Committee takes into consideration, among other things, the CEO’s recommendations, the executive pay for executive officers in comparable positions for companies in the Company’s peer group, the level of inherent risk associated with the position, the specific circumstances of the executive, and the advisory vote of the Company’s shareholders with respect to the compensation of the Named Executive Officer for the prior fiscal year. The Compensation Committee approves the base salary, annual cash bonus and long-term incentive equity awards for the CEO and for each Named Executive Officer below the CEO level.

The Compensation Committee has reviewed the aggregate amounts and mix of all components of the CEO’s and the other Named Executive Officer’s compensation, including base salary, annual cash bonus, long-term incentive compensation, accumulated (realized and unrealized) stock option and restricted stock gains, the value to the executive and cost to the Company of all perquisites and other personal benefits and the actual projected payout obligations for severance and change-in-control scenarios. A tally sheet setting forth all the above components was prepared affixing dollar amounts under the various payout scenarios for the CEO and the other Named Executive Officer and was reviewed by the Compensation Committee.

Compensation Components

The Company’s executive compensation program currently consists of three key elements: base salary, annual incentive bonus and long-term equity compensation.

Base Salary. The Compensation Committee establishes base salaries for the Company’s Named Executive Officers based on the scope of their responsibilities, taking into account competitive market compensation paid by other companies in the Company’s peer group for similar positions. Generally, the Compensation Committee believes that executive base salaries should be targeted near the median of the range of salaries for executives in similar positions and with similar responsibilities at comparable companies in line with our compensation philosophy.

Base salaries are reviewed annually, and may be adjusted to realign salaries with market levels after taking into account individual responsibilities, performance and experience.

The base salaries for Mr. Vosotas, the Company’s CEO, and Mr. Finkenbrink, the Company’s Chief Financial Officer for the fiscal year ended March 31, 2013 (“Fiscal 2013”) were $360,000 and $250,000, respectively, and for the fiscal year ending March 31, 2014 (“Fiscal 2014”) are $360,000 and $250,000, respectively. The Compensation Committee believes that the current base salaries of the Company’s Named Executive Officers are generally competitive at the median salary ranges observed at comparable companies.

Annual Incentive Bonus. Annual cash incentive bonuses are intended to compensate the Named Executive Officers for achieving the Company’s annual financial goals.

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For Fiscal 2013, the Company had in effect an annual incentive bonus program for each of its Named Executive Officers. In addition to his annual base salary, each Named Executive Officer was entitled to receive cash bonuses for Fiscal 2013 based upon the Company’s revenues and operating income exceeding certain target percentages. The tables below summarize the cash bonuses payable to each of the Named Executive Officers based upon meeting or exceeding the indicated growth targets:

Revenue Growth Target (% Increase Over Fiscal 2012)*	Cash Bonus Payable to Mr. Vosotas	Cash Bonus Payable to Mr. Finkenbrink
3%	$20,000	$15,000
5% or above	$40,000	$30,000

* A prorated cash bonus was payable to each Named Executive Officer in the event revenue growth was between the 3% and 5% targets.

Operating Income Growth Target (% Increase Over Fiscal 2012)*	Cash Bonus Payable to Mr. Vosotas	Cash Bonus Payable to Mr. Finkenbrink
5%	$20,000	$15,000
10% or above	$40,000	$30,000

* A prorated cash bonus was payable to each Named Executive Officer in the event operating income growth was between the 5% and 10% targets.

Pursuant to the foregoing awards, Messrs. Vosotas and Finkenbrink received aggregate cash bonuses pursuant to the Fiscal 2013 incentive bonus program of $26,111 and $19,584, respectively.

For Fiscal 2014, the Compensation Committee has established an annual incentive cash bonus program for each of the Company’s Named Executive Officers that is identical to his annual incentive cash bonus program for Fiscal 2013.

Long-Term Equity Compensation. The Compensation Committee believes that stock-based awards promote the long-term growth and profitability of the Company by providing executive officers of the Company with incentives to improve shareholder value and contribute to the success of the Company and by enabling the Company to attract, retain and reward the best available persons for executive officer positions. The Company currently maintains two long-term equity incentive plans for executive officers – the Nicholas Financial, Inc. Equity Incentive Plan (the “Equity Plan”) and the Nicholas Financial, Inc. Employee Stock Option Plan (the “Employee Plan”). The Employee Plan was terminated on August 9, 2006, and no new awards will be granted under such plan, although stock options granted under such plan and still outstanding will continue to be subject to all terms and conditions of such plan.

The Compensation Committee may grant awards under the Equity Plan to any officer (including the Named Executive Officers) or other salaried key employee of the Company or its affiliates. As of June 1, 2013, there were approximately six officers and 120 other salaried key employees (not including officers) eligible to participate in the Equity Plan.

The Company’s Named Executive Officers received the following equity awards under the Equity Plan as part of the Fiscal 2013 incentive bonus program: (i) on May 8, 2012, Mr. Vosotas was awarded 20,000 shares of restricted stock, which shares will vest on March 31, 2014; (ii) on May 8, 2012, Mr. Vosotas was awarded 20,000 performance shares subject to the base operating income and revenue targets associated with his Fiscal 2013 incentive cash bonuses program described above; and (iii) on May 8, 2012, Mr. Finkenbrink was awarded 15,000 shares of restricted stock, which shares will vest on March 31, 2014. To date, neither of the Company’s Named Executive Officers has received any equity awards for Fiscal 2014.

The Company cannot currently determine the number or type of additional awards that may be granted to eligible participants under the Equity Plan in the future. Such determinations will be made from time to time by the Compensation Committee (or Board).

Change in Control

The Company has change in control provisions in its employment agreements with the Named Executive Officers, the Equity Plan and the Employee Plan. The Company has no additional change in control contracts or arrangements with any of the Named Executive Officers. The employment agreements with the Named Executive Officers were amended and restated on July 3, 2012, principally to address tax considerations relating to Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”). The severance payment provisions of these agreements were also amended, however, to provide for severance in the event of a change of control only under certain circumstances, rather than at the sole discretion of the Executive upon a change of control. For further information regarding these employment agreements, see “Potential Payments Upon Termination or a Change-in-Control” and “Summary of Employment Agreements With Named Executive Officers” below.

The change in control provisions in the plans and the employment agreements, as amended and restated, are designed to make a change in control transaction neutral to the economic interests of employees that might be involved in considering such a transaction. The employees subject to these provisions would likely not be in a position to influence the Company’s performance after a change in

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control or may not be in a position to earn their incentive awards or vest in their equity awards after a change in control. Thus, the provisions are meant to encourage employees that may be involved in considering a change in control transaction to act in the interests of the Company’s shareholders rather than their own interests.

The change in control provisions in the employment agreements with Named Executive Officers are described below under “Potential Payments Upon Termination or a Change-In-Control.” Generally, the Company’s equity compensation plans provide that restricted stock will vest in full, and options to purchase Common shares will become immediately exercisable, either upon a change in control or upon termination of employment within one year after a change in control. The Compensation Committee believes that the provisions provided for under both our employment agreements and equity compensation plans are appropriate since an employee’s position could be adversely affected by a change in control even if he is not terminated. These plans provide, however, that the Compensation Committee may determine in advance of the change in control event that the provisions would not apply and therefore no accelerated vesting would occur.

Other Compensation

Consistent with the Compensation Committee’s pay-for-performance compensation philosophy, the Company intends to continue to maintain modest executive benefits and perquisites for executive officers; however, the Compensation Committee, in its discretion, may revise, amend or add to the officer’s executive benefits and perquisites if it deems it advisable. The Compensation Committee believes these benefits and perquisites are currently at or below median competitive levels for companies in the Company’s peer group. The Compensation Committee has no current plans to make changes to either the employment agreements (except as required by law or as required to clarify the benefits to which the executive officers are entitled as set forth herein) or levels of benefits and perquisites provided under the employment agreements. In this regard it should be noted that the Company does not provide pension arrangements, post-retirement health coverage, or similar benefits for its executives or employees.

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The following table generally illustrates the benefit plans and perquisites that the Company does and does not provide and identifies those employees who may be eligible to receive them. Perquisites for the Named Executive Officers are detailed within the footnotes of the summary compensation table.

Perquisites and Employee Benefits	Executive Officers	Full-Time Employees
401(k) Plan (1)	ü	ü
Medical/Dental Plans (2)	ü	ü
Life Insurance (3)	ü	ü
Long Term Disability Plan (4)	ü	ü
Short Term Disability Plan (5)	ü	ü
Company Paid Trips (6)	ü	ü
Company Owned Vehicle (7)	ü	ü
Club Memberships (8)	ü	Not Offered
Change in Control and Severance Plan (9)	ü	Not Offered
Deferred Compensation Plan	Not Offered	Not Offered
Supplemental Early Retirement Plan	Not Offered	Not Offered
Employee Stock Ownership Plan	Not Offered	Not Offered
Defined Benefit Pension Plan	Not Offered	Not Offered

(1) Eligible employees, including the Company’s executive officers, are able to participate in the Company’s 401(k) Plan. The 401(k) Plan permits participants to make 401(k) contributions on a pretax basis. All employees of the Company and its subsidiaries who are at least age 21 are eligible to participate in the 401(k) Plan on the first day of the month following the completion of one year of service. Participants can contribute up to 60% of their pretax compensation to the 401(k) Plan annually, subject to certain legal limitations. Neither the Company nor any of its subsidiaries made any matching contributions in fiscal 2013; the Company has not yet determined whether it will make any matching contributions in fiscal 2014.

(2) The Company provides medical insurance coverage for all of its full-time employees, including the Named Executive Officers. The Company pays 80% of the applicable premium and the employee pays the remaining 20% of the premium. Employees electing dependent coverage are responsible for 100% of the premium, less a $100 Company contribution, or a $250 Company contribution if the employee holds the position of Branch Manager or above. Dental coverage is offered to all full-time employees. The Company pays 50% of the applicable premium and the employee pays the remaining 50% of the premium.

(3) The Company provides all full-time employees, including the Named Executive Officers, with a $10,000 term life insurance policy. The premium for this coverage is paid entirely by the Company.

(4) The Company provides all full-time employees, including the Named Executive Officers, long-term disability insurance with a monthly benefit in the amount of 60% of monthly salary up to a maximum of $10,000 per month. The premium for this coverage is paid entirely by the Company.

(5) The Company offers short-term disability insurance coverage to all of its full-time employees, including the Named Executive Officers. The employee is responsible for 100% of the applicable premium.

(6) The Company maintains an annual sales contest that rewards certain employees with a trip at Company expense. One or both of the Named Executive Officers typically participates in this program.

(7) The Company provides a Company vehicle to the Named Executive Officers. The Company also provides Company vehicles to its branch managers, regional managers and other key personnel.

(8) The Company covers certain country club membership costs for the Named Executive Officers.

(9) The Company’s employment agreements with the Named Executive Officers provide for certain change in control and severance benefits as described elsewhere in this Report.

Policy Regarding Retroactive Adjustments

Section 304 of the Sarbanes-Oxley Act of 2002 authorizes a company to claw back certain incentive-based compensation and stock profits of the Chief Executive Officer and Chief Financial Officer if the company is required to prepare an accounting restatement due to the material noncompliance of the company, as a result of misconduct, with any financial reporting requirement under the securities laws. The Compensation Committee does not otherwise have a formal policy regarding whether the Committee will make retroactive adjustments to, or attempt to recover, cash or share-based incentive compensation granted or paid to executive officers in which the payment was predicated upon the achievement of certain financial results that are subsequently the subject of a restatement. The Committee may seek to recover any amount determined to have been inappropriately received by the individual executive to the extent permitted by applicable law.

Tax, Accounting and Other Considerations

Section 162(m) of the Code, limits the Company’s deduction of annual compensation paid to the Named Executive Officers to $1 million per employee, unless the compensation meets certain specific requirements to qualify as performance-based compensation. The Compensation Committee has considered the Company’s ability to deduct from taxable income certain performance based compensation under Section 162(m) of the Code. At the current compensation levels in effect for the Named Executive Officers, tax deductibility under Section 162(m) was not a determinative factor in the design of the Company’s compensation program.

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Section 280G of the Code limits the Company’s ability to take a tax deduction for certain “excess parachute payments” (as defined in Code Section 280G) paid in connection with a change in control transaction, and Section 4999 of the Code imposes excise taxes on certain executives who receive “excess parachute payments.” The Compensation Committee considers the adverse tax liabilities imposed by Code Sections 280G and 4999, as well as other competitive factors, when it designs and implements arrangements that may be triggered upon a change in control for all potentially affected employees, including the Company’s Named Executive Officers.

Various rules under generally accepted accounting principles determine the extent to which and the manner in which the Company accounts for grants under its long term equity incentive plans in its financial statements. The Compensation Committee takes into consideration the accounting treatment under Financial Accounting Standards Board (“FASB”) Accounting Standards Classification (“ASC”) Topic 718, “Stock Compensation” (formerly, FAS 123(R)) (“ASC Topic 718”), when determining the types of and value of grants under its long term equity incentive plans for all employees, including the Company’s Named Executive Officers. The accounting treatment of such grants, however, is not determinative of the type, timing, or amount of any particular grant of equity-based compensation to the Company’s employees.

Compensation Committee Report

The Compensation Committee of the Board of Directors has reviewed and discussed the foregoing “Executive Compensation Discussion and Analysis” with management of the Company and, based upon such review and discussion, has recommended to the Board that the “Executive Compensation Discussion and Analysis” be included in this Report.

Alton R. Neal, Compensation Committee Chair

Scott Fink, Compensation Committee Member

Stephen Bragin, Compensation Committee Member

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended March 31, 2013, the Compensation Committee was comprised of Messrs. Neal, Fink and Bragin, none of whom is, or ever has been, an employee or officer of the Company or any of its subsidiaries. During the fiscal year ended March 31, 2013, none of the Named Executive Officers of the Company served on the board of directors or compensation committee (or other board committee performing equivalent functions) of any other entity, one of whose executive officers served on the Board of Directors and/or Compensation Committee of the Company.

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Summary Compensation Table

The following table sets forth for each of the Named Executive Officers: (i) the dollar value of base salary and bonus earned during each of the fiscal years ended March 31, 2013, 2012 and 2011, respectively; (ii) the aggregate grant date fair value of stock and option awards granted during each of such fiscal years, computed in accordance with ASC Topic 718; (iii) the dollar value of earnings for services pursuant to awards granted during each of such fiscal years under non-equity incentive plans; (iv) the change in pension value and non-qualified deferred compensation earnings during each of such fiscal years; (v) all other compensation for each of such fiscal years; and (vi) the dollar value of total compensation for each of such fiscal years.

Name and Principal Position (a)	Fiscal Year (b)		Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)			Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)			Total ($) (j)
Peter L. Vosotas		2013	$	360,000		—	$	530,800	(1)		—	$	26,111	—	$	13,208	(2)	$	930,119
Chairman of the Board,		2012	$	360,000		—		—			—	$	55,800	—	$	14,450	(3)	$	430,250
Chief Executive Officer And President		2011	$	300,000		—	$	215,000	(4)		—	$	138,350	—	$	13,709	(5)	$	667,059
Ralph T. Finkenbrink		2013	$	250,000		—	$	199,050	(6)		—	$	19,584	—	$	9,475	(7)	$	478,109
Senior Vice President,		2012	$	250,000		—	$	64,800	(8)		—	$	44,400	—	$	7,275	(9)	$	366,475
Chief Financial Officer and Secretary		2011	$	250,000		—	$	129,000	(10)		—	$	40,000	—	$	7,275	(11)	$	426,275

Note: All of the above compensation amounts are expressed in U.S. Dollars

(1) Value of 20,000 restricted shares granted pursuant to the Equity Plan on May 8, 2012 and 20,000 performance shares (subject to the base operating income and revenue targets associated with Mr. Vosotas’ Fiscal 2013 cash bonus program described above) awarded pursuant to the Equity Plan on May 8, 2012. These shares are valued at $13.27/share – the closing price on the date of grant. Based upon the Company’s financial results for Fiscal 2013, Mr. Vosotas actually received 10,000 of the possible 20,000 performance shares. These shares had a value of $132,700 based upon the grant date price per share of $13.27/share. For more information on the valuation of share-based awards, see Notes 2 and 9 to the Company’s consolidated financial statements included elsewhere in this Report.

(2) Includes payment of club membership dues ($8,115) and personal use of Company-provided vehicle ($5,093).

(3) Includes payment of club membership dues ($7,117), personal use of Company-provided vehicle ($5,093), and sales incentive trip ($2,240).

(4) Value of 25,000 restricted shares granted pursuant to the Equity Plan on April 15, 2010. These shares are valued at $8.60/share – the closing price on the date of grant. For more information on the valuation of share-based awards see Notes 2 and 9 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

(5) Includes payment of club membership dues ($6,366), personal use of Company-provided vehicle ($5,093) and sales incentive trip ($2,250).

(6) Value of 15,000 restricted shares granted pursuant to the Equity Plan on May 8, 2012. These shares are valued at $13.27/share – the closing price on the date of grant. For more information on the valuation of share-based awards, see Notes 2 and 9 to the Company’s consolidated financial statements included elsewhere in this Report.

(7) Includes payment of club membership dues ($4,800), personal use of Company-provided vehicle ($2,475) and sales incentive trip ($2,200).

(8) Value of 5,000 restricted shares granted pursuant to the Equity Plan on May 9, 2011. These shares are valued at $12.96/share – the closing price on the date of grant. For more information on the valuation of share-based awards, see Notes 2 and 9 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2012.

(9) Includes payment of club membership dues ($4,800) and personal use of Company-provided vehicle ($2,475).

(10) Value of 15,000 restricted shares granted pursuant to the Equity Plan on April 15, 2010. These shares are valued at $8.60/share – the closing price on the date of grant. For more information on the valuation of share-based awards, see Notes 2 and 9 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

(11) Includes payment of club membership dues ($4,800) and personal use of Company-provided vehicle ($2,475).

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Grants of Plan-Based Awards

The following table sets forth information regarding all plan-based awards that were made to the Named Executive Officers during the fiscal year ended March 31, 2013 including incentive plan awards (equity-based and non-equity based) and other plan-based awards. Disclosure on a separate line item is provided for each grant of an award made to a Named Executive Officer during such fiscal year. The information supplements the dollar value disclosure of stock, option and non-stock awards in the Summary Compensation Table by providing additional details about such awards. Equity incentive-based awards are subject to a performance condition as such term is defined by ASC Topic 718. Non-equity incentive plan awards are not subject to ASC Topic 718 and are intended to serve as an incentive for performance to occur over a specified period.

Name (a)	Grant Date (b)			Estimated Future Payouts Under Non-Equity Incentive Plan  Awards						Estimated Future Payouts Under Equity Incentive Plan  Awards					All Other Stock Awards: Number of Shares of Stock or Units (#) (i)			All Other Option Awards: Number of Securities Underlying Options (#) (j)	Exercise or Base Price of Option Awards ($/Sh) (k)	Grant Date Fair Value of Stock and Option Awards ($) (l)
				Threshold ($) (c) (1)		Target ($) (d) (1)		Maximum ($) (e) (1)		Threshold (#) (f)	Target (#) (g)			Maximum (#) (h)
Peter L. Vosotas Chairman of the Board, Chief Executive Officer and President		5/8/12	(2)	$	20,000	$	60,000	$	80,000			20,000	(3)			20,000	(4)			$	530,800
Ralph T. Finkenbrink Senior Vice President, Chief Financial Officers and Secretary		5/8/12	(2)	$	15,000	$	45,000	$	60,000							15,000	(5)			$	199,050

(1) On May 8, 2012, the Compensation Committee approved incentive bonus plans for the Named Executive Officers relating to the Company’s performance for the fiscal year ending March 31, 2013. Under these plans, each Named Executive Officer had the potential to earn the estimated future cash payouts that are disclosed above during the fiscal year ended March 31, 2013. Pursuant to such plans, Messrs. Vosotas and Finkenbrink ultimately received aggregate cash bonuses of $26,111 and $19,584, respectively. We include further details regarding these plans, including information on performance criteria, under the caption “Executive Compensation Discussion and Analysis – Compensation Components” above.

(2) The date on which the Compensation Committee took action to grant such award was May 8, 2012.

(3) Consist of 20,000 performance shares awarded pursuant to the Equity Plan on May 8, 2012. These performance shares were subject to the base operating income and revenue targets associated with Mr.Vosotas’ Fiscal 2013 cash bonus program described above. Based upon the Company’s financial results for Fiscal 2013, Mr.Vosotas actually received 10,000 of the possible 20,000 performance shares.

(4) Consists of restricted stock awarded under the Equity Plan on May 8, 2012. These shares will vest on March 31, 2014.

(5) Consists of restricted stock awarded under the Equity Plan on May 8, 2012. These shares will vest on March 31, 2014.

Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

For the fiscal year ended March 31, 2013 we maintained the following executive compensation programs for our Named Executive Officers:

• Base salary

• Annual case incentive bonus compensation

• Equity-based awards

• Limited perquisites, such as an automobile and payment of club dues

• Certain insurance coverages

• 401(k) plan

• Term life insurance

We include further details regarding these programs, including information on performance criteria and vesting provisions, in the “Executive Compensation Discussion and Analysis” section above.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding option and stock awards held by the Named Executive Officers at March 31, 2013 including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and expiration date of each outstanding option.

Name (a)	Option Awards								Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (g)			Market Value of Shares or Units of Stock That Have Not Vested ($) (h)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)
Peter L. Vosotas		55,000			$	0.38		3/31/19		20,000	(1)	$	265,400	(2)
Chairman of the Board, Chief Executive Officer and President		27,500			$	0.35		4/01/19
Ralph T. Finkenbrink		11,000			$	6.58		8/31/17		20,000	(3)	$	294,000	(4)
Senior Vice President, Chief Financial Officer and		8,200			$	3.60		3/19/18
Secretary		38,500			$	3.50		4/01/18

(1) Represents restricted stock granted under the Equity Plan on May 8, 2012.

(2) The value was determined by multiplying the closing price per Common share on March 31, 2013 by the number of unvested shares of restricted stock as of such date.

(3) Represents restricted stock granted under the Equity Plan on May 9, 2011 and May 8, 2012. The shares granted on May 9, 1011 will vest on March 31, 2014 and the shares granted on May 8, 2012 will vest on March 31, 2014.

(4) The value was determined by multiplying the closing price per Common share on March 31, 2013 by the number of unvested shares of restricted stock as of such date.

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Option Exercises and Stock Vested

The following table sets forth information regarding each exercise of stock options and vesting of restricted stock during Fiscal 2013 for each of the Named Executive Officers on an aggregated basis:

	Option Awards		Stock Awards
Name (a)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)	Number of Shares Acquired on Vesting (#) (d)			Value Realized on Vesting ($) (e)
Peter L. Vosotas Chairman of the Board, Chief Executive Officer and President				10,000	(1)	$	147,000	(2)
Ralph T. Finkenbrink Senior Vice President, Chief Financial Officer and Secretary				15,000	(3)	$	220,500	(4)

(1) Represents performance shares awarded under the Equity Plan on May 8, 2012, which shares vested on March 31, 2013.

(2) The value was determined by multiplying the closing price per Common share on March 31, 2013 by the number of performance shares that vested.

(3) Represents restricted shares granted under the Equity Plan on April 15, 2010, which shares vested on March 31, 2013.

(4) The value was determined by multiplying the closing price per Common share on March 31, 2013 by the number of restricted shares that vested.

Pension Benefits

The Company does not provide pension arrangements or post-retirement health coverage for its executives or employees.

Nonqualified Deferred Compensation

The Company does not provide any nonqualified defined contribution or other nonqualified deferred compensation plans.

Potential Payments Upon Termination or a Change-in-Control

Employment Agreements

The Company has entered into separate employment agreements with each of its Named Executive Officers, namely Peter L. Vosotas and Ralph T. Finkenbrink, which employment agreements were amended and restated on July 3, 2012. The payments to be made to these Named Executive Officers pursuant to the amended and restated employment agreements in the event of disability or death, involuntary termination without cause and termination following a change in control are described below. These amended and restated employment agreements are described in greater detail below.

Payments Made Upon Death or Disability. In the event of the termination of employment due to his death or disability, a Named Executive Officer will receive only such compensation and other benefits to which he was entitled under his employment agreement or otherwise as an employee of the Company through the termination date, including payments of base salary through the calendar month in which such termination occurs.

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Payments Made Upon Termination Without Cause or Constructive Termination. In the event of the termination of a Named Executive Officer’s employment (i) by the Company other than for cause (as defined in his employment agreement) or (ii) by the Named Executive Officer upon (a) a good faith determination by the Named Executive Officer that there has been a material breach of his employment agreement by the Company, (b) a material adverse change in the Named Executive Officer’s working conditions or status, (c) a significant relocation of the Named Executive Officer’s principal office, or (d) upon or within the two-year period following a change of control of the Company, a good faith determination by him that there has been any of the following: a breach of his employment agreement by the Company, any adverse change in his working conditions, status, authority, duties, responsibilities (including reporting other than directly to the Board of Directors) or any requirement that he relocate his principal office to a location that is more than ten miles from the location of his principal office immediately prior to the change of control, then the Named Executive Officer will be paid (subject to the Section 280G cap described below), a one-time, lump-sum severance payment equal to two times the sum of (A) the Named Executive Officer’s annual base salary in effect at the time of such termination and (B) the Named Executive Officer’s average annual bonus for the two full calendar years immediately preceding such termination.

A “change of control” is defined in the employment agreements with the Named Executive Officers generally as the occurrence of any of the following:

(i) any person, entity, or group acting in concert (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company), becomes the beneficial owner of securities of the Company which, together with securities previously owned, confer upon such person, entity or group the combined voting power, on any matters brought to a vote of shareholders, of twenty percent (20%) or more of the then outstanding shares of voting securities of the Company; or

(ii) the sale, assignment or transfer of assets of the Company or any of its subsidiaries, in a transaction or series of transactions, in which the aggregate consideration received or to be received by the Company or any such subsidiary in connection with such sale, assignment or transfer is greater than fifty percent (50%) of the book value, as determined by the Company in accordance with generally accepted accounting principles, of the Company’s assets determined on a consolidated basis immediately before such transaction or the first of such transactions; or

(iii) the merger, consolidation, share exchange or reorganization of the Company (or one or more direct or indirect subsidiaries of the Company) as a result of which the holders of all of the shares of capital stock of the Company as a group would receive less than fifty percent (50%) of the combined voting power of the voting securities of the Company or the voting securities of the surviving or resulting entity or any parent thereof immediately after such merger, consolidation, share exchange or reorganization; or

(iv) the adoption of a plan of complete liquidation or the approval of the dissolution of the Company; or

(v) the commencement of a tender or exchange offer which, if successful, would result in a change of control of the Company; or

(vi) a determination by the Board of Directors of the Company, in view of the then current circumstances or impending events, that a change of control of the Company has occurred or is imminent, which determination shall be made for the specific purpose of triggering the operative provisions of the employment agreements.

If the severance payment, either alone or when added to any other payment or benefit to which the Named Executive Officer is entitled from the Company, exceeds the amount that may be paid by the Company without a loss of deduction under Section 280G of the Code, then the severance payment will be reduced to an amount that would not result in a loss of deduction.

Long Term Equity Compensation

Equity Plan. Unless the Compensation Committee provides otherwise in any particular award agreement, in the event of a change of control of the Company, awards may be assumed or substitute awards may be made by the Company or its successor that contain similar terms and conditions as the awards issued under the Equity Plan, without participant consent. If awards are assumed or if substitute awards are made, and if the Company or its successor in the change of control transaction terminates a participant within one year following the change of control, then the award will immediately vest on the date of such termination of employment or service, as applicable.

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If the Company or its successor does not assume the awards or grant substitute awards, then:

• At least 15 days prior to the change of control transaction, all options held by employees of the Company or its affiliates will become fully vested, and the Company will provide a notice to all holders of options of their right to exercise their options up to the date of the change of control. On the change of control date, all options will be cancelled. If it is not feasible to give 15 days notice of cancellation of the options, then the Compensation Committee may determine prior to the change of control date that all options held by employees of the Company or its affiliates will become vested on the date of the change of control, and all holders of options will receive a cash payment, in exchange for cancellation of the options, equal to the value of the option as determined by the Compensation Committee.

• All shares of restricted stock will vest in full immediately prior to the date of a change of control.

• Performance share awards will be deemed earned immediately prior to the date of the change of control in an amount equal to the amount that would be earned had the target performance goal for the performance period been met, and then prorated based on the number of days in the performance period that have elapsed to the date of the change of control.

For purposes of the Equity Plan, a “change of control” generally includes any of the following events:

• A person or group of persons becomes the beneficial owner of 25% or more of the outstanding Common shares of the Company or the voting power of any of the Company’s securities, not counting acquisitions approved in advance by the Board of Directors;

• The members of the Board of Directors on April 1, 2007 (and any new member appointed or elected to the Board whose appointment, nomination or election was approved by two-thirds of the Board, unless the election is in connection with an election contest) cease to constitute a majority of the Board;

• The consummation or the sale or other disposition of all, or substantially all, of the Company’s assets;

• The consummation of a complete liquidation or dissolution of the Company; or

• The consummation of a merger or consolidation of the Company with or into any other company in which the Company’s shareholders immediately prior to the merger or consolidation will own less than 50% of the outstanding common shares or voting control of the surviving company.

In the event of termination of a participant’s employment due to death or disability or termination without cause by the Company, all restricted shares granted to such participant shall become fully vested and the restrictions on transferability under the terms of the award shall lapse.

In the event of termination of a participant’s employment due to death, disability or retirement, all options granted to such participant under the Equity Plan shall become fully vested on the date of such termination and shall be exercisable thereafter for a period of thirty days.

In the event of termination of a participant’s employment due to death or disability prior to the end of a performance period, performance share awards will be deemed earned immediately upon such termination in an amount equal to the amount that would have been earned had the target performance goal for the performance period been met, and then prorated based on the number of days in the performance period that have elapsed to the date of termination of employment.

In all other cases of termination, non-vested equity awards under the Equity Plan will be forfeited.

A more detailed description of the Equity Plan can be found below under the heading “Summary of Equity Plan.”

Employee Plan. In the event of a change in control of the Company, options granted under the Employee Plan will become immediately exercisable in full, unless the Company or its successor in the change in control transaction assumes the options or substitutes substantially equivalent options. In that case, the options will not be immediately exercisable, but will remain exercisable in accordance with their terms.

For purposes of the Employee Plan, a change in control generally includes any of the following events:

• The Company adopts a plan of reorganization, merger, share exchange or consolidation with one or more other corporations or other entities as a result of which the holders of the Company’s Common shares as a group would receive less than fifty percent (50%) of the voting power of the capital stock or other interests of the surviving or resulting corporation or entity;

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• The Company adopts a plan of liquidation or obtains the approval of its dissolution;

• The Board of Directors approves an agreement providing for the sale or transfer (other than as a security for the Company’s or any subsidiary’s obligations) of substantially all of the assets of the Company; or

• Any person acquires more than twenty percent (20%) of the Company’s outstanding Common shares, if such acquisition is not preceded by a prior expression of approval by the Board.

In the event of termination of a participant’s employment due to death, disability or retirement with the consent of the Company, all options granted to such participant under the Employee Plan shall be exercisable for a period of three months (extendable to one year, at the discretion of the Special Committee), but only to the extent such options were exercisable as of the date of such termination.

In all other cases, options terminate immediately upon termination of employment.

Quantification of Termination/Change in Control Payments

The table below reflects the amount of compensation to be paid to each of the Named Executive Officers of the Company in the event of his disability or death, involuntary termination without cause or constructive termination, or termination upon a change in control. The amounts assume that such termination was effective as of March 31, 2013, and thus includes amounts earned through such time and are estimates of the amounts that would be paid out upon termination. The actual amounts to be paid out can only be determined at the time of separation from the Company and may be subject to limitations under the Code.

	Fiscal 2013 Termination/Change of Control Payments
	Death or Disability						Constructive Termination or Termination Without Cause						Termination Upon Change in Control
Name	Salary & Bonus $		Benefits $(1)		Total $		Salary & Bonus $		Benefits $(2)		Total $		Salary & Bonus $		Benefits $(1)		Total $
Peter L. Vosotas Chairman of the Board, Chief Executive Officer and President		—	$	1,476,250	$	1,476,250	$	801,911	$	294,000	$	1,095,911	$	801,911	$	1,476,250	$	2,278,161
Ralph T. Finkenbrink Senior Vice President, Chief Financial Officer and Secretary		—	$	905,520	$	905,520	$	563,984	$	294,000	$	857,984	$	563,984	$	905,520	$	1,469,504

(1) Consists of the value of the accelerated vesting of outstanding unvested restricted stock and stock options. The value of the accelerated vesting of unvested restricted stock was determined by multiplying the closing price per Common share on March 31, 2013 by the number of shares of restricted stock that were subject to accelerated vesting. The value of the accelerated vesting of unvested stock options was determined by calculating the sum of the differences between the closing price per Common share on March 31, 2013 and the exercise price for each “in-the-money” option that was subject to accelerated vesting.

(2) Consists of the value of the accelerated vesting of outstanding unvested restricted stock. The value of the accelerated vesting of unvested restricted stock was determined by multiplying the closing price per Common share on March 31, 2013 by the number of shares of restricted stock that were subject to accelerated vesting.

Summary of Employment Agreements With Named Executive Officers

The following section provides information on employment agreements with our Named Executive Officers noted in the Compensation Discussion and Analysis or in the tables. For the convenience of the reader, we are putting the descriptions of these employment agreements in one location.

Effective March 16, 1999, the Company entered into an employment agreement with Peter L. Vosotas, Chairman of the Board, President and Chief Executive Officer, which employment agreement was amended and restated on July 3, 2012. The agreement currently provides for a minimum base salary of $360,000 and annual performance bonuses as determined by the Compensation Committee. The term of the agreement, as amended and restated, automatically renews on March 16 of each year for a successive two-year term, unless the Company provides to Mr. Vosotas, at least sixty days prior to such date, written notification that it intends not to renew this agreement. The current term of Mr. Vosotas’ employment agreement will expire on March 16, 2014, unless automatically renewed as described above. Mr. Vosotas’s employment agreement provides that, if he is terminated by the Company without cause, or if he terminates his employment upon (a) a good faith determination by him that the Company has materially breached his employment agreement, (b) a material adverse change in his working conditions or status, (c) a significant relocation of his principal office or (d) upon or within the two-year period following a change of control of the Company, a good faith determination by him that there has been any of the following: a breach of his employment agreement by the Company, any adverse change in his working conditions, status, authority, duties, responsibilities (including reporting other than directly to the Board of Directors) or any requirement that he relocate his principal office to a location that is more than ten miles from the location of his principal office immediately prior to the change of control, then he shall be entitled to a severance payment equal to the sum of two times his annual base salary in effect at the time of such termination and his average annual bonus for the two full calendar years immediately preceding such termination. Mr. Vosotas’s agreement further provides that, during the term of the agreement and for a period of two years thereafter, Mr. Vosotas will not, directly or indirectly, compete with the Company by engaging in certain proscribed activities.

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Effective November 22, 1999, the Company entered into an employment agreement with Ralph T. Finkenbrink, Senior Vice-President of Finance, which employment agreement was amended and restated on July 3, 2012. The agreement currently provides for a minimum base salary of $250,000 and annual performance bonuses as determined by the Compensation Committee. The term of the agreement, as amended and restated, agreement automatically renews on November 22 of each year for a successive two-year term, unless the Company provides to Mr. Finkenbrink, at least sixty days prior to such date, written notification that it intends not to renew this agreement. The current term of Mr. Finkenbrink’s employment agreement will expire on November 22, 2013, unless automatically renewed as described herein. Mr. Finkenbrink’s employment agreement provides that, if he is terminated by the Company without cause, or if he terminates his employment upon (a) a good faith determination by him that the Company has materially breached his employment agreement, (b) a material adverse change in his working conditions or status, (c) a significant relocation of his principal office or (d) upon or within the two-year period following a change of control of the Company, a good faith determination by him that there has been any of the following: a breach of his employment agreement by the Company, any adverse change in his working conditions, status, authority, duties, responsibilities (including reporting other than directly to the Board of Directors) or any requirement that he relocate his principal office to a location that is more than ten miles from the location of his principal office immediately prior to the change of control, then he shall be entitled to a severance payment equal to the sum of two times his annual base salary in effect at the time of such termination and his average annual bonus for the two full calendar years immediately preceding such termination. Mr. Finkenbrink’s agreement further provides that, during the term of the agreement and for a period of two years thereafter, Mr. Finkenbrink will not, directly or indirectly, compete with the Company by engaging in certain proscribed activities.

Summary of Equity Plan

The Equity Plan was adopted by the Board of Directors of the Company on June 15, 2006, and approved by the shareholders of the Company on August 9, 2006. The purposes of the Equity Plan are:

• to attract, retain and reward individuals who serve as key employees and non-employee directors of the Board; and

• to increase shareholder value by offering participants the opportunity to acquire Common shares or receive monetary payments based on the value of such Common shares. By providing stock-based awards to the Company’s key employees and non-employee directors, the Board of Directors believes those individuals will be provided an incentive to increase shareholder value.

The Equity Plan:

• is administered by the Compensation Committee with respect to key employee participants and the Board of Directors with respect to Non-Employee Director participants;

• permits the grant of stock options (non-qualified or incentive), restricted stock and performance shares;

• limits the number of awards that the Compensation Committee may grant to any one key employee participant;

• limits the number of shares that may be granted as restricted stock to 300,000 Common shares;

• prohibits discounted stock options from being granted, and prohibits repricing of stock options;

• requires shareholder approval for certain changes to the Equity Plan’s terms; and

• reserves 975,000 Common shares for awards.

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Director Compensation

The following table sets forth information regarding the compensation received by each of the Company’s non-employee directors during the fiscal year ended March 31, 2013:

Name (a)	Fees Earned or Paid in Cash ($) (b)		Stock Awards  ($) (c)	Option Awards  ($) (d)			Non-Equity Incentive Plan  Compensation ($) (e)	Change in Pension  Value and Nonqualified Deferred Compensation Earnings (f)	All Other Compensation  ($) (g)	Total ($) (h)
Alton R. Neal	$	43,000		$	20,914	(1)				$	63,914
Scott Fink	$	31,000		$	20,914	(1)				$	51,914
Stephen Bragin	$	32,000								$	32,000

(1) Represents the aggregate grant date fair value (computed in accordance with ASC Topic 718) of options to purchase 5,000 Common shares upon his reelection to the Board on August 7, 2012.

For the fiscal year ended March 31, 2013, each Director who was not an executive officer of the Company (“Non-Employee Director”) received an annual retainer of $21,000 ($30,000 for the Chair of the Audit Committee), plus $1,000 per Board of Directors meeting or committee meeting attended. For the fiscal year ending March 31, 2014, each Director who is a Non-Employee Director receives an annual retainer of $21,000 ($30,000 for the Chair of the Audit Committee), plus $1,000 per Board of Directors meeting or committee meeting attended. Directors who are executive officers of the Company receive no additional compensation for service as a member of either the Board of Directors or any committee of the Board.

Prior to August 9, 2006, the Company maintained the Nicholas Financial, Inc. Non-Employee Director Stock Option Plan (the “Director Plan”). The Director Plan was terminated on August 9, 2006, and no new awards will be granted under such plan to Non-Employee Directors, although stock options granted under such plan and still outstanding will continue to be subject to all terms and conditions of such plan.

Effective August 9, 2006, the Company adopted the Equity Plan, under which the Board of Directors may grant awards to any Non-Employee Director. Prior to April 1, 2010, under the Equity Plan, each Non-Employee Director was entitled to receive 1,000 performance shares annually during his term as a Director. The number of Common shares that a Non-Employee Director was entitled to receive pursuant to such 1,000 performance share award depended upon the Company’s ability to meet fiscal year-to-fiscal year operating income growth targets, but could not exceed 1,000 Common shares. Beginning April 1, 2012, under the Equity Plan, each Non-Employee Director is entitled to receive a grant of options to purchase 5,000 Common shares upon his or her election or re-election to the Board.

Upon a change in control of the Company, the awards granted to Non-Employee Directors are treated in the same manner as awards made to employees as described above.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Voting Shares and Ownership of Management and Principal Holders

As of the date of this Report, the Company is authorized to issue 50,000,000 Common shares without par value and 5,000,000 Preference shares without par value. As of the close of business on June 1, 2013, there were issued and outstanding 12,161,729 Common shares and no Preference shares. At a General Meeting of the Company, on a show of hands, every shareholder present in person and entitled to vote shall have one vote, and on a poll, every shareholder present in person or represented by proxy and entitled to vote shall have one vote for each share of which such shareholder is the registered holder. Shares represented by proxy will only be voted on a poll.

The following table sets forth certain information regarding the beneficial ownership of Common shares as of June 1, 2013 regarding (i) each of the Company’s directors (including the nominees for re-election as directors), (ii) each of the Company’s executive officers, (iii) all directors and officers as a group, and (iv) each person known by the Company to beneficially own, directly or indirectly, more than 5% of the outstanding Common shares. Please note that, unless expressly indicated otherwise, all share and pricing information contained in this Report has been restated to reflect the 10% stock dividend completed on December 7, 2009. Except as otherwise indicated, each of the persons listed below has sole voting and investment power over the shares beneficially owned.

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NAME	NUMBER OF SHARES		PERCENTAGE OWNED
Peter L. Vosotas (1) (2)		1,659,596		13.6	%
Stephen Bragin (3) (4)		116,828		*
Alton R. Neal (5) (6)		27,517		*
Ralph T. Finkenbrink (7) (8)		217,503		1.8
Scott Fink (9) (10)		12,117		*
Mahan Family, LLC (11)		652,907		5.4
Southpoint Capital Advisors LLC (12)		1,036,220		8.5
All directors and officers as a group (5 persons) (13)		2,033,561		16.5	%

* Less than 1%

(1) Mr. Vosotas’ business address is 2454 McMullen Booth Road, Building C, Clearwater, Florida 33759.

(2) Includes 359,467 shares owned directly by Mr. Vosotas (of which 20,000 are unvested shares of restricted stock), 1,203,085 held in family trusts over which Mr. Vosotas retains voting and investment power and 14,544 shares held by Mr. Vosotas’ spouse. Also includes 82,500 shares issuable upon the exercise of outstanding stock options exercisable within 60 days.

(3) Mr. Bragin’s business address is c/o Nicholas Financial, Inc., 2454 McMullen Booth Road, Building C, Clearwater, Florida 33759.

(4) Includes 8,250 shares issuable upon the exercise of outstanding stock options exercisable within 60 days.

(5) Mr. Neal’s business address is c/o Nicholas Financial, Inc., 2454 McMullen Booth Road, Building C, Clearwater, Florida 33759.

(6) Includes 9,917 shares issuable upon the exercise of outstanding stock options exercisable within 60 days.

(7) Mr. Finkenbrink’s business address is 2454 McMullen Booth Road, Building C, Clearwater, Florida 33759.

(8) Includes 20,000 shares of unvested restricted stock and 57,700 shares issuable upon the exercise of outstanding stock options exercisable within 60 days.

(9) Mr. Fink’s business address is 3936 U.S. Highway 19, New Port Richey, Florida 34652.

(10) Includes 9,917 shares issuable upon the exercise of outstanding stock options exercisable within 60 days.

(11) Mahan Family, LLC, together with Roger Mahan, Gary Mahan, Nancy Ernst, Kenneth Ernst and Mahan Children, LLC, filed a joint Schedule 13D/A on May 18, 2005. As reported in such Schedule 13D/A, Roger Mahan, Nancy Ernst and Gary Mahan are siblings. Kenneth Ernst is the husband of Nancy Ernst. Mahan Family, LLC is a New Jersey limited liability company of which Roger Mahan, Nancy Ernst and Gary Mahan are equity holders and the sole managers. The principal business address of Mahan Family, LLC is Stonehouse Road, P.O. Box 367, Millington, New Jersey. Mahan Children, LLC is a New Jersey limited liability company of which Roger Mahan, Nancy Ernst and Gary Mahan are the sole equity holders and managers. The principal business address of Mahan Children, LLC is Stonehouse Road, P.O. Box 367, Millington, New Jersey. Based upon information previously provided by the holder, in addition to 652,907 shares currently owned by Mahan Family, LLC, (i) Mahan Children, LLC owns 441,810 shares, (ii) Roger Mahan owns 132,000 shares, (iii) a daughter of Roger Mahan owns 549 shares, (iv) a son of Kenneth and Nancy Ernst owns 660 shares and (v) a son of Gary Mahan owns 660 shares. These shares collectively constitute approximately 10.1% of the Company’s outstanding Common shares.

(12) As reported in a joint Schedule 13G/A filed on February 14, 2011, 1,036,220 shares are held by Southpoint Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”), for which Southpoint Capital Advisors LP, a Delaware limited partnership (“Southpoint Advisors”), serves as the investment manager and Southpoint GP, LP, a Delaware limited partnership (“Southpoint GP”), serves as the general partner. Southpoint Capital Advisors, LLC, a Delaware limited liability company (“Southport CA LLC”), serves as the general partner of Southpoint Advisors, and Southpoint GP, LLC, a Delaware limited liability company, serves as the general partner of Southpoint GP. John S. Clark II serves as managing member of both Southpoint CA LLC and Southpoint GP, LLC. The Master Fund, Southpoint CA LLC, Southpoint GP, LLC, Southpoint GP, Southpoint Advisors and John S. Clark II have the shared power to vote and dispose of the 1,036,220 shares. The principal business address of the foregoing persons is 623 Fifth Avenue, Suite 2601, New York, New York 10022.

(13) Includes an aggregate of 164,950 shares issuable upon the exercise of outstanding stock options exercisable within 60 days.

See also “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Securities Authorized for Issuance Under Equity Compensation Plans” of this Report for certain information relating to the Company’s equity compensation plans.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

Indebtedness of Directors and Executive Officers

No Director or executive officer of the Company, and no associate or affiliate of any of them, is or has been indebted to the Company at any time since the beginning of the Company’s last completed fiscal year.

Transactions with Related Persons

Since the beginning of the Company’s fiscal year ended March 31, 2013, there have been no transactions with related persons, and there are no currently proposed transactions with related persons, required by applicable SEC rules and regulations to be disclosed hereunder.

Review, Approval, and/or Ratification of Transactions with Related Persons

The Company recognizes that transactions involving related persons can present potential or actual conflicts of interest and create the appearance that the Company’s business decisions are based on considerations other than the best interests of its shareholders. Therefore, in accordance with the terms of its charter, the Audit Committee of the Board will review and approve transactions involving related persons. The policy covers any transaction involving the Company and a related person, and is not limited solely to those transactions involving related persons that meet the minimum threshold for disclosure in the proxy statement under the relevant SEC rules (i.e., transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).

General Policy

Transactions involving related persons must be approved, or ratified if pre-approval is not feasible, by the Audit Committee of the Board consisting solely of independent directors, who will approve or ratify the transaction only if they determine that it is in the best interests of the Company’s shareholders. In considering the transaction, the Audit Committee will consider all relevant factors, including, as applicable: (i) the business rationale for entering into the transaction; (ii) available alternatives to the transaction; (iii) whether the transaction is on terms no less favorable than terms generally available to an unrelated third-party under the same or similar circumstances; (iv) the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts; and (v) the overall fairness of the transaction. The Audit Committee will also periodically monitor ongoing transactions involving related persons to ensure that there are no changed circumstances that would render it advisable for the Company to amend or terminate the transaction.

Procedures

• It is the responsibility of management or the affected director or executive officer to bring the matter to the attention of the Audit Committee.

• Any transaction involving a related person should be presented to the Audit Committee at the next regularly scheduled meeting.

• All transactions should be pre-approved by the Audit Committee, or if not feasible, ratified by the Audit Committee as promptly as practicable.

• If a member of the Audit Committee is involved in the transaction, except for purposes of providing material information about the transaction to the Audit Committee, he must be recused from all discussions and decisions about the transaction.

Ongoing transactions involving related persons shall be reviewed by the Audit Committee on an annual basis at the first regularly scheduled meeting of the fiscal year.

Since the beginning of the Company’s last fiscal year, there have been no transactions required to be reported under the applicable SEC rules where such policies and procedures did not require review, approval or ratification or where such policies and procedures were not followed.

Director Independence

The Board has determined that Messrs. Neal, Bragin and Fink satisfy the independence requirements of current SEC rules and NASDAQ Global Select Market Listing Standards.

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Leadership Structure and Role in Risk Oversight

Mr. Vosotas, the founder of the Company, has served as our Chief Executive Officer, or CEO, and Chairman of the Board, since the Company’s inception in 1985. Our Board does not have a policy on whether or not the roles of CEO and chairman should be separate; indeed, the Board has the authority to choose its chairman in any way it deems best for our Company at any given point in time. Accordingly, our Board reserves the right to vest the responsibilities of the CEO and chairman in the same person or in two different individuals, depending upon what it believes is in the best interests of the Company. Our Board currently believes that Mr. Vosotas is uniquely qualified to serve as both our chairman and CEO, given his historical leadership of our Board, his long history with our Company, his significant ownership interest in the Company and the current size of both the Company and our Board. Our Board believes, however, that there is no single Board leadership structure that would be most effective in all circumstances, and therefore the Board retains the authority to modify this structure to best address our Company’s and Board’s then current circumstances as and when appropriate.

Our Board, and, in particular, the Audit Committee are involved on an ongoing basis in the general oversight of our material identified enterprise-related risks. Each of our CEO and Chief Financial Officer, with input as appropriate from other appropriate management members, reports and provides relevant information directly to either our Board and/or the Audit Committee on various types of identified material financial, reputational, legal and business risks to which we are or may be subject, as well as mitigation strategies for certain key identified material risks. Our Board’s and Audit Committee’s roles in our risk oversight process have not affected our Board leadership structure.

Item 14. Principal Accountant Fees and Services

Independent Auditors

During the fiscal year ended March 31, 2013, the Company engaged Dixon Hughes Goodman LLP to provide certain audit services, including the audit of the Company’s annual consolidated financial statements and internal control over financial reporting, quarterly reviews of the condensed consolidated financial statements included in the Company’s Forms 10-Q, services performed in connection with filing this Report by the Company with the SEC, attendance at meetings with the Audit Committee and consultation on matters relating to accounting, tax and financial reporting. Dixon Hughes Goodman LLP has acted as the independent registered public accounting firm for the Company since December 31, 2003.

The Board of Directors and Audit Committee have recommended the appointment of Dixon Hughes Goodman LLP as Independent Auditors of the Company for the fiscal year ending March 31, 2014.

Fees for Audit and Non-Audit Related Matters

The fees charged by Dixon Hughes Goodman LLP for professional services rendered to the Company in connection with all audit and non-audit related matters were as follows:

	Fiscal Year Ended March 31,
	2013		2012
Audit Fees (1)	$	347,000	$	270,000
Audit Related Fees (2)	$	18,000	$	18,000
Tax Fees (3)	$	60,390	$	56,035
All Other Fees		None		None

(1) Audit fees consist of fees for the integrated audit of the Company’s annual consolidated financial statements and internal control over financial reporting and reviews of the Company’s condensed consolidated financial statements included in the Company’s quarterly reports on Form 10-Q.

(2) Audit related fees consist primarily of fees for the audit of the Company’s retirement plan.

(3) Fees incurred were for income tax return preparation and other compliance services.

The Audit Committee has concluded that Dixon Hughes Goodman LLP’s provision of the services described above is compatible with maintaining Dixon Hughes Goodman LLP’s independence. The Audit Committee pre-approved all of such services. The Audit Committee has established pre-approval policies and procedures with respect to audit and permitted non-audit services to be provided by the Company’s independent auditors.

74

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the Company’s independent auditors in order to assure that the provision of such services does not impair the auditor’s independence. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Management is required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. During each of the fiscal years ended March 31, 2013 and 2012, respectively, all services were pre-approved by the Audit Committee in accordance with this policy.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Report:

(1) Financial Statements

See Part II, Item 8, of this Report.

(2) Financial Statement Schedules

All financial schedules are omitted as the required information is not applicable or the information is presented in the consolidated financial statements or related notes.

(3) Exhibits

Exhibit No.	Description
3.1	Articles of Nicholas Financial, Inc. (1)
3.2	Notice of Articles of Nicholas Financial, Inc. (2)
4	Form of Common Stock Certificate (3)
10.1	Second Amended and Restated Loan and Security Agreement, dated January 12, 2010 (4)
10.2	Amendment No. 1 to Second Amended and Restated Loan and Security Agreement, dated September 1, 2011 (5)
10.3	Nicholas Financial, Inc. Employee Stock Option Plan (6)*
10.4	Nicholas Financial, Inc. Non-Employee Director Stock Option Plan (7)*
10.5	Amended and Restated Employment Agreement, dated July 3, 2012, between Nicholas Financial, Inc. and Ralph Finkenbrink, Senior Vice President of Finance*
10.6	Amended and Restated Employment Agreement, dated July 3, 2012, between Nicholas Financial, Inc. and Peter L. Vosotas, President and Chief Executive Officer*
10.7	Summary of Fiscal 2013/2014 Annual Incentive Programs*
10.8	Form of Dealer Agreement and Schedule thereto listing dealers that are parties to such agreements
10.9	Nicholas Financial, Inc. Equity Incentive Plan (8)*
10.10	Form of Nicholas Financial, Inc. Equity Incentive Plan Stock Option Award*
10.11	Form of Nicholas Financial, Inc. Equity Incentive Plan Restricted Stock Award*
10.12	Form of Nicholas Financial, Inc. Equity Incentive Plan Performance Share Award*
10.13	Amendment No. 2 to Second Amended and Restated Loan and Security Agreement, dated December 21, 2012
10.14	ISDA Master Agreement, dated as of March 30, 1999, between Bank of America, N.A. and Nicholas Financial, Inc. (9)
10.15	Letter Agreement, dated June 4, 2012, and effective June 13, 2012, by and between Nicholas Financial, Inc. and Bank of America, N.A. relating to interest-rate swap transaction
10.16	Letter Agreement, dated June 30, 2012, and effective August 13, 2012, by and between Nicholas Financial, Inc. and Bank of America, N.A. relating to interest-rate swap transaction
14	Code of Ethics for Chief Executive Officer and Senior Financial Officers
21	Subsidiaries of Nicholas Financial, Inc. (9)
23	Consent of Dixon Hughes Goodman LLP
24	Powers of Attorney (included on signature page hereto)
31.1	Certification of President and Chief Executive Officer
31.2	Certification of Senior Vice President and Chief Financial Officer
32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. § 1350
32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. § 1350
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

76

* Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.

** 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.

(1) Incorporated by reference to Appendix B to the Company’s Proxy Statement and Information Circular for the 2006 Annual General Meeting of Shareholders filed with the SEC on June 30, 2006 (File No. 0-26680).

(2) Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 24, 2007 (SEC File No. 0-26680).

(3) Incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2004, as filed with the SEC on June 29, 2004.

(4) Incorporated by reference to Exhibit 10.1 to the Company’s Amendment No. 1 to Quarterly Report on Form 10-Q/A for the fiscal quarter ended December 31, 2009 filed with the SEC on March 23, 2010.

(5) Incorporated by reference to Exhibit 10.1.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011 filed with the SEC on November 9, 2011.

(6) Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 filed with the SEC on June 30, 1999 (SEC File No. 333-81967).

(7) Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 filed with the SEC on June 30, 1999 (SEC File No. 333-81961).

(8) Incorporated by reference to Appendix A to the Company’s Proxy Statement and Information Circular for the 2006 Annual General Meeting of Shareholders filed with the SEC on June 30, 2006.

(9) Incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Company’s Registration Statement on Form S-2 (Reg. No. 333-113215) filed with the SEC on April 7, 2004

(10) Incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2004, as filed with the SEC on June 29, 2004.

77

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: June 14, 2013
	By:	/s/ Peter L. Vosotas
		Peter L. Vosotas
		Chairman of the Board, Chief Executive Officer and President

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Peter L. Vosotas and Ralph T. Finkenbrink, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Peter L. Vosotas	Chairman of the Board, Chief Executive Officer, President and Director	June 14, 2013
Peter L. Vosotas
/s/ Ralph T. Finkenbrink	Sr. Vice President – Finance, Chief Financial Officer, Chief Accounting Officer and Director	June 14, 2013
Ralph T. Finkenbrink
/s/ Stephen Bragin	Director	June 14, 2013
Stephen Bragin
/s/ Alton R. Neal	Director	June 14, 2013
Alton R. Neal
/s/ Scott Fink	Director	June 14, 2013
Scott Fink

78

EXHIBIT INDEX

Exhibit No.	Description
3.1	Articles of Nicholas Financial, Inc.*
3.2	Notice of Articles of Nicholas Financial, Inc.*
4	Form of Common Stock Certificate*
10.1	Second Amended and Restated Loan and Security Agreement, dated January 12, 2010*
10.2	Amendment No. 1 to Second Amended and Restated Loan and Security Agreement, dated September 1, 2011*
10.3	Nicholas Financial, Inc. Employee Stock Option Plan*
10.4	Nicholas Financial, Inc. Non-Employee Director Stock Option Plan*
10.5	Amended and Restated Employment Agreement, dated July 3, 2012, between Nicholas Financial, Inc. and Ralph Finkenbrink, Senior Vice President of Finance
10.6	Amended and Restated Employment Agreement, dated July 3, 2012, between Nicholas Financial, Inc. and Peter L. Vosotas, President and Chief Executive Officer
10.7	Summary of Fiscal 2013/2014 Annual Incentive Bonus Programs
10.8	Form of Dealer Agreement and Schedule thereto listing dealers that are parties to such agreements
10.9	Nicholas Financial, Inc. Equity Incentive Plan*
10.10	Form of Nicholas Financial, Inc. Equity Incentive Plan Stock Option Award
10.11	Form of Nicholas Financial, Inc. Equity Incentive Plan Restricted Stock Award
10.12	Form of Nicholas Financial, Inc. Equity Incentive Plan Performance Share Award
10.13	Amendment No. 2 to Second Amended and Restated Loan and Security Agreement, dated December 21, 2012
10.14	ISDA Master Agreement, dated as of March 30, 1999, between Bank of America, N.A. and Nicholas Financial, Inc.*
10.15	Letter Agreement, dated June 4, 2012, and effective June 13, 2012, by and between Nicholas Financial, Inc. and Bank of America, N.A. relating to interest-rate swap transaction
10.16	Letter Agreement, dated July 30, 2012, and effective August 13, 2012, by and between Nicholas Financial, Inc. and Bank of America, N.A. relating to interest-rate swap transaction
14	Code of Ethics for Chief Executive Officer and Senior Financial Officers
21	Subsidiaries of Nicholas Financial, Inc.*
23	Consent of Dixon Hughes Goodman LLP
24	Powers of Attorney (included on signature page hereto)
31.1	Certification of President and Chief Executive Officer
31.2	Certification of Senior Vice President and Chief Financial Officer
32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. §1350
32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. §1350
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

* Incorporated by reference.

** 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.

EX-10.5

Exhibit 10.5

EMPLOYMENT AGREEMENT

As Amended and Restated

THIS AGREEMENT is amended and restated as of the 3rd day of July, 2012 (as amended and restated, this “Agreement”), by NICHOLAS FINANCIAL, INC., a British Columbia, Canada corporation (the “Company”), and RALPH T. FINKENBRINK (the “Employee”).

W I T N E S S E T H:

WHEREAS, the Company and the Employee entered into an Employment Agreement as of November 22, 1999 (the “Original Agreement”);

WHEREAS, the Company desires to continue to assure itself of the Employee’s continued employment in an Employee capacity;

WHEREAS, the Company continues to recognize that circumstances may arise in which a change in control of the Company occurs, through acquisition or otherwise, thereby causing uncertainty about the Employee’s future employment with the Company without regard to the Employee’s competence or past contributions, which uncertainty may result in the loss of valuable services of the Employee to the detriment of the Company and its shareholders, and the Company and the Employee wish to provide reasonable security to the Employee against changes in the Employee’s relationship with the Company in the event of any such change in control;

WHEREAS, the Company and the Employee continue to be desirous that any proposal for a change in control or acquisition of the Company will be considered by the Employee objectively and with reference only to the best interests of the Company and its shareholders;

WHEREAS, the Employee will be in a better position to consider the Company’s best interests if the Employee is afforded reasonable security, as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition;

WHEREAS, the Employee desires to continue to be employed by the Company on the terms and conditions hereinafter set forth; and

WHEREAS, the Employee and the Company desire to amend and restate the Original Agreement to reflect full compliance with certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

-1-

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:

1. EMPLOYMENT AND DUTIES. Subject to the terms and conditions of this Agreement, the Company agrees to employ the Employee, and the Employee hereby agrees to serve the Company, as Sr. VP – Finance & CFO. Ralph Finkenbrink shall report directly to Peter Vosotas, President & CEO, and shall render to the Company such management and policy-making services of the type customarily performed by persons serving in similar capacities with other employers that are similar to the Company, together with such other duties with which he is charged by the Company’s Articles or Notice of Articles (or any similar governance instruments) and subject to the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment and agrees to devote his best efforts and substantially all of his business time, skill, labor and attention to the performance of such duties. The Employee agrees not to engage in or be concerned with any other commercial duties or pursuits during the Term (as hereinafter defined) of this Agreement; provided, however, that the Employee may be involved in a passive capacity in a non-competitive business subject to the prior written approval of the Company’s Board of Directors. Furthermore, the Employee shall assume and competently perform such reasonable responsibilities and duties as may be assigned to him from time to time by the Chairman of the Board or Chief Executive Officer of the Company. To the extent that the Company shall have any parent, subsidiary, affiliated corporations, partnerships, or joint venture (collectively “Related Entities”), the Employee shall perform such duties to promote these entities and their respective interests to the same extent as the interests of the Company without additional compensation. At all times, Employee agrees that he has read and will abide by, and prospectively will read and abide by, any employee handbook, policy, or practice that the Company or Related Entities has or hereafter adopts with respect to its employees generally.

2. TERM. The employment of the Employee under the Original Agreement commenced on the date thereof and continued through and including the close of business on the 1st anniversary of the date thereof (the “Initial Term”). Since the end of the Initial Term, the Original Agreement has renewed automatically on the anniversary of the last day of the Initial Term for successive 2-year terms and, subject to the terms and conditions hereof, this Agreement shall continue to renew automatically on the anniversary of the last day of the Initial Term for successive 2-year terms (the Initial Term, as well as any such renewal(s) thereof, shall be referred to herein as the “Term”) unless the Company provides to the Employee, at least sixty (60) days prior to the expiration of any renewal Term, written notification that it intends not to renew this Agreement; and, provided, further, that this Agreement may be terminated in accordance with Section 5 hereof (with the exception of the obligations of the parties hereunder that shall survive any such termination).

3. COMPENSATION.

(a) Annual Base Salary and Bonus. As compensation for his services under this Agreement, the Employee shall receive, and the Company shall pay, an annual base salary of such amount as shall be determined by the Compensation Committee of the Company’s Board of Directors (or other committee performing similar functions), but not less than $250,000 (U.S.). Such annual base salary shall be payable in equal installments in accordance with the policy then prevailing for the Company’s Employees. In addition to such annual base salary, the Employee shall be entitled, during the Term, to an annual performance bonus as determined by the Compensation Committee of the Board of Directors (or other committee performing similar functions), and to participate in and receive payments from all other bonus and other incentive compensation plans as may be adopted by the Company as are made available to other Employees of the Company.

-2-

(b) Payments. All amounts paid pursuant to this Agreement shall be subject to withholding or deduction by reason of the Federal Insurance Contribution Act, Federal income tax, state and local income tax, if any, and comparable laws and regulations.

(c) Other Benefits. The Employee shall be reimbursed by the Company for all reasonable and customary travel and other business expenses incurred by him in the performance of his duties hereunder in accordance with the Company’s standard policy regarding expense verification practices. The Employee shall be entitled to that number of weeks paid vacation per year that is available to other Employees of the Company, and shall be eligible to participate in such pension, life insurance, health insurance, disability insurance and other employee benefits plans, if any, which the Company may from time to time make available to its Employees generally.

4. NONCOMPETITION AND NON-DISCLOSURE REQUIREMENTS.

(a) Employee acknowledges that his services are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with customers, suppliers and employees of the Company and other Related Entities. The Employee further acknowledges that the rendering of services under this Agreement necessarily requires the disclosure to him of confidential information (as defined below) of the Company and/or Related Entities. The Employee and the Company agree that both prior to and during his course of employment with the Company, the Employee had, has and will continue to develop personal relationships with the Company’s financiers, customers, suppliers and employees, and that the Employee holds a position of substantial trust and confidence. As a consequence, the Employee agrees that it is reasonable and necessary for the protection of goodwill and legitimate business interests of the Company and Related Entities that the Employee make the covenants contained herein, that the covenants are a material inducement for the Company to employ the Employee and to enter into this Agreement, and that the covenants are given as an integral part of and incident to this Agreement.

(b) The Employee covenants and agrees that during his employment by the Company (whether during the Term hereof or otherwise), and thereafter for a period of two (2) years following the termination of the Employee’s employment with the Company, he will not:

(i) directly or indirectly engage in, continue in or carry on the business of the Company or any Related Entity, or any business substantially similar thereto, including owning or controlling any financial interest in, any corporation, partnership, firm or other form of business organization which competes with or is engaged in or carries on any aspect of such business or any business substantially similar thereto;

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(ii) directly or indirectly, assist, promote or encourage any employees or clients, or potential employees or clients, of the Company or Related Entities to terminate or discontinue their relationship in order to pursue opportunities or employment with any competitor of the Company or Related Entities;

(iii) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now, becomes or may become a competitor of the Company or any Related Entity in any aspect of their respective businesses during the Employee’s employment with the Company, including, but not limited to: advertising or otherwise endorsing the products of any such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor; or loaning money or rendering any other form of financial assistance to or engaging in any form of business transaction whether or not on an arms’ length basis with any such competitor; or

(iv) engage in any practice the purpose of which is to evade the provisions of this Agreement or to commit any act which is detrimental to the successful continuation of, or which adversely affects, the business or the Company; provided, however, that the foregoing shall not preclude the Employee’s ownership of not more than 5% of the equity securities of a corporation which has such securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(c) The Employee acknowledges that the inventions, innovations, software, trade secrets, business plans, financial strategies, finances, and all other confidential or proprietary information with respect to the business and operations of the Company and Related Entities are valuable, special and unique assets of the Company. The Employee agrees not to, at any time during or after the Term of this Agreement, disclose, directly or indirectly, to any person or entity, or use or authorize or propose to authorize any person or entity to use any confidential or proprietary information with respect to the Company or Related Entities without the prior written consent of the Company including, without limitation, information as to the financial condition, results of operations, identities of clients or prospective clients, products under development, acquisition strategies or acquisitions under consideration, pricing or cost information, marketing strategies or any other information relating to the Company or any of the Related Entities which could be reasonably regarded as confidential. However, this does not include information which is or shall become generally available to the public other than as a result of disclosure by the Company or Related Entities or any of their agents, affiliates or representatives or a person to whom any of them has provided such information.

(d) The Employee agrees that the geographic scope of this covenant not to compete shall extend to (i) the states of Alabama, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Maryland, Michigan, Missouri, North Carolina, Ohio, South Carolina, Tennessee and Virginia, which constitute the geographic area in which the Company has operated its business at some time during the two years preceding the date of this Agreement; or (ii) such broader geographic area where the Company conducts business at any time during the Term of this Agreement.

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(e) In the event of any breach of this covenant not to compete, the Employee recognizes that the remedies at law will be inadequate and that in addition to any relief at law which may be available to the Company for such violation or breach and regardless of any other provision contained in this Agreement, the Company shall be entitled to equitable remedies (including an injunction) and such other relief as a court may grant after considering the intent of this Section 4.

(f) In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographic scope, prohibited activities or otherwise, the parties agree that this covenant shall be reduced or curtailed to the extent necessary to render it enforceable.

5. TERMINATION.

(a) Death. The Employee’s employment hereunder shall terminate upon his death.

(b) Disability. If, during the Term, the Employee becomes physically or mentally disabled in accordance with the terms and conditions of any disability insurance policy covering the Employee or, if due to such physical or mental disability, the Employee becomes unable for a period of more than twelve (12) consecutive months to perform his duties hereunder on substantially a full-time basis as determined by the Company in its sole reasonable discretion, the Company may, at its option, terminate the Employee’s employment hereunder upon not less than thirty (30) days’ written notice of termination.

(c) Cause. The Company may terminate this Agreement at any time with Cause. As used in this Agreement, “Cause” shall mean the following: (1) a material violation of the Employer’s policies or practices which reasonably justifies termination; (2) conviction of a felony or any crime involving moral turpitude, fraud, dishonesty or misrepresentation, as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction; (3) the commission by the Employee of any act which would reasonably be expected to materially injure the reputation, business, or business relationships of the Company or Related Entities; or (4) any material breach by Employee of this Agreement. The Company may terminate this Agreement with Cause as defined in clauses (1) and (4) above upon fifteen (15) business days’ prior written notice (the “Cause Notification Period”) to Employee, but such termination shall only become effective in the event of Employee’s failure to cure the applicable breach or violation, to the reasonable satisfaction of Company, prior to the end of the Cause Notification Period. The Company may terminate this Agreement without notice at any time with Cause as defined in clause (2) or (3) above. In the event of a termination with Cause, the Company shall be relieved of all its obligations to the Employee provided for by this Agreement, and all payments to the Employees hereunder shall immediately cease and terminate. For the avoidance of doubt, the Company also may terminate the Employee’s employment hereunder at any time without Cause by written notice; provided, however, that the Company shall owe the Employee the Severance Payment (as defined below) following a termination of the Employee’s employment by the Company other than for Cause.

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(d) Involuntary Termination by Employee. The Employee may terminate his employment hereunder upon (i) a good faith determination by the Employee that there has been a material breach of the Agreement by the Company, (ii) a material adverse change in the Employee’s working conditions or status, (iii) a significant relocation of the Employee’s principal office, or (iv) upon or within the two-year period following a Change of Control, a good faith determination by the Employee that there has been any of the following: a breach of the Agreement by the Company, any adverse change in the Employee’s working conditions, status, authority, duties, responsibilities (including but not limited to a requirement that the Employee report to a corporate officer instead of reporting directly to the board of directors) or any requirement that the Employee relocate his principal office to a location that is more than ten (10) miles from the location of the Employee’s principal office immediately prior to the Change of Control (any one of the preceding constituting “Good Reason”), by delivering written notice of termination to the Company indicating in reasonable detail the facts and circumstances alleged to provide a basis for such termination and shall cease performing the Employee’s duties hereunder on the date which is ten (10) days after delivery of the notice, which date shall also be the date of termination of the Employee’s employment.

(e) Voluntary Termination by Employee. The Employee agrees to provide the Company with at least twenty (20) business days’ (“Termination Notice Period”) prior written notice of his intent to terminate employment voluntarily. Failure to provide such notice terminates the Employee’s entitlement to payment of accrued, unused benefits, such as vacation. However, the Company reserves the right to terminate the Employee before the end of the Termination Notice Period, provided that the Company pays the Employee the salary that he would have received from the date of the last payroll payment to the end of the Termination Notice Period. Such salary shall be paid in accordance with the Company’s normal payroll procedures applicable to base salary. During the Termination Notice Period, the Employee agrees to make a good faith effort to perform the duties described hereunder. If, during the Term, the Employee voluntarily terminates his employment with the Company, the Company’s obligations, including payment obligations, under this Agreement shall cease, except that the Company shall pay the Employee the amount of base salary that he would have received from the date of the last payroll payment to the end of the Termination Notice Period in accordance with the Company’s normal payroll procedures applicable to base salary.

(f) Severance Payment. In the event of a termination of the Employee’s employment (i) by the Company other than for Cause or (ii) by the Employee in a manner which satisfies Section 5(d), the Company shall pay the Employee (subject to the provisions of Section 6 of this Agreement) a one-time, lump-sum severance payment equal to TWO (2) times the sum of (A) the Employee’s annual base salary in effect at the time of such termination and (B) the Employee’s average annual bonus for the TWO (2) full calendar years immediately preceding such termination (“Severance Payment”). The Severance Payment shall be paid to the Employee in cash equivalent on the first day of the seventh (7^th) month following the month in which the termination of the Employee’s employment occurs, without interest thereon; provided, however, that if, on the date of termination of the Employee’s employment, the Employee is not a “specified employee” within the meaning of Section 409A of the Code, then the Severance Payment shall be paid to the Employee in cash equivalent on the date that is sixty (60) days after the date of termination of the Employee’s employment; provided further that, notwithstanding anything to the contrary in this Agreement, no Severance Payment (except any amounts paid pursuant to Section 17(c) of this Agreement) shall be paid before the date that is eighteen (18) months after the amendment and restatement of this Agreement.

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(g) Benefits. The following shall apply upon termination of the Employee’s employment: Notwithstanding anything to the contrary herein contained, the Employee shall receive all compensation and other benefits to which he was entitled under this Agreement or otherwise as an employee of the Company through the termination date, including payments of base salary accrued hereunder through the calendar month in which such termination occurs.

6. TAX PROVISIONS.

(a) No Excess Parachute Payment. It is the intention of the Company and the Employee that no portion of the Severance Payment or any other payment or benefit under this Agreement, or payments to or for the benefit of the Employee under any other agreement or plan (collectively, the “Change of Control Benefits”) be deemed to be an excess parachute payment as defined in Section 280G of the Code or any successor provision thereto. Notwithstanding any other provision of this Agreement, if any portion of the Change of Control Benefits would constitute a parachute payment within the meaning of Section 280G of the Code, such Change of Control Benefits shall be reduced to an amount equal to One Dollar ($1.00) less than the maximum amount which the Employee may receive without becoming subject to the tax imposed by Section 4999 of the Code (or any successor provision) or which the Company may pay without loss of deduction under Section 280G(a) of the Code (or any successor provision).

(b) Opinion. For purposes of this Section, within thirty (30) days after delivery of a written notice of termination by the Employee in a manner which satisfies Section 5(d) or by the Company other than for Cause pursuant to this Agreement or an earlier written notice by the Company to the Employee of its belief that there is a payment or benefit due the Employee which will result in an excess parachute payment as defined in Section 280G of the Code or any successor provision thereto, the Employee and the Company shall obtain, at the Company’s expense, the opinion (which need not be unqualified) of nationally recognized tax counsel (“Tax Counsel”) selected by the Company’s independent auditors and acceptable to the Employee, which sets forth (A) the “base amount” within the meaning of Section 280G; (B) the aggregate present value of the payments in the nature of compensation to the Employee as prescribed in Section 280G(b)(2)(A) (ii); and (C) the amount and present value of any “excess parachute payment” within the meaning of Section 280G(b)(1).

In the event that such opinion determines that there would be an excess parachute payment, the Change of Control Benefits shall be reduced or eliminated by applying the following principles, in order: (i) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (ii) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (iii) cash payments shall be reduced prior to non-cash benefits; provided, however, that if the foregoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payments or benefits included in the Change of Control Benefits (on the basis of the relative present value of the parachute payments). For purposes of this Agreement, the value of any noncash benefits or

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any deferred payment or benefit, and all present economic values, shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G, which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Employee. Such opinion shall be dated as of the date of termination of the Employee’s employment and addressed to the Company and the Employee and shall be binding upon the Company and the Employee.

The provisions of this Section 6(b), including the calculations, notices and opinions provided for herein shall be based upon the conclusive presumption that the compensation earned by the Employee pursuant to the Company’s compensation programs prior to a change of control is reasonable; provided, however, that in the event such Tax Counsel so requests in connection with the opinion required by this Section 6(b), the Company shall obtain at its expense, and Tax Counsel may rely on in providing the opinion, the advice of a firm of recognized Employee compensation consultants as to the reasonableness of any item of compensation to be received by the Employee.

(c) Effect of Change in Law. In the event that the provisions of Sections 280G and 4999 of the Code (or any successor provisions) are repealed, this Section 6 shall cease to be effective on the effective date of such repeal. The parties to this Agreement recognize that final regulations promulgated under Section 280G of the Code may affect the amounts that may be paid under this Agreement and agree that, upon issuance of such final regulations, this Agreement may be modified as the parties hereto may in good faith deem necessary in light of the provisions of such regulations to achieve the purposes of this Agreement, and that consent to such modification shall not be unreasonably withheld.

7. ADDITIONAL PAYMENT.

(a) If, notwithstanding the provisions of Section 6 of this Agreement, it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of the Change of Control Benefits is subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any successor provision), then the Company shall pay to the Employee an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Employee, after deduction of (i) any Excise Tax; (ii) any federal, state or local taxes arising in respect of the imposition of such Excise Tax; and (iii) any federal, state or local taxes (including the Excise Tax) imposed upon the payment provided for by this Section 7, shall be equal to the Change of Control Benefits. The Company shall make any Gross-Up Payment under this Section 7(a) within thirty (30) days after the date on which the applicable taxes are due.

(b) If legislation is enacted that would require the Company’s stockholders to approve this Agreement, prior to a Change of Control, due solely to the provision contained in subsection (a) of this Section 7, then: (i) from and after such time as stockholder approval would be required, until stockholder approval is obtained as required by such legislation, subsection (a) shall be of no force and effect; (ii) if the Company seeks stockholder approval of any other agreement providing similar benefits to any other Employee of the Company, the Company shall seek stockholder approval of this Agreement at the same stockholders’ meeting or meetings at which the stockholders consider any such other agreement; and (iii) the Company and the

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Employee shall use their best efforts to consider and agree in writing upon an amendment to this Section 7 such that, as amended, such Section would provide the Employee with the benefits intended to be afforded to the Employee by subsection (a) without requiring stockholder approval.

8. SUCCESSORS.

(a) If the Company sells, assigns or transfers all or substantially all of its business and assets to any Person (as defined in Appendix A hereto) or if the Company merges into or consolidates or otherwise combines (where the Company does not survive such combination) with any Person (any such event, a “Sale of Business”), then the Company shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and the Company shall cause such Person, by written agreement in form and substance reasonably satisfactory to the Employee, to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Failure of the Company to obtain such agreement prior to the effective date of such Sale of Business shall be a material breach of this Agreement. In case of such assignment by the Company and of assumption and agreement by such Person, as used in this Agreement, “Company” shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Employee shall, in the Employee’s discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to the Company (as defined in the first paragraph of this Agreement) and the Company (as so defined) in any action to enforce any rights of the Employee hereunder. Except as provided in this Subsection, this Agreement shall not be assignable by the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company.

(b) This Agreement and all rights of the Employee shall inure to the benefit of and be enforceable by the Employee’s personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Employee under Sections 3, 5, and 7 of this Agreement if the Employee had lived shall be paid, in the event of the Employee’s death, to the Employee’s estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Company, as such terms are in effect on the date of the Employee’s death, that expressly govern benefits under such plan in the event of the Employee’s death.

9. SEVERABILITY.  The provisions of this Agreement shall be regarded as divisible, and the parties agree that if any of said provisions or any part hereof shall under any circumstances be deemed or declared invalid, inoperative or unenforceable, then the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

10. AMENDMENT.  This Agreement (as hereby amended and restated) may not be further amended or modified at any time except by written instrument executed by the Company and the Employee.

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11. WITHHOLDING. The Company shall be entitled to withhold from amounts to be paid to the Employee hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold; provided, that the amount so withheld shall not exceed the minimum amount required to be withheld by law (unless the Employee has otherwise indicated in writing). The Company shall be entitled to rely on an opinion of nationally recognized tax counsel if any question as to the amount or requirement of any such withholding shall arise.

12. NOTICE. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when actually received, whether hand-delivered, sent by telecopier, facsimile transmission or other electronic means of transmitting written documents (as long as receipt is acknowledged) or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

    If to the Employee, to:

Ralph T. Finkenbrink

310 Cypress Creek Circle

Oldsmar, Fl 34677

727-789-5703

    If to the Company, to:

Nicholas Financial, Inc.

2454 McMullen Booth Road

Building C

Clearwater, Florida 33759

Attn: President

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that a notice of change of address shall be effective only upon receipt.

13. NO WAIVER; ENTIRE AGREEMENT. No waiver by any party hereto of any breach of this Agreement by any other party hereto shall be deemed a waiver of any similar or dissimilar term or condition at the same or at any prior or subsequent time. This Agreement and any equity award agreements between the Company and the Employee constitute the entire agreement between the parties hereto with respect to the Employee’s employment by the Company and there are no agreements or representations, oral or otherwise, expressed or implied, with respect to or related to the employment of the Employee which are not set forth in this Agreement or such equity award agreements.

14. NO ASSIGNMENT. Except as expressly set forth herein, no party shall assign any of his or its rights under this Agreement without the prior written consent of the other party and any attempted assignment without such prior written consent shall be null and void and without legal effect.

15. COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be effective upon the

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execution and delivery by any party hereto of facsimile copies of signature pages hereto duly executed by such party; provided, however, that any party delivering a facsimile signature page covenants and agrees to deliver promptly after the date hereof two (2) original copies to the other party hereto.

16. GOVERNING LAW.

(a) The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of Florida, except that Section 16(b) shall be construed in accordance with the Federal Arbitration Act if arbitration is chosen by the Employee as the method of dispute resolution.

(b) Any dispute arising out of this Agreement shall, at the Employee’s election, be determined by either (i) arbitration under the rules of the American Arbitration Association then in effect (but subject to any evidentiary standards set forth in this Agreement), in which both parties shall be bound by the arbitration award, or (ii) by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Tampa, Florida. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

17. CERTAIN RULES OF CONSTRUCTION; CODE SECTION 409A.

(a) No party shall be considered as being responsible for the drafting of this Agreement for the purpose of applying any rule construing ambiguities against the drafter or otherwise. No draft of this Agreement shall be taken into account in construing this Agreement. Any provision of this Agreement which requires an agreement in writing shall be deemed to require that the writing in question be signed by the Employee and an authorized representative of the Company.

(b) The Company and the Employee intend the terms of this Agreement to be in compliance with Section 409A of the Code and the regulations promulgated thereunder. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner that avoids a violation of Section 409A of the Code. The phrase “termination of the Employee’s employment” and similar phrases in this Agreement shall mean the Employee’s “separation from service” as defined in Section 409A of the Code. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not limited to consequences related to Section 409A of the Code.

(c) If, after the date of a Change of Control of the Company, any payment amount or the value of any benefit under this Agreement is required to be included in the Employee’s income prior to the date such amount is actually paid or the benefit provided as a result of the failure of this Agreement (or any other arrangement that is required to be aggregated with this Agreement under Code Section 409A) to comply with Code Section 409A, then the Employee shall receive a distribution, in a lump sum, within 90 days after the date it is finally determined that the Agreement (or such other arrangement that is required to be aggregated with

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this Agreement) fails to meet the requirements of Section 409A of the Code; such distribution shall equal the lesser of (i) the amount required to be included in the Employee’s income as a result of such failure and (ii) the benefits otherwise due hereunder, and shall in any event reduce the amount of payments or benefits otherwise due hereunder.

18. HEADINGS. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

NICHOLAS FINANCIAL, INC.
By:
	Peter L. Vosotas, Chairman of the Board, President and Chief Executive Officer
EMPLOYEE:
Printed Name: Ralph T. Finkenbrink

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APPENDIX A

For purposes of Section 5(d) of this Agreement, a Change of Control shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a) any person or entity, or group thereof acting in concert (a “Person”) (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock in the Company), being or becoming the “beneficial owner” (as such term is defined in Securities and Exchange Commission (“SEC”) Rule 13d-3 under the Exchange Act) of securities of the Company which, together with securities previously owned, confer upon such person, entity or group the combined voting power, on any matters brought to a vote of shareholders, of twenty percent (20%) or more of the then outstanding shares of voting securities of the Company; or

(b) the sale, assignment or transfer of assets of the Company or any subsidiary or subsidiaries, in a transaction or series of transactions, if the aggregate consideration received or to be received by the Company or any such subsidiary in connection with such sale, assignment or transfer is greater than fifty percent (50%) of the book value, determined by the Company in accordance with generally accepted accounting principles, of the Company’s assets determined on a consolidated basis immediately before such transaction or the first of such transactions; or

(c) the merger, consolidation, share exchange or reorganization of the Company (or one or more direct or indirect subsidiaries of the Company) as a result of which the holders of all of the shares of capital stock of the Company as a group would receive less than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving or resulting entity or any parent thereof immediately after such merger, consolidation, share exchange or reorganization; or

(d) the adoption of a plan of complete liquidation or the approval of the dissolution of the Company; or

(e) the commencement (within the meaning of SEC Rule 13e-4 under the Exchange Act) of a tender or exchange offer which, if successful, would result in a Change of Control of the Company; or

(f) a determination by the Board of Directors of the Company, in view of the then current circumstances or impending events, that a Change of Control of the Company has occurred or is imminent, which determination shall be made for the specific purpose of triggering the operative provisions of this Agreement.

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EX-10.6

Exhibit 10.6

EMPLOYMENT AGREEMENT

As Amended and Restated

THIS AGREEMENT is amended and restated as of the 3^rd day of July, 2012 (as amended and restated, this “Agreement”), by NICHOLAS FINANCIAL, INC., a British Columbia, Canada corporation (the “Company”), and PETER L. VOSOTAS (the “Employee”).

W I T N E S S E T H:

WHEREAS, the Company and the Employee entered into an Employment Agreement as of March 16, 1999 (the “Original Agreement”);

WHEREAS, the Company desires to continue to assure itself of the Employee’s continued employment in an Employee capacity;

WHEREAS, the Company continues to recognize that circumstances may arise in which a change in control of the Company occurs, through acquisition or otherwise, thereby causing uncertainty about the Employee’s future employment with the Company without regard to the Employee’s competence or past contributions, which uncertainty may result in the loss of valuable services of the Employee to the detriment of the Company and its shareholders, and the Company and the Employee wish to provide reasonable security to the Employee against changes in the Employee’s relationship with the Company in the event of any such change in control;

WHEREAS, the Company and the Employee continue to be desirous that any proposal for a change in control or acquisition of the Company will be considered by the Employee objectively and with reference only to the best interests of the Company and its shareholders;

WHEREAS, the Employee will be in a better position to consider the Company’s best interests if the Employee is afforded reasonable security, as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition;

WHEREAS, the Employee desires to continue to be employed by the Company on the terms and conditions hereinafter set forth; and

WHEREAS, the Employee and the Company desire to amend and restate the Original Agreement to reflect full compliance with certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

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NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:

1. EMPLOYMENT AND DUTIES. Subject to the terms and conditions of this Agreement, the Company agrees to employ the Employee, and the Employee hereby agrees to serve the Company, as President & CEO. Peter L. Vosotas shall report directly to Board of Directors and shall render to the Company such management and policy-making services of the type customarily performed by persons serving in similar capacities with other employers that are similar to the Company, together with such other duties with which he is charged by the Company’s Articles or Notice of Articles (or any similar governance instruments) and subject to the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment and agrees to devote his best efforts and substantially all of his business time, skill, labor and attention to the performance of such duties. The Employee agrees not to engage in or be concerned with any other commercial duties or pursuits during the Term (as hereinafter defined) of this Agreement; provided, however, that the Employee may be involved in a passive capacity in a non-competitive business subject to the prior written approval of the Company’s Board of Directors. Furthermore, the Employee shall assume and competently perform such reasonable responsibilities and duties as may be assigned to him from time to time by the Board of Directors of the Company. To the extent that the Company shall have any parent, subsidiary, affiliated corporations, partnerships, or joint venture (collectively “Related Entities”), the Employee shall perform such duties to promote these entities and their respective interests to the same extent as the interests of the Company without additional compensation. At all times, Employee agrees that he has read and will abide by, and prospectively will read and abide by, any employee handbook, policy, or practice that the Company or Related Entities has or hereafter adopts with respect to its employees generally.

2. TERM. The employment of the Employee under the Original Agreement commenced on the date thereof and continued through and including the close of business on the 1st anniversary of the date thereof (the “Initial Term”). Since the end of the Initial Term, the Original Agreement has renewed automatically on the anniversary of the last day of the Initial Term for successive 2-year terms and, subject to the terms and conditions hereof, this Agreement shall continue to renew automatically on the anniversary of the last day of the Initial Term for successive 2-year terms (the Initial Term, as well as any such renewal(s) thereof, shall be referred to herein as the “Term”) unless the Company provides to the Employee, at least sixty (60) days prior to the expiration of any renewal Term, written notification that it intends not to renew this Agreement; and, provided, further, that this Agreement may be terminated in accordance with Section 5 hereof (with the exception of the obligations of the parties hereunder that shall survive any such termination).

3. COMPENSATION.

(a) Annual Base Salary and Bonus. As compensation for his services under this Agreement, the Employee shall receive, and the Company shall pay, an annual base salary of such amount as shall be determined by the Compensation Committee of the Company’s Board of Directors (or other committee performing similar functions), but not less than $360,000 (U.S.). Such annual base salary shall be payable in equal installments in accordance with the policy then prevailing for the Company’s Employees. In addition to such annual base salary, the Employee shall be entitled, during the Term, to an annual performance bonus as determined by the Compensation Committee of the Board of Directors (or other committee performing similar functions), and to participate in and receive payments from all other bonus and other incentive compensation plans as may be adopted by the Company as are made available to other Employees of the Company.

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(b) Payments. All amounts paid pursuant to this Agreement shall be subject to withholding or deduction by reason of the Federal Insurance Contribution Act, Federal income tax, state and local income tax, if any, and comparable laws and regulations.

(c) Other Benefits. The Employee shall be reimbursed by the Company for all reasonable and customary travel and other business expenses incurred by him in the performance of his duties hereunder in accordance with the Company’s standard policy regarding expense verification practices. The Employee shall be entitled to that number of weeks paid vacation per year that is available to other Employees of the Company, and shall be eligible to participate in such pension, life insurance, health insurance, disability insurance and other employee benefits plans, if any, which the Company may from time to time make available to its Employees generally.

4. NONCOMPETITION AND NON-DISCLOSURE REQUIREMENTS.

(a) Employee acknowledges that his services are of a special, unique, extraordinary and intellectual character, and his position with the Company places him in a position of confidence and trust with customers, suppliers and employees of the Company and other Related Entities. The Employee further acknowledges that the rendering of services under this Agreement necessarily requires the disclosure to him of confidential information (as defined below) of the Company and/or Related Entities. The Employee and the Company agree that both prior to and during his course of employment with the Company, the Employee had, has and will continue to develop personal relationships with the Company’s financiers, customers, suppliers and employees, and that the Employee holds a position of substantial trust and confidence. As a consequence, the Employee agrees that it is reasonable and necessary for the protection of goodwill and legitimate business interests of the Company and Related Entities that the Employee make the covenants contained herein, that the covenants are a material inducement for the Company to employ the Employee and to enter into this Agreement, and that the covenants are given as an integral part of and incident to this Agreement.

(b) The Employee covenants and agrees that during his employment by the Company (whether during the Term hereof or otherwise), and thereafter for a period of two (2) years following the termination of the Employee’s employment with the Company, he will not:

(i) directly or indirectly engage in, continue in or carry on the business of the Company or any Related Entity, or any business substantially similar thereto, including owning or controlling any financial interest in, any corporation, partnership, firm or other form of business organization which competes with or is engaged in or carries on any aspect of such business or any business substantially similar thereto;

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(ii) directly or indirectly, assist, promote or encourage any employees or clients, or potential employees or clients, of the Company or Related Entities to terminate or discontinue their relationship in order to pursue opportunities or employment with any competitor of the Company or Related Entities;

(iii) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now, becomes or may become a competitor of the Company or any Related Entity in any aspect of their respective businesses during the Employee’s employment with the Company, including, but not limited to: advertising or otherwise endorsing the products of any such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor; or loaning money or rendering any other form of financial assistance to or engaging in any form of business transaction whether or not on an arms’ length basis with any such competitor; or

(iv) engage in any practice the purpose of which is to evade the provisions of this Agreement or to commit any act which is detrimental to the successful continuation of, or which adversely affects, the business or the Company; provided, however, that the foregoing shall not preclude the Employee’s ownership of not more than 5% of the equity securities of a corporation which has such securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(c) The Employee acknowledges that the inventions, innovations, software, trade secrets, business plans, financial strategies, finances, and all other confidential or proprietary information with respect to the business and operations of the Company and Related Entities are valuable, special and unique assets of the Company. The Employee agrees not to, at any time during or after the Term of this Agreement, disclose, directly or indirectly, to any person or entity, or use or authorize or propose to authorize any person or entity to use any confidential or proprietary information with respect to the Company or Related Entities without the prior written consent of the Company including, without limitation, information as to the financial condition, results of operations, identities of clients or prospective clients, products under development, acquisition strategies or acquisitions under consideration, pricing or cost information, marketing strategies or any other information relating to the Company or any of the Related Entities which could be reasonably regarded as confidential. However, this does not include information which is or shall become generally available to the public other than as a result of disclosure by the Company or Related Entities or any of their agents, affiliates or representatives or a person to whom any of them has provided such information.

(d) The Employee agrees that the geographic scope of this covenant not to compete shall extend to (i) the states of Alabama, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Maryland, Michigan, Missouri, North Carolina, Ohio, South Carolina, Tennessee and Virginia, which constitute the geographic area in which the Company has operated its business at some time during the two years preceding the date of this Agreement; or (ii) such broader geographic area where the Company conducts business at any time during the Term of this Agreement.

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(e) In the event of any breach of this covenant not to compete, the Employee recognizes that the remedies at law will be inadequate and that in addition to any relief at law which may be available to the Company for such violation or breach and regardless of any other provision contained in this Agreement, the Company shall be entitled to equitable remedies (including an injunction) and such other relief as a court may grant after considering the intent of this Section 4.

(f) In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographic scope, prohibited activities or otherwise, the parties agree that this covenant shall be reduced or curtailed to the extent necessary to render it enforceable.

5. TERMINATION.

(a) Death. The Employee’s employment hereunder shall terminate upon his death.

(b) Disability. If, during the Term, the Employee becomes physically or mentally disabled in accordance with the terms and conditions of any disability insurance policy covering the Employee or, if due to such physical or mental disability, the Employee becomes unable for a period of more than twelve (12) consecutive months to perform his duties hereunder on substantially a full-time basis as determined by the Company in its sole reasonable discretion, the Company may, at its option, terminate the Employee’s employment hereunder upon not less than thirty (30) days’ written notice of termination.

(c) Cause. The Company may terminate this Agreement at any time with Cause. As used in this Agreement, “Cause” shall mean the following: (1) a material violation of the Employer’s policies or practices which reasonably justifies termination; (2) conviction of a felony or any crime involving moral turpitude, fraud, dishonesty or misrepresentation, as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction; (3) the commission by the Employee of any act which would reasonably be expected to materially injure the reputation, business, or business relationships of the Company or Related Entities; or (4) any material breach by Employee of this Agreement. The Company may terminate this Agreement with Cause as defined in clauses (1) and (4) above upon fifteen (15) business days’ prior written notice (the “Cause Notification Period”) to Employee, but such termination shall only become effective in the event of Employee’s failure to cure the applicable breach or violation, to the reasonable satisfaction of Company, prior to the end of the Cause Notification Period. The Company may terminate this Agreement without notice at any time with Cause as defined in clause (2) or (3) above. In the event of a termination with Cause, the Company shall be relieved of all its obligations to the Employee provided for by this Agreement, and all payments to the Employees hereunder shall immediately cease and terminate. For the avoidance of doubt, the Company also may terminate the Employee’s employment hereunder at any time without Cause by written notice; provided, however, that the Company shall owe the Employee the Severance Payment (as defined below) following a termination of the Employee’s employment by the Company other than for Cause.

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(d) Involuntary Termination by Employee. The Employee may terminate his employment hereunder upon (i) a good faith determination by the Employee that there has been a material breach of the Agreement by the Company, (ii) a material adverse change in the Employee’s working conditions or status, (iii) a significant relocation of the Employee’s principal office, or (iv) upon or within the two-year period following a Change of Control, a good faith determination by the Employee that there has been any of the following: a breach of the Agreement by the Company, any adverse change in the Employee’s working conditions, status, authority, duties, responsibilities (including but not limited to a requirement that the Employee report to a corporate officer instead of reporting directly to the board of directors) or any requirement that the Employee relocate his principal office to a location that is more than ten (10) miles from the location of the Employee’s principal office immediately prior to the Change of Control (any one of the preceding constituting “Good Reason”), by delivering written notice of termination to the Company indicating in reasonable detail the facts and circumstances alleged to provide a basis for such termination and shall cease performing the Employee’s duties hereunder on the date which is ten (10) days after delivery of the notice, which date shall also be the date of termination of the Employee’s employment.

(e) Voluntary Termination by Employee. The Employee agrees to provide the Company with at least twenty (20) business days’ (“Termination Notice Period”) prior written notice of his intent to terminate employment voluntarily. Failure to provide such notice terminates the Employee’s entitlement to payment of accrued, unused benefits, such as vacation. However, the Company reserves the right to terminate the Employee before the end of the Termination Notice Period, provided that the Company pays the Employee the salary that he would have received from the date of the last payroll payment to the end of the Termination Notice Period. Such salary shall be paid in accordance with the Company’s normal payroll procedures applicable to base salary. During the Termination Notice Period, the Employee agrees to make a good faith effort to perform the duties described hereunder. If, during the Term, the Employee voluntarily terminates his employment with the Company, the Company’s obligations, including payment obligations, under this Agreement shall cease, except that the Company shall pay the Employee the amount of base salary that he would have received from the date of the last payroll payment to the end of the Termination Notice Period in accordance with the Company’s normal payroll procedures applicable to base salary.

(f) Severance Payment. In the event of a termination of the Employee’s employment (i) by the Company other than for Cause or (ii) by the Employee in a manner which satisfies Section 5(d), the Company shall pay the Employee (subject to the provisions of Section 6 of this Agreement) a one-time, lump-sum severance payment equal to TWO (2) times the sum of (A) the Employee’s annual base salary in effect at the time of such termination and (B) the Employee’s average annual bonus for the TWO (2) full calendar years immediately preceding such termination (“Severance Payment”). The Severance Payment shall be paid to the Employee in cash equivalent on the first day of the seventh (7^th) month following the month in which the termination of the Employee’s employment occurs, without interest thereon; provided, however, that if, on the date of termination of the Employee’s employment, the Employee is not a “specified employee” within the meaning of Section 409A of the Code,

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then the Severance Payment shall be paid to the Employee in cash equivalent on the date that is sixty (60) days after the date of termination of the Employee’s employment ; provided further that, notwithstanding anything to the contrary in this Agreement, no Severance Payment (except any amounts paid pursuant to Section 17(c) of this Agreement) shall be paid before the date that is eighteen (18) months after the amendment and restatement of this Agreement.

(g) Benefits. The following shall apply upon termination of the Employee’s employment: Notwithstanding anything to the contrary herein contained, the Employee shall receive all compensation and other benefits to which he was entitled under this Agreement or otherwise as an employee of the Company through the termination date, including payments of base salary accrued hereunder through the calendar month in which such termination occurs.

6. TAX PROVISIONS.

(a) No Excess Parachute Payment. It is the intention of the Company and the Employee that no portion of the Severance Payment or any other payment or benefit under this Agreement, or payments to or for the benefit of the Employee under any other agreement or plan (collectively, the “Change of Control Benefits”) be deemed to be an excess parachute payment as defined in Section 280G of the Code or any successor provision thereto. Notwithstanding any other provision of this Agreement, if any portion of the Change of Control Benefits would constitute a parachute payment within the meaning of Section 280G of the Code, such Change of Control Benefits shall be reduced to an amount equal to One Dollar ($1.00) less than the maximum amount which the Employee may receive without becoming subject to the tax imposed by Section 4999 of the Code (or any successor provision) or which the Company may pay without loss of deduction under Section 280G(a) of the Code (or any successor provision).

(b) Opinion. For purposes of this Section, within thirty (30) days after delivery of a written notice of termination by the Employee in a manner which satisfies Section 5(d) or by the Company other than for Cause pursuant to this Agreement or an earlier written notice by the Company to the Employee of its belief that there is a payment or benefit due the Employee which will result in an excess parachute payment as defined in Section 280G of the Code or any successor provision thereto, the Employee and the Company shall obtain, at the Company’s expense, the opinion (which need not be unqualified) of nationally recognized tax counsel (“Tax Counsel”) selected by the Company’s independent auditors and acceptable to the Employee, which sets forth (A) the “base amount” within the meaning of Section 280G; (B) the aggregate present value of the payments in the nature of compensation to the Employee as prescribed in Section 280G(b)(2)(A)(ii); and (C) the amount and present value of any “excess parachute payment” within the meaning of Section 280G(b)(1).

In the event that such opinion determines that there would be an excess parachute payment, the Change of Control Benefits shall be reduced or eliminated by applying the following principles, in order: (i) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (ii) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (iii) cash payments shall be reduced prior to non-cash

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benefits; provided, however, that if the foregoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payments or benefits included in the Change of Control Benefits (on the basis of the relative present value of the parachute payments). For purposes of this Agreement, the value of any noncash benefits or any deferred payment or benefit, and all present economic values, shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G, which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Employee. Such opinion shall be dated as of the date of termination of the Employee’s employment and addressed to the Company and the Employee and shall be binding upon the Company and the Employee.

The provisions of this Section 6(b), including the calculations, notices and opinions provided for herein shall be based upon the conclusive presumption that the compensation earned by the Employee pursuant to the Company’s compensation programs prior to a change of control is reasonable; provided, however, that in the event such Tax Counsel so requests in connection with the opinion required by this Section 6(b), the Company shall obtain at its expense, and Tax Counsel may rely on in providing the opinion, the advice of a firm of recognized Employee compensation consultants as to the reasonableness of any item of compensation to be received by the Employee.

(c) Effect of Change in Law. In the event that the provisions of Sections 280G and 4999 of the Code (or any successor provisions) are repealed, this Section 6 shall cease to be effective on the effective date of such repeal. The parties to this Agreement recognize that final regulations promulgated under Section 280G of the Code may affect the amounts that may be paid under this Agreement and agree that, upon issuance of such final regulations, this Agreement may be modified as the parties hereto may in good faith deem necessary in light of the provisions of such regulations to achieve the purposes of this Agreement, and that consent to such modification shall not be unreasonably withheld.

7. ADDITIONAL PAYMENT.

(a) If, notwithstanding the provisions of Section 6 of this Agreement, it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of the Change of Control Benefits is subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any successor provision), then the Company shall pay to the Employee an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Employee, after deduction of (i) any Excise Tax; (ii) any federal, state or local taxes arising in respect of the imposition of such Excise Tax; and (iii) any federal, state or local taxes (including the Excise Tax) imposed upon the payment provided for by this Section 7, shall be equal to the Change of Control Benefits. The Company shall make any Gross-Up Payment under this Section 7(a) within thirty (30) days after the date on which the applicable taxes are due.

(b) If legislation is enacted that would require the Company’s stockholders to approve this Agreement, prior to a Change of Control, due solely to the provision contained in subsection (a) of this Section 7, then: (i) from and after such time as stockholder approval would be required, until stockholder approval is obtained as required by such

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legislation, subsection (a) shall be of no force and effect; (ii) if the Company seeks stockholder approval of any other agreement providing similar benefits to any other Employee of the Company, the Company shall seek stockholder approval of this Agreement at the same stockholders’ meeting or meetings at which the stockholders consider any such other agreement; and (iii) the Company and the Employee shall use their best efforts to consider and agree in writing upon an amendment to this Section 7 such that, as amended, such Section would provide the Employee with the benefits intended to be afforded to the Employee by subsection (a) without requiring stockholder approval.

8. SUCCESSORS.

(a) If the Company sells, assigns or transfers all or substantially all of its business and assets to any Person (as defined in Appendix A hereto) or if the Company merges into or consolidates or otherwise combines (where the Company does not survive such combination) with any Person (any such event, a “Sale of Business”), then the Company shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and the Company shall cause such Person, by written agreement in form and substance reasonably satisfactory to the Employee, to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Failure of the Company to obtain such agreement prior to the effective date of such Sale of Business shall be a material breach of this Agreement. In case of such assignment by the Company and of assumption and agreement by such Person, as used in this Agreement, “Company” shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 8 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Employee shall, in the Employee’s discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to the Company (as defined in the first paragraph of this Agreement) and the Company (as so defined) in any action to enforce any rights of the Employee hereunder. Except as provided in this Subsection, this Agreement shall not be assignable by the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company.

(b) This Agreement and all rights of the Employee shall inure to the benefit of and be enforceable by the Employee’s personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Employee under Sections 3, 5, and 7 of this Agreement if the Employee had lived shall be paid, in the event of the Employee’s death, to the Employee’s estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Company, as such terms are in effect on the date of the Employee’s death, that expressly govern benefits under such plan in the event of the Employee’s death.

9. SEVERABILITY. The provisions of this Agreement shall be regarded as divisible, and the parties agree that if any of said provisions or any part hereof shall under any circumstances be deemed or declared invalid, inoperative or unenforceable, then the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

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10. AMENDMENT. This Agreement (as hereby amended and restated) may not be further amended or modified at any time except by written instrument executed by the Company and the Employee.

11. WITHHOLDING. The Company shall be entitled to withhold from amounts to be paid to the Employee hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold; provided, that the amount so withheld shall not exceed the minimum amount required to be withheld by law (unless the Employee has otherwise indicated in writing). The Company shall be entitled to rely on an opinion of nationally recognized tax counsel if any question as to the amount or requirement of any such withholding shall arise.

12. NOTICE. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when actually received, whether hand-delivered, sent by telecopier, facsimile transmission or other electronic means of transmitting written documents (as long as receipt is acknowledged) or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to the Employee, to:

Peter L. Vosotas

2849 Shady Oak Ct.

Clearwater, FL 33759

If to the Company, to:

Nicholas Financial, Inc.

2454 McMullen Booth Road Building C

Clearwater, Florida 33759

Attn: Senior Vice President-Finance

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that a notice of change of address shall be effective only upon receipt.

13. NO WAIVER; ENTIRE AGREEMENT. No waiver by any party hereto of any breach of this Agreement by any other party hereto shall be deemed a waiver of any similar or dissimilar term or condition at the same or at any prior or subsequent time. This Agreement and any equity award agreements between the Company and the Employee constitute the entire agreement between the parties hereto with respect to the Employee’s employment by the Company and there are no agreements or representations, oral or otherwise, expressed or implied, with respect to or related to the employment of the Employee which are not set forth in this Agreement or such equity award agreements.

14. NO ASSIGNMENT. Except as expressly set forth herein, no party shall assign any of his or its rights under this Agreement without the prior written consent of the other party and any attempted assignment without such prior written consent shall be null and void and without legal effect.

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15. COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be effective upon the execution and delivery by any party hereto of facsimile copies of signature pages hereto duly executed by such party; provided, however, that any party delivering a facsimile signature page covenants and agrees to deliver promptly after the date hereof two (2) original copies to the other party hereto.

16. GOVERNING LAW.

(a) The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of Florida, except that Section 16(b) shall be construed in accordance with the Federal Arbitration Act if arbitration is chosen by the Employee as the method of dispute resolution.

(b) Any dispute arising out of this Agreement shall, at the Employee’s election, be determined by either (i) arbitration under the rules of the American Arbitration Association then in effect (but subject to any evidentiary standards set forth in this Agreement), in which both parties shall be bound by the arbitration award, or (ii) by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Tampa, Florida. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

17. CERTAIN RULES OF CONSTRUCTION ; CODE SECTION 409A.

(a) No party shall be considered as being responsible for the drafting of this Agreement for the purpose of applying any rule construing ambiguities against the drafter or otherwise. No draft of this Agreement shall be taken into account in construing this Agreement. Any provision of this Agreement which requires an agreement in writing shall be deemed to require that the writing in question be signed by the Employee and an authorized representative of the Company.

(b) The Company and the Employee intend the terms of this Agreement to be in compliance with Section 409A of the Code and the regulations promulgated thereunder. To the maximum extent permissible, any ambiguous terms of this Agreement shall be interpreted in a manner that avoids a violation of Section 409A of the Code. The phrase “termination of the Employee’s employment” and similar phrases in this Agreement shall mean the Employee’s “separation from service” as defined in Section 409A of the Code. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit, including but not limited to consequences related to Section 409A of the Code.

(c) If, after the date of a Change of Control of the Company, any payment amount or the value of any benefit under this Agreement is required to be included in the Employee’s income prior to the date such amount is actually paid or the benefit provided as a result of the failure of this Agreement (or any other arrangement that is required to be aggregated

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with this Agreement under Code Section 409A) to comply with Code Section 409A, then the Employee shall receive a distribution, in a lump sum, within 90 days after the date it is finally determined that the Agreement (or such other arrangement that is required to be aggregated with this Agreement) fails to meet the requirements of Section 409A of the Code; such distribution shall equal the lesser of (i) the amount required to be included in the Employee’s income as a result of such failure and (ii) the benefits otherwise due hereunder, and shall in any event reduce the amount of payments or benefits otherwise due hereunder.

18. HEADINGS. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

NICHOLAS FINANCIAL, INC.
By:
	Ralph T. Finkenbrink
	Sr. VP - Finance & CFO
EMPLOYEE:
Printed Name: Peter L. Vosotas

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APPENDIX A

For purposes of Section 5(d) of this Agreement, a Change of Control shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(i) any person or entity, or group thereof acting in concert (a “Person”) (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock in the Company), being or becoming the “beneficial owner” (as such term is defined in Securities and Exchange Commission (“SEC”) Rule 13d-3 under the Exchange Act) of securities of the Company which, together with securities previously owned, confer upon such person, entity or group the combined voting power, on any matters brought to a vote of shareholders, of twenty percent (20%) or more of the then outstanding shares of voting securities of the Company; or

(ii) the sale, assignment or transfer of assets of the Company or any subsidiary or subsidiaries, in a transaction or series of transactions, if the aggregate consideration received or to be received by the Company or any such subsidiary in connection with such sale, assignment or transfer is greater than fifty percent (50%) of the book value, determined by the Company in accordance with generally accepted accounting principles, of the Company’s assets determined on a consolidated basis immediately before such transaction or the first of such transactions; or

(iii) the merger, consolidation, share exchange or reorganization of the Company (or one or more direct or indirect subsidiaries of the Company) as a result of which the holders of all of the shares of capital stock of the Company as a group would receive less than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving or resulting entity or any parent thereof immediately after such merger, consolidation, share exchange or reorganization; or

(iv) the adoption of a plan of complete liquidation or the approval of the dissolution of the Company; or

(v) the commencement (within the meaning of SEC Rule 13e-4 under the Exchange Act) of a tender or exchange offer which, if successful, would result in a Change of Control of the Company; or

(vi) a determination by the Board of Directors of the Company, in view of the then current circumstances or impending events, that a Change of Control of the Company has occurred or is imminent, which determination shall be made for the specific purpose of triggering the operative provisions of this Agreement.

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EX-10.7

Exhibit 10.7

FISCAL 2013/2014 ANNUAL INCENTIVE BONUS PLAN SUMMARY

The Company’s two named executive officers are: Peter L. Vosotas, Chairman of the Board, President and Chief Executive Officer; Ralph T. Finkenbrink, Senior Vice President, Chief Financial Officer and Secretary. The Company has in place an annual incentive bonus program for both of these named executive officers. Set forth below is a summary of the principal terms of such programs for the fiscal year ended March 31, 2013 (“Fiscal 2013”) and the fiscal year ending March 31, 2014 (“Fiscal 2014”):

Fiscal 2013

Cash Bonuses. In addition to his annual base salary, both named executive officers are entitled to receive cash bonuses for Fiscal 2013 based upon the Company’s revenues and operating income exceeding certain target percentages. The tables below summarize the cash bonuses payable to both of the named executive officers based upon the Company meeting or exceeding the indicated growth targets:

Revenue Growth Target (% Increase Over Fiscal 2012)*	Cash Bonus Payable to Mr. Vosotas		Cash Bonus Payable to Mr. Finkenbrink
3%	$	20,000	$	15,000
5% or above	$	40,000	$	30,000

Operating Income Growth Target (% Increase Over Fiscal 2012)*	Cash Bonus Payable to Mr. Vosotas		Cash Bonus Payable to Mr. Finkenbrink
5%	$	20,000	$	15,000
10% or above	$	40,000	$	30,000

Equity Awards. The Company’s Named Executive Officers received the following equity awards under the Equity Plan as part of the Fiscal 2013 incentive bonus program: (i) on May 8, 2012, Mr. Vosotas was awarded 20,000 shares of restricted stock, which shares will vest on March 31, 2014; (ii) on May 8, 2012, Mr. Vosotas was awarded 20,000 performance shares subject to the base operating income and revenue targets associated with his Fiscal 2013 cash bonuses described above; and (iii) on May 8, 2012, Mr. Finkenbrink was awarded 15,000 shares of restricted stock, which shares will vest on March 31, 2014. 2014.

Fiscal 2014

Cash Bonuses. In addition to his annual base salary, both named executive officers are entitled to receive cash bonuses for Fiscal 2014 based upon the Company’s revenues and operating income exceeding certain target percentages. The tables below summarize the cash bonuses payable to both of the named executive officers based upon the Company meeting or exceeding the indicated growth targets:

Revenue Growth Target (% Increase Over Fiscal 2013)*	Cash Bonus Payable to Mr. Vosotas		Cash Bonus Payable to Mr. Finkenbrink
3%	$	20,000	$	15,000
5% or above	$	40,000	$	30,000

Operating Income Growth Target (% Increase Over Fiscal 2013)*	Cash Bonus Payable to Mr. Vosotas		Cash Bonus Payable to Mr. Finkenbrink
5%	$	20,000	$	15,000
10% or above	$	40,000	$	30,000

Equity Awards. To date, neither of the Company’s Named Executive Officers has received any equity awards for fiscal 2014.

2

EX-10.8

Exhibit 10.8

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

1 STOP MOTORSPORTS

1ST CHOICE AUTO SALES INC

1ST CLASS AUTO SALES

1ST CLASS AUTO SALES

1ST CLASS AUTOS

1ST STOP MOTORS INC

247 AUTO SALES

31 W AUTO BROKERS INC

4 WHEELS OF FOX LAKES SALES

4042 MOTORS LLC

414 AUTO CENTER

44 AUTO MART

5 POINTS AUTO MASTERS

5 STARR AUTO

60 WEST AUTO SALES LLC

7TH STREET AUTO SALES

A & D MOTORS, INC.

A & M CLASSIC AUTO RESTORATION

A & S GRAND AVE

A.R.J.’S AUTO SALES, INC

A1 AUTO SALES

A-1 AUTO SALES

AAA AUTOMOTIVE LLC

AACC AUTO CAR SALES, INC

ABBY’S AUTOS, INC.

ACE AUTOMOTIVE, INC.

ACTION DIRECT USA

ACTION GM

ACURA OF ORANGE PARK

ADAMS AUTO GROUP

ADAMSON FORD LLC

ADRIAN DODGE CHRYSLER JEEP

ADS AUTO DISCOUNT SALES INC

ADVANCE AUTO WHOLESALE, INC.

ADVANTAGE CHRYSLER PLYM DODGE

ADVANTAGE USED CARS

ADVENTURE CHRYSLER JEEP

AFFINITY AUTOMOTIVE REPAIRS &

AFFORDABLE AUTO AUCTION LLC

AFFORDABLE RENTAL SALES

AFFORDABLE USED CARS & TRUCKS

AJ’S AUTO

ALBANY MITSUBISHI

ALFA MOTORS

ALL AMERICAN AUTO MART

ALL CREDIT CAR SALES LLC

ALL RIGHT AUTOS INC

DEALER NAME

ALL STAR AUTO GROUP

ALL STAR MOTORS INC

ALL WHEEL AUTO

ALLAN VIGIL FORD

ALLEN TURNER AUTOMOTIVE

ALLIANCE

AL’S AUTO MART

ALTERNATIVES

AMERICAN AUTO SALES WHOLESALE

AMERICAN PRESTIGE AUTOS INC

AMERIFIRST AUTO CENTER, INC.

ANDERSON SUBURU

ANDRADE AUTO EXCHANGE INC

ANDY MOHR BUICK PONTIAC GMC

ANDY MOHR CHEVROLET, INC.

ANDY MOHR FORD, INC.

ANDY MOHR TOYOTA

ANNIE RAE INC

ANSWER ONE MOTORS

ANTHONY PONTIAC GMC BUICK INC

ANTHONY UNDERWOOD AUTOMOTIVE

ANTIQUE MOTORS

ANY CREDIT AUTO SALES LLC

ANYTHING ON WHEELS INC

APPROVAL AUTO CREDIT INC.

ARA AUTO AIR & ELECTRIC

ARB WHOLESALE CARS INC

ARBOGAST BUICK PONTIAC GMC

ARC AUTO LLC

ARCH ABRAHAM NISSAN LTD

ARES FINANCIAL SERVICES LLC

ARRIGO DODGE

ART MOEHN CHEVROLET, CO.

ART PINNOWS AUTO

ASANKA CARS.COM

ASHEBORO NISSAN, INC

ASSOCIATED AUTOMOTIVE GROUP

ATCHINSON FORD SALES

ATL AUTOS .COM

ATLANTA LUXURY MOTORS INC

ATLANTIC BEACH AUTO SALES

ATLANTIS RENT A CAR AND

AUCTION DIRECT USA

AURORA CHRYSLER PLYMOUTH

AURORA MOTOR CARS

AUSTIN MOTORS, INC

AUTO AMERICA

DEALER NAME

AUTO B GOOD

AUTO BANK, INC.

AUTO BRITE AUTO SALES

AUTO CITY

AUTO CITY LLC

AUTO CLUB OF MIAMI

AUTO DIRECT

AUTO DIRECT COLUMBUS OH

AUTO DIRECT PRE-OWNED

AUTO ENTERPRISE

AUTO EXCHANGE

AUTO EXTREME INC

AUTO HAUS OF FT. MEYERS

AUTO LIBERTY OF ARLINGTON

AUTO LINE, INC.

AUTO LIQUIDATORS OF TAMPA, INC

AUTO LOOX

AUTO MAC 2

AUTO MART, INC.

AUTO MAX USA LLC

AUTO NETWORK OF THE TRIAD LLC

AUTO NETWORK, INC.

AUTO PARK CORPORATION

AUTO PASS SALES & SERVICE CORP

AUTO PLAZA INC

AUTO PLAZA USA

AUTO PLUS OF SMITHVILLE LLC

AUTO POINT USED CAR SALES

AUTO PROFESSION CAR SALES 2

AUTO PROFESSIONAL CAR SALES

AUTO RITE, INC

AUTO SELECT

AUTO SENSATION USA, INC.

AUTO SOLUTIONS

AUTO SPORT, INC.

AUTO STAR MOTOR CO LLC

AUTO STOP INC

AUTO SUPER CENTER

AUTO TRADEMARK

AUTO TREND WHOLESALE

AUTO VILLA

AUTO VILLA WEST

AUTO WEEKLY SPECIALS

AUTO WISE AUTO SALES

AUTO WISE BUYING SERVICE INC

AUTO WORLD

AUTO WORLD

DEALER NAME

AUTODRIVE, LLC

AUTOHOUSE, US

AUTOLAND AUTO SALES

AUTOLAND USA AT SMYRNA

AUTOMART #1 LLC

AUTOMAX

AUTOMAX ATLANTA

AUTOMAX OF ANDERSON

AUTOMAX OF GREENVILLE

AUTOMAX OF GREER

AUTOMAX OF SPARTANBURG

AUTOMOTIVE CONNECTION

AUTONATION LLC

AUTONET GROUP LLC

AUTONOMICS

AUTOPLEX IMPORT

AUTOPLEX, LLC

AUTORAMA PREOWNED CARS

AUTOS DIRECT INC

AUTOS ONLINE

AUTOSHOW SALES AND SERVICE

AUTOVILLE

AUTOWAY CHEVROLET

AUTOWAY FORD OF BRADENTON

AUTOWAY FORD OF ST PETE

AUTOWAY HONDA ISUZU

AUTOWAY LINCOLN-MERCURY

AUTOWISE LLC

AUTOWORLD USA

B & B AUTO PERFORMANCE LLC

B & W MOTORS

BAKER BUICK GMC CADILLAC

BALDERSON MOTOR SALES

BALLAS BUICK GMC

BAMA MOTORCARS INC

BANK AUTO SALES

BARBIES AUTOS CORPORATION

BARGAIN SPOT CENTER

BARNES MOTOR CO. LLC

BARRETT & SONS USED CARS

BARTOW FORD COMPANY

BARTS CAR STORE

BASELINE AUTO SALES, INC.

BATES FORD INC

BAY PINES AUTO SALES

BAYSHORE AUTOMOTIVE

BEACHUM AND LEE FORD INC

DEALER NAME

BEASLEY-CROSS PRE OWNED INC

BECK NISSAN INC.

BEDFORD AUTO WHOLESALE

BEECHMONT FORD

BEEJAY AUTO SALES INC

BELL AUTO SALES

BELLAMY AUTOMOTIVE GROUP, INC

BELLS AUTO SALES

BELL’S AUTO SALES

BELTON AUTO CREDIT

BEN MYNATT NISSAN

BENTLEY AUTOMOTIVE INC

BEREA AUTO MALL

BERGER CHEVROLET

BERKELEY FORD

BERMANS AUTOMOTIVE, INC.

BERT SMITH INTERNATIONAL

BESSEMER AL AUTOMOTIVE LLC

BEST BUY AUTO SALES INC

BEST BUY MOTORS

BEST BUY WHEELS

BEST CHEVROLET

BEST DEAL AUTO SALES

BEST DEAL AUTO SALES INC

BEST DEALS ON WHEELS AUTO

BEST FOR LESS AUTO INC

BEST IN TOWN

BEST KIA

BICKEL BROTHERS AUTO SALES INC

BIG BLUE AUTOS, LLC

BIG O DODGE OF GREENVILLE, INC

BILL BLACK CHEVROLET,

BILL BRANCH CHEVROLET

BILL BRYAN CHRYSLER DODGE JEEP

BILL MCKENZIES USED CARS

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

BLAKE HOLLENBECK AUTO SALES IN

BLOOMINGTON AUTO CENTER

BLOSSOM CHEVROLET, INC.

BLOUNT HONDA

BLUE PRINT AUTOMOTIVE GROUP II

BOB BOAST DODGE

DEALER NAME

BOB CALDWELL DODGE COUNTRY INC

BOB HOOK OF SHELBYVILLE, LLC

BOB KING MITSUBISHI

BOB KING’S MAZDA

BOB MAXEY LINCOLN-MERCURY

BOB PULTE CHEVROLET GEO, INC.

BOB STEELE CHEVROLET INC.

BOBB CHRYSLER DODGE JEEP RAM

BOBB SUZUKI

BOBBY LAYMAN CHEVROLET, INC.

BOBBY MURRAY TOYOTA

BOBBY WOOD CHEVROLET

BONANZA AUTO CENTER INC

BOOMERS TRUCKS & SUVS LLC

BORCHERDING ENTERPRISE, INC

BORI MEX AUTO SALES LLC

BOSAK HONDA

BOULEVARD AUTO SALES & LEASING

BOYD’S AUTO SALES

BRADENTON AUTO DIRECT

BRADLEY CHEVROLET, INC.

BRAD’S USED CARS

BRAMLETT PONTIAC INC

BRANDON HONDA

BRANDT AUTO BROKERS

BRAZUSA AUTO SALES INC

BREMEN MOTORS

BRITTS AUTO CO LLC

BROMAR LLC

BRONDES FORD MAUMEE LTD

BROTHERS CHEVROLET OLDSMOBILE

BSK MOTOR CARS

BUCKEYE FORD LINCOLN MERC OF O

BUCKEYE NISSAN, INC.

BUDS AUTO SALES

BURNS CHEVROLET, INC

BURNT STORE AUTO AND TRAILER

BUTLER FORD MERCURY HONDA INC.

BUTLER NISSAN

BUY RIGHT AUTO SALES INC

BUY RIGHT AUTOMOTIVE, LLC

BUZZ KARZ LLC

BYERLY FORD-NISSAN, INC

BYERS CHEVROLET LLC

BYERS IMPORTS

C & J AUTO WORLD LLC

C & S SALES

DEALER NAME

C.W. MOTORS INC

CABLE AUTOMOTIVE INC

CADILLAC OF NOVI INC

CALVARY CARS & SERVICE, INC

CAMPBELL BROTHERS AUTO SALE

CAMPBELL MOTORS, INC.

CAMPBELL’S AUTO SALES

CAPITAL AUTO SALES CORP

CAPITAL AUTOMOTIVE SALES

CAPITAL FORD INC

CAPITAL MOTORS

CAPITAL MOTORS LLC

CAPITOL AUTO

CAR BAZAAR INC OF FRANKLIN

CAR CITY USA LLC

CAR COLLECTION OF TAMPA INC.

CAR COLLECTION, INC.

CAR CORRAL

CAR COUNTRY

CAR CREDIT INC

CAR DEALS

CAR FINDERS, LLC

CAR MART FL.COM

CAR PORT AUTO SALES, INC.

CAR SOURCE, LLC.

CAR START

CAR ZONE

CAR ZONE

CAR ZONE

CARDINAL MOTORS INC

CARDINAL MOTORS INC

CARDIRECT LLC

CARENA MOTORS, CO.

CAREY PAUL HONDA

CARMASTERS OF ARLINGTON

CAROLINA AUTO EXCHANGE

CAROLINA CARS OF MT PLEASANT

CAROLINA VOLKSWAGEN

CARRIAGE KIA

CARROLLTON MOTORS

CARS & TRUCKS

CARS & US INC

CARS 4 LESS AUTO INC

CARS 4 U

CARS AND CARS, INC.

CARS GONE WILD LLC

CARS OF SARASOTA LLC

DEALER NAME

CARSMART, INC.

CARVER TOYOTA OF COLUMBUS

CARZ & CYCLES OF SOUTHWEST FL

CARZ 4 U, LLC

CARZ, INC.

CASCADE AUTO GROUP, LTD

CASH AUTO SALES LLC

CASTLE USED CARS

CASTRIOTA CHEVROLET GEO INC.

CAVALIER AUTO SALES INC

CAVALIER FORD-PORTSMOUTH

CBS QUALITY CARS, INC.

CECIL CLARK CHEVROLET,INC.

CELEBRITY AUTOMOTIVE LLC

CENTRAL AVE AUTO OUTLET, INC.

CENTRAL PONTIAC INC.

CERTIFIED AUTO DEALERS

CHAMPION OF DECATUR, INC.

CHAMPION PREFERRED AUTOMOTIVE

CHARLES BARKER PREOWNED OUTLET

CHARLOTTE MOTOR CARS LLC

CHARS CARS LLC

CHASE AUTO GROUP

CHATHAM PARKWAY TOYOTA

CHILDRE AUTOMOBILES LLC

CHOICE AUTO SALES

CHOICE AUTOMOTIVE GROUP

CHRIS CARROLL AUTOMOTIVE

CHRIS SPEARS PRESTIGE AUTO

CHRONIC INC.

CINCY IMPORTS

CIRCLE CITY ENTERPRISES, INC.

CITRUS CHRYSLER JEEP DODGE

CITY AUTO SALES

CITY MITSUBISHI

CITY STYLE IMPORTS INC

CITY USED CARS, INC

CLARK’S SUNSHINE

CLASSIC ASIAN IMPORTS, LLC

CLASSIC AUTO DEALER

CLASSIC CADILLAC ATLANTA CORP

CLASSIC FORD

CLASSIC SUZUKI OF BIRMINGHAM

CLASSIC TOYOTA

CLONINGER FORD OF HICKORY

COASTAL CHEVROLET, INC.

COCONUT CREEK HYUNDAI

DEALER NAME

COGGIN HONDA

COLONIAL AUTO SALES

COLUMBUS AUTO RESALE, INC

CONEXION AUTO SALES

CONLEY BUICK, INC.

CONSUMER AUTO BROKERS

COOK MOTOR COMPANY

CORAL SPRINGS OLDSMOBILE, INC

CORAL WAY AUTO SALES INC

COUCH MOTORS LLC

COUGHLIN AUTOMOTIVE OF

COUGHLIN AUTOMOTIVE- PATASKALA

COUGHLIN CHEVROLET OF

COUGHLIN FORD- JOHNSTOWN

COUGHLIN FORD OF CIRCLEVILLE

COUGHLIN HYUNDAI

COUNTRY HILL MOTORS INC

COUNTRY HILL MOTORS, INC.

COUNTRYSIDE FORD OF CLEARWATER

COUNTY MOTOR CO., INC.

COURTESY CHRYSLER DODGE JEEP

COURTESY CHRYSLER JEEP

COURTESY CHRYSLER JEEP DODGE

COURTESY NISSAN

COYLE CHEVROLET

CR MOTOR SALES, INC.

CR MOTORS OF ADRIAN INC

CRABBS AUTO SALES

CRAIG & BISHOP, INC.

CRAIG & LANDRETH INC

CRAMER TOYOTA OF VENICE

CRENCOR LEASING & SALES

CREST CADILLAC OF BIRMINGHAM

CRESTMONT HYUNDAI, LLC

CRM MOTORS, INC.

CRONIC CHEVROLET, OLDSMOBILE-

CROSSROADS FORD INC

CROSSROADS FORD OF INDIAN TRL

CROSSROADS KIA OF INDIAN TRAIL

CROSSWALK AUTO

CROWN AUTO DEALERSHIPS INC.

CROWN HONDA

CROWN KIA

CROWN MOTORS INC

CROWN NISSAN

CROWN NISSAN GREENVILLE

CSA IMPORTS LLC DBA COGGIN

DEALER NAME

CURRIE MOTORS DRIVERS EDGE

D & L AUTO SALES

D & R AUTOMOTIVE

D & R TRUCK AND AUTO

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

DAVES JACKSON NISSAN

DAVID SMITH AUTOLAND, INC.

DAYS AUTO SALES INC

DAYTON ANDREWS DODGE

DAYTON ANDREWS INC.

DEACON JONES AUTO PARK

DEACON JONES NISSAN LLC

DEALER SERVICES FINANCIAL CTR

DEALERS CHOICE MOTOR COMPANY

DEALS FOR WHEELS

DEALS ON WHEELS

DEALS ON WHEELS AUTO MART

DEALS ON WHEELS WHOLESALE LLC

DEALZ AUTO TRADE

DEALZ ON WHEELZ LLC

DEECO’S AUTO SALES INC

DEMAAGD GMC NISSAN INC

DENNIS AUTO POINT

DENNY’S AUTO SALES, INC.

DESTINYS AUTO SALES

DETROIT II AUTOMOBILES

DETROIT II AUTOMOBILES, INC

DEWITT MOTORS

DIAMOND AUTO CENTER

DIAMOND II AUTO SALES, INC.

DIANE SAUER CHEVROLET, INC.

DICK SCOTT MOTOR MALL INC

DICK SCOTT NISSAN, INC.

DIMMITT CHEVROLET

DIRECT AUTO EXCHANGE, LLC

DIRECT AUTO SALES LLC

DISCOUNT AUTO BROKERS

DIVERSIFIED AUTO SALES

DIXIE IMPORT INC

DM MOTORS, INC.

DOJ AUTO DEALERSHIP

DEALER NAME

DON AYERS PONTIAC INC

DON HINDS FORD, INC.

DON JACKSON CHRYSLER DODGE

DON JACKSON IMPORTS CARS INC

DON MARSHALL CHYSLER CENTER

DON MEALEY CHEVROLET

DON MOORE CHEVROLET CADILLAC

DON REID FORD INC.

DORAL CARS OUTLET

DOTSON BROS CHRYS DODGE PLYM

DOWNTOWN BEDFORD AUTO

DRIVE NOW AUTO SALES

DRIVE SOURCE

DRIVER SEAT AUTO SALES LLC

DRIVERIGHT AUTO SALES, INC.

DRIVERS WORLD

DRIVEWAYCARS.COM

DRY RIDGE TOYOTA

DUBLIN CADILLAC NISSAN GMC

DUGAN CHEVROLET PONTIAC

DUKE IMPORTS, INC.

DUNN CHEVROLET OLDS INC.

DURAN MOTOR SPORTS INC

DUVAL ACURA

DWAYNE PIERCE

DYNASTY MOTORS

E AUTO SOLUTIONS

EAGLE ONE AUTO SALES

EAGLE ONE LEASE & CAPITAL LLC

EARL TINDOL FORD, INC.

EAST ANDERSON AUTO SALES

EAST COAST AUTO SALES LLC

EAST LAKE TRUCK & CAR SALES

EASTERN SHORE AUTO BROKERS INC

EAZY RIDE AUTO SALES LLC

ECLECTIC CARS LLC

ECONOMIC AUTO SALES INC

ECONOMY RENT A CAR & SALES INC

ED MORSE MAZDA LAKELAND

ED TILLMAN AUTO SALES

ED VOYLES HONDA

ED VOYLES HYUNDAI

ED VOYLES KIA OF CHAMBLEE

EDDIE ANDRESON MOTORS

EDDIE AUTO BROKERS

EDDIE CRAIGS EXPRESS

EDDIE MERCER AUTOMOTIVE

DEALER NAME

EDDIE PREUITT FORD, INC.

EDGE MOTORS

EJ’S QUALITY AUTO SALES, INC.

ELDER FORD OF TAMPA LLC

ELITE AUTO ADVANTAGE INC

ELITE AUTO SALES OF ORLANDO

ELITE CAR OUTLET INC

ELITE CAR SALES OF CLEARWATER

ELITE IMPORTS

EMPIRE AUTOMOTIVE GROUP

ENGLEWOOD FORD

ENON AUTO SALES

ENTERPRISE

ENTERPRISE CAR SALES

ENTERPRISE CAR SALES

ENTERPRISE CAR SALES

ENTERPRISE CAR SALES

ENTERPRISE LEASING COMPANY

ERNEST MOTORS, INC.

ERNIE PATTI AUTO LEASING &

ESSERMAN INTERNATIONAL ACURA

EXCLUSIVE MOTORCARS LLC

EXOTIC MOTORCARS

EXPRESS AUTO SALES

EXTREME IMPORTS

EZ AUTO & TRUCK PLAZA II INC

FAIRLANE FORD SALES, INC.

FAIRWAY LINCOLN MERCURY INC

FAMILY MOTORS

FANELLIS AUTO

FANTASY AUTOMOTIVES

FAST TRACK AUTO SALES INC

FEDERICO PRE OWNED CENTER LLC

FERMAN CHRYSLER PLYMOUTH

FERMAN NISSAN

FERRIS CHEVROLET INC

FIAT OF SOUTH ATLANTA

FIAT OF WINTER HAVEN

FIRKINS C.P.J.S.

FIRKINS NISSAN

FIRST CHOICE AUTOMOTIVE INC

FIRST CLASS MOTORS

FIRST STOP AUTO SALES

FITZGERALD MOTORS, INC.

FIVE POINTS TOYOTA, INC.

FIVE STAR AUTO SALES OF

FIVE STAR CHEVROLET CADILLAC

DEALER NAME

FL PRICE BUSTER AUTO SALES

FLEET SERVICES REMARKETING

FLEET STREET REMARKETING

FLORENCE AUTO MART INC

FLORIDA AUTO EXCHANGE

FLORIDA CARS OF TAMPA BAY INC

FLORIDA FINE CARS INC

FLORIDA’S FINEST USED CARS LLC

FLOW CHEVROLET LLC

FLOW HONDA

FLOW MOTORS

FLOW VOLKSWAGEN OF GREENSBORO

FORD MIDWAY MALL, INC.

FORD OF PORT RICHEY

FORT MYERS TOYOTA INC.

FORT WAYNE CREDIT CONNECTION I

FORT WAYNE TOYOTA/LEXUS OF

FOXWORTHY AUTO SUPERSTORE

FRANK MYERS AUTO SALES, INC

FRANKIES AUTO SALES

FRANKLIN FAMILY CHEVY BUICK GM

FREDERICO PRE-OWNED CENTER LLC

FREEDOM FORD, INC.

FRIDAY’S AUTO SALES, INC.

FRIENDLY FINANCE AUTO SALES

FRITZ ASSOCIATES

FRONTIER MOTORS INC

FUCCILLO KIA OF CAPE CORAL

FUTURE AUTOMOTIVE LLC

G & W MOTORS INC

GADONE AUTO MALL LLC

GAINESVILLE DODGE

GAINESVILLE MITSUBISHI

GALEANA CHRYSLER PLYMOUTH

GANLEY BEDFORD IMPORTS INC

GANLEY CHEVROLET, INC

GANLEY CHRYSLER JEEP DODGE INC

GANLEY LINCOLN MERCURY

GARY SMITH FORD

GATES CHEV PONT GMC BUICK

GATEWAY PRE-OWNED

GATOR CHRYSLER-PLYMOUTH, INC.

GATORLAND KIA

GENE GORMAN & ASSOC. INC. DBA

GEN-X CORP

GEOFF ROGERS AUTOPLEX

GEORGIA AUTO BROKERS

DEALER NAME

GEORGIA CAR CENTER

GEORGIA FINE CARS LLC

GEORGIA ON WHEELS

GEORGIE’S AUTO INC

GERMAIN HONDA

GERMAIN OF SARASOTA

GERMAIN TOYOTA

GERMAIN TOYOTA

GETTEL NISSAN OF SARASOTA

GETTEL TOYOTA

GILBERT CHEVROLET COMPANY INC

GLENBROOK DODGE, INC.

GLOVER AUTO SALES

GMT AUTO SALES, INC

GOLDEN OLDIES

GOOD TO GO AUTO SALES INC

GORDON CHEVROLET-GEO

GOWEN WHOLESALE AUTO

GRAINGER NISSAN

GRANT CAR CONCEPTS

GRANT MOTORS CORP.

GREAT BRIDGE AUTO SALES

GREAT LAKES CHEVROLET BUICK

GREAT LAKES CHRYSLER DIDGE JEE

GREAT LAKES HYUNDAI, INC.

GREEN FLAG AUTO SALES

GREEN FORD, INC

GREENE FORD COMPANY

GREENLIGHT MOTORS, LLC

GREEN’S TOYOTA

GREENWAY FORD, INC

GREENWISE MOTORS

GREG COATS CARS AND TRUCKS

GREG SWEET CHEVY BUICK OLDS

GREG SWEET FORD INC

GRIFFIN FORD SALES, INC.

GRIFFIN MOTOR CO, INC

GROGANS TOWNE CHRYSLER

GROVER & SONS MOTOR SALES LLC

GTR MOTORS

GUARANTEE AUTOMAXX CORPORATION

GULF ATLANTIC WHOLESALE INC

GULF COAST AUTO BROKERS, INC.

GULF MOTORS OF FT. MEYERS

GWINNETT MOTOR COMPANY

GWINNETT PLACE NISSAN

H & H AUTO SALES

DEALER NAME

HAASZ AUTO MALL, LLC

HAIMS MOTORS INC

HAIMS MOTORS INC

HALEY TOYOTA CERTIFIED

HALLECK AUTO SALES

HAMILTON CHEVROLET INC

HAMMCO INC

HANSELMAN AUTO SALES INC.

HAPPY AUTO MART

HAPPY CARS INC

HARBOR CITY AUTO SALES, INC.

HARDIE’S USED CARS, LLC

HARDY CHEVROLET

HAROLD ZEIGLER CHRYSLER DODGE

HARPER AUTO SALE, LLC

HATCHER’S AUTO SALES

HAWLEY MOTOR SALES, INC

HEAD START AUTOMOTIVE

HEADQUARTER HONDA

HEATH MOTORSPORTS

HEATH’S EXOTIC CARS AND

HELLER CAR COMPANY, INC

HENDRICK CHEVROLET LLC

HENDRICK HONDA

HENDRICK HONDA

HENDRICK HYUNDAI NORTH

HENDRICKSCARS.COM

HENNESSY MAZDA PONTIAC

HERITAGE CADILLAC-OLDS, INC.

HERRNSTEIN CHRYSLER INC

HIBDON MOTOR SALES

HIGHLINE AUTOSPORTS

HIGHLINE IMPORTS, INC.

HILL NISSAN INC

HILTON HEAD MITSUBISHI

HOGSTEN AUTO WHOLESALE

HOLLYWOOD CHRYSLER PLYMOUTH

HOLLYWOOD IMPORTS

HOLLYWOOD MOTOR CO #3

HOMETOWN AUTO MART, INC

HONDA CARS OF BRADENTON

HONDA CARS OF ROCK HILL

HONDA MALL OF GEORGIA

HONDA MARYSVILLE

HONDA OF CONYERS

HONDA OF FRONTENAC

HONDA OF GAINESVILLE

DEALER NAME

HONDA OF MENTOR

HONDA OF OCALA

HONDA OF THE AVENUES

HONEYCUTT’S AUTO SALES, INC.

HOOSIER TOM, INC.

HOOVER AUTOMOTIVE LLC

HOOVER CHRYSLER PLYMOUTH DODGE

HOOVER MITSUBISHI CHARLESTON

HOOVER TOYOTA, LLC

HOPKINS PONTIAC-OLDS-GMC TRUCK

HORACE G ILDERTON

HOTT WHEELZ AUTO SALES LLC

HUBLER AUTO PLAZA

HUBLER CHEVROLET CENTER INC.

HUBLER CHEVROLET INC

HUBLER FINANCE CENTER

HUBLER NISSAN, INC.

HUDSON AUTO SALES

HUDSON NISSAN

HUGH WHITE HONDA

HUNTER AUTO

HUSTON MOTORS INC.

HWY 150 BUYERS WAY, INC.

HYUNDAI OF BRADENTON

HYUNDIA OF GREER

I 95 TOYOTA & SCION

IAUTO INC

IDEAL MOTORS INC

IDEAL USED CARS INC

IJN AUTOMOTIVE GROUP

IMAGE CARS INC.

IMAGINE CARS

IMPERIAL MOTORS

IMPERIAL SALES & LEASING INC

IMPORT’S LTD

INDIAN RIVER LEASING CO

INDOOR AUTO SALES, INC.

INDY MOTORSPORTS

INDY’S UNLIMITED MOTORS

INFINITI OF BEDFORD

INTEGRITY AUTO CENTER INC

INTEGRITY AUTO SALES, INC.

INTEGRITY AUTOMOTIVE

INTEGRITY AUTOMOTIVE GROUP

INTERNATIONAL AUTO LIQUIDATORS

INTERNATIONAL AUTO OUTLET

INTERNATIONAL MOTOR CARS SVC

DEALER NAME

ISAACS PRE-OWNED AUTOS LLC

J & C AUTO SALES

J & J S ORANGE BLOSSOM TRL

J & M AFFORDABLE AUTO, INC.

J & M MOTORS LLC

J&K USED CARS

J. FRANLKIN AUTO SALES INC

JACK DEMMER FORD, INC.

JACK MAXTON CHEVROLET INC

JACK MAXTON CHEVROLET, INC

JACK MAXTON USED CARS

JACKIE MURPHY’S USED CARS

JACKSONVILLE AUTO LINK INC

JACOBY MOTORS INC

JADES AUTO SALE INC

JAKE ALEXANDER AUTO SALES

JAKE SWEENEY CHEVROLET, INC

JAKE SWEENEY MAZDA WEST

JAKE SWEENEY SMARTMART INC

JAKMAX

JAMESTOWN AUTO SALES INC

JARRARD PRE-OWNED VEHICLES

JARRETT FORD OF PLANT CITY

JARRETT GORDON FORD INC

JAX AUTO WHOLESALE, INC.

JAY HONDA

JAZCARS, INC.

JB’S AUTO SALES OF PASCO, INC.

JC AUTOMAX

JC LEWIS FORD, LLC

JCN INC AUTO SALES

JDF AUTO

JEFF SCHMITT AUTO GROUP

JEFF WYLEF CHEVROLET OF

JEFF WYLER CHEVROLET, INC

JEFF WYLER SPRINGFIELD, INC

JEFFREYS AUTO EXCHANGE

JENKINS ACURA

JENKINS HYUNDAI

JENKINS HYUNDAI OF LEESBURG

JENKINS MAZDA

JENKINS NISSAN, INC.

JENNINGS AUTO CENTER

JENTECH AUTOMOTIVE LLC

JEREMY FRANKLINS SUZUKI OF KAN

JERRY HAGGERTY CHEVROLET INC

JERRY WILSON’S MOTOR CARS

DEALER NAME

JERRYS CHEVROLET

JIDD MOTORS INC

JIM BURKE NISSAN

JIM COGDILL DODGE CO

JIM ORR AUTO SALES

JIM SKINNER FORD INC

JIM WHITE HONDA

JIM WOODS AUTOMOTIVE, INC.

JIMMIE VICKERS INC.

JIMMY BROCKMAN USED CARS

JK AUTOMOTIVE GROUP LLC

JKB AUTO SALES

JOE KIDD AUTOMOTIVE INC

JOHN BLEAKLEY FORD

JOHN HEISTER CHEVROLET

JOHN HIESTER CHEVROLET

JOHN HINDERER HONDA

JOHN JENKINS, INC.

JOHN JONES CHEVY PONTIAC OLDS

JOHN JONES CHRYSLER DODGE JEEP

JOHN KOOL LINCOLN MERCURY INC

JOHNNYS MOTOR CARS LLC

JOHNSON AUTOPLEX

JOHNSON’S AUTO INC

JOMAX AUTO SALES

JORDAN AUTO SALES

JOSEPH MOTORS

JOSEPH TOYOTA INC.

JT AUTO INC.

JULIANS AUTO SHOWCASE, INC.

JUST-IN-TIME AUTO SALES INC

K & M SUZUKI

K T AUTO SALES LLC

KACHAR’S USED CARS, INC.

KALER LEASING SERVICES INC

KAR CONNECTION

KARGAR, INC.

KARL FLAMMER FORD

KCK AUTO SALES

KEFFER HYUNDAI

KEFFER PRE-OWNED SOUTH

KEITH HAWTHORNE FORD OF

KEITH HAWTHORNE HYUNDAI

KEITH HAWTHORNE HYUNDAI, LLC

KEITH HAWTORNE FORD

KEITH PIERSON TOYOTA

KELLEY BUICK GMC INC

DEALER NAME

KELLY & KELLY INVESTMENT CO IN

KENDALL TOYOTA

KENNYS AUTO SALES, INC

KEN’S AUTOS

KENS KARS

KEVINS CAR SALES

KEY CHRYLSER PLYMOUTH INC

KIA AUTO SPORT

KIA OF CONYERS

KIA OF GASTONIA

KIA TOWN CENTER

KING AUTOMOTIVE, LLC

KINGDOM MOTOR CARS

KINGS CHRYLSER JEEP DODGE

KING’S COLONIAL FORD

KINGS FORD, INC

KINGS HONDA

KING’S NISSAN

KISSELBACK FORD

KLASSIC CARS LLC

KLM MOTORS

KNAPP MOTORS

KNE MOTORS, INC.

KNOX BUDGET CAR SALES & RENTAL

KOE-MAK CORP

KOOL KARS INC

KOOL KARS INC

KUHN HONDA VOLKSWAGON

KUHN MORGAN TOYOTA SCION

KUNES COUNTY FORD OF ANTIOCH

LA AUTO STAR, INC.

LAFONTAINE AUTO GROUP

LAGRANGE MOTORS

LAKE HARTWELL HYUNDAI

LAKE NISSAN SALES, INC.

LAKE NORMAN MOTORS LLC

LAKE VIEW MOTORS INC

LAKELAND CAR COMPANY LLC

LAKELAND CHRYSLER DODGE

LAKELAND NEW CAR ALTERNATIVE

LAKELAND TOYOTA INC.

LAKESIDE AUTO SALES, INC.

LAKEVIEW FORD LINCOLN MERCURY

LALLY ORANGE BUICK PONTIAC GMC

LANCASTER AUTOMOTIVE

LANCASTERS AUTO SALES, INC.

LANDERS MCLARTY CHEVROLET

DEALER NAME

LANDERS MCLARTY SUBARU

LANDMARK CDJ OF MONROE, LLC

LANDMARK MOTOR COMPANY

LANE 1 MOTORS

LANG CHEVROLET COMPANY

LANGDALE HONDA KIA OF

LASH AUTO SALES, INC.

LATIN MOTORS INTERNATIONAL LLC

LAUGHLINS FAMILY AUTO

LEBANON FORD LINCOLN

LEE A. FOLGERS, INC.

LEE FAMILY MOTORS INC

LEE’S AUTO SALES, INC

LEGACY TOYOTA

LEGRANGE TOYOTA INC

LGE CORP

LIBERTY AUTO CITY INC

LIBERTY FORD LINCOLN MERC INC

LIBERTY FORD SOUTHWEST, INC

LIBERTY MOTORS LLC

LIBERTY PONTIAC GMC TRUCK, INC

LIGHTHOUSE AUTO SALES

LIGHTNING MOTORS LLC

LIPTON TOYOTA

LITTLE RIVER TRADING CO OF

LMN AUTO INC

LOCKHART HUMMER, INC.

LOGANVILLE FORD

LOKEY MOTOR CO.

LONDON MOTOR SPORTS

LONGSTREET AUTO

LOR MOTORCARS

LOU BACHRODT CHEVROLET

LOU LARICHE CHEVROLET INC

LOU SOBH PONTIAC/BUICK/GMC

LOUDON MOTORS, INC

LOVE HONDA

LOWCOUNTRY AUTO SALES OF WEST

LOWERY BROS. OVERSTOCK LLC

LOWEST PRICE TRANSPORTATION

LUXURY AUTO DEPOT

LUXURY CARS & FINANCIAL, INC.

LUXURY IMPORTS AUTO SALES

LUXURY MOTORS LLC

M & L MOTOR COMPANY, INC.

M & M AUTO GROUP INC

M & M AUTO SUPER STORE

DEALER NAME

M & M MOTORS INC

M.D.V. INTERNATIONAL AUTO CORP

MACATAWA AUTO & FINANCE CO

MACHADO AUTO SELL LLC

MACKENNEY AUTO SALES

MAGIC IMPORTS OF

MAHER CHEVROLET INC

MAIN STREET MOTORCARS

MANASSAS AUTO TRUCK & TRACTOR

MARCH MOTORS INC.

MARIETTA AUTO MALL CENTER

MARIETTA AUTO MART

MARIETTA LUXURY MOTORS

MAROONE CHEVROLET

MARSHALL FORD

MARSHALL MOTORS OF FLORENCE

MASTER CAR INTERNATIONAL, INC

MASTER CARS

MASTERS AUTO SALES LLC

MATHEWS BUDGET AUTO CENTER

MATHEWS FORD INC.

MATHEWS FORD OREGON, INC

MATIA MOTORS, INC

MATTERN AUTOMOTIVE,INC

MATTHEWS MOTOR COMPANY

MATTHEWS MOTORS INC.

MATTHEWS-HARGREAVES CHEVROLET

MAXIE PRICE CHEVROLETS OLDS,

MAXIMA AUTO INC

MAXIMUM DEALS, INC.

MAXKARS MOTORS

MAYSVILLE AUTO SALES

MAZDA OF SOUTH CHARLOTTE

MAZDA WESTSIDE

MCCLUSKY AUTOMOTIVE LLC

MCGAFFS AUTO SALES

MCGHEE AUTO SALES INC.

MCJ AUTO SALES OF CENTRAL FLOR

MCKENNEY DODGE LLC

MCPHAILS AUTO SALES

MD AUTO SALES LLC

MEADE BROTHERS AUTO LLC

MECHANICSVILLE HONDA

MECHANICSVILLE TOYOTA

MEDINA AUTO BROKERS

MEDLIN MOTORS, INC.

MEEKS AUTO HAUS INC

DEALER NAME

MEGA AUTO CENTER VA

MELBORNE AUTO ADVANTAGE LLC

MEMBERS SALES AND LEASING INC

MENTOR IMPORTS,INC.

MENTOR NISSAN

MEROLLIS CHEVROLET SALES

METRO HONDA

METRO USED CARS

METROLINA AUTO SALES INC

MIAMI CARS INTERNATIONAL INC

MICHAEL’S AUTO

MICHAEL’S IMPORTS

MID AMERICA AUTO EXCHANGE INC

MID RIVERS MOTORS

MID SOUTH INTERNET BROKERING &

MIDDLETOWN FORD, INC

MIDFIELD MOTOR COMPANY, INC.

MID-LAKE MOTORS, INC.

MIDSTATE MOTORS

MID-TOWN MOTORS LLC

MIDWAY AUTO GROUP

MIDWEST AUTO GROUP LLC

MIDWEST AUTO MART LLC

MIDWEST AUTO STORE LLC

MIDWEST MOTORS & TIRES

MIDWESTERN AUTO SALES, INC.

MIG CHRYSLER DODGE JEEP RAM

MIKE BASS FORD

MIKE CASTRUCCI CHEVY OLDS

MIKE CASTRUCCI FORD OF ALEX

MIKE CASTRUCCI FORD SALES

MIKE ERDMAN TOYOTA

MIKE PRUITT HONDA, INC

MIKE REED CHEVROLET INC

MIKE THOMAS AUTO SALES

MIKE’S AUTO FINANCE

MILNER O’QUINN FORD SALES INC

MILTON MARTIN HONDA

MINIVAN SOURCE, INC.

MIRACLE CHRYSLER DODGE JEEP

MIRACLE MOTOR MART EAST

MITCHELL COUNTY FORD LLC

MODERN CORP

MONTGOMERY AUTO MART INC

MONTGOMERY CHEVROLET

MONTGOMERY MOTORS

MONTROSE FORD LINCOLN/MERCURY

DEALER NAME

MOODY MOTORS

MOORE NISSAN

MORGAN COUNTY AUTO & FIANCE

MORONI AUTO SALES INC

MORRIS AUTO SALES INC

MOTOR CARS HONDA

MOTOR KING INC

MOTOR WORLD INC

MOTORCARS

MOTORCARS TOYOTA

MOTORHOUSE INC

MOTORMAX OF GRAND RAPIDS

MR CAR LLC

MTS AUTO MALL, INC.

MULLINAX FORD EAST, INC

MULLINAX FORD OF PALM BEACH

MURFREESBORO AUTO OUTLET, INC

MURRAY’S USED CARS

MUSIC CITY WHOLESALE LLC

MV AUTO SALES

MY CAR LLC

MYLENBUSCH AUTO SOURCE LLC

NALLEY HONDA

NAPLETON’S HYUNDAI

NAPLETONS NISSAN/NAPLETONS

NAPLETON’S NORTH PALM AUTO PK

NAPLETON’S RIVER OAKS CHRYSLER

NASH CHEVROLET COMPANY

NATIONAL CAR MART, INC

NATIONAL MOTORS, INC.

NATIONAL ROAD AUTOMOTIVE LLC

NEIL HUFFMAN NISSAN

NEIL HUFFMAN VW

NELSON AUTO SALES

NELSON MAZDA RIVERGATE

NEW CARLISLE CHRYSLER JEEP

NEWTON’S AUTO SALES, INC.

NEX 2 NU-AUTO SALES INC

NEXT GENERATION MOTORS, INC.

NEXT RIDE AUTO SALES INC

NICE CAR OF FORGOTTEN COAST

NICHOLS DODGE, INC.

NICKS AUTO MART

NIMNICHT PONTIAC

NISSAN OF GALLATIN

NOLAND ROAD AUTO CREDIT

NORTH ATLANTA AUTO SUPERSTORE

DEALER NAME

NORTH ATLANTA MOTORS LLC

NORTH BROTHERS FORD, INC

NORTH IRVING MOTORS INC

NORTH POINT MOTORS, LLC

NORTH TAMPA CHRYSLER JEEP DODG

NORTHERN KENTUCKY AUTO SALES

NORTHGATE AUTO SALES

NORTHWOOD AUTO SALES LLC

NOURSE CHILLICOTHE

NUMBER ONE IN RADIO ALARMS INC

O C WELCH FORD LINCOLN MERCURY

OAKES AUTO INC

OBX CHEVROLET BUICK

OCEAN AUTO BROKERS

OCEAN HONDA

O’CONNOR AUTOMOTIVE, INC

O’DANIEL MOTOR SALES, INC.

OHIO AUTO CREDIT

OHIO AUTO SALES

OKOLONA MOTOR SALES

OLATHE QUALITY AUTO SALES

OLE BEN FRANKLIN MOTORS

OLE BEN FRANKLIN MOTORS

OLIVER C. JOSEPH, INC.

OLYMPIC MOTOR CO LLC

ON THE ROAD AGAIN, INC.

ONE SOURCE AUTOMOTIVE SOLUTION

ORLANDO AUTOMOTIVE GROUP LLC

ORLANDO AUTOS

ORLANDO HYUNDAI

OSCAR MOTORS CORPORATION

OVERFLOW MOTORS LLC

OVERLAND PARK MAZDA

OXMOOR FORD LINCOLN MERCURY

PALM AUTOMOTIVE GROUP

PALM BAY MOTORS

PALM BEACH AUTO DIRECT

PALM BEACH TOYOTA

PALM CHEVROLET OF GAINESVILLE

PALMETTO 57 NISSAN

PALMETTO FORD

PALMETTO WHOLESALE MOTORS

PAPPADAKIS CHRYSLER DODGE JEEP

PAQUET AUTO SALES

PARAMOUNT AUTO

PARK AUTO MALL, INC

PARK MAZDA OF WOOSTER

DEALER NAME

PARKS AUTOMOTIVE, INC

PARKS CHEVROLET - GEO

PARKS CHEVROLET, INC

PARKWAY FORD, INC.

PARKWAY MOTORS INC

PATRICK O’BRIEN JR, CHEV. INC.

PATRIOT CHEVROLET

PAUL MILLER FORD, INC.

PCT ENTERPRISES OF FLORIDA LLC

PEACH MOTORS LLC

PEDIGO’S HEARTLAND CROSSING

PEGGY’S AUTO SALES

PELHAM’S AUTO SALES

PENINSULAR AUTO INC

PENSACOLA AUTO BROKERS, INC

PERFORMANCE CHEVROLET SUBARU

PERFORMANCE CHRYSLER JEEP DODG

PERFORMANCE GMC OF

PERFORMANCE HONDA

PETE FRANKLIN’S WHOLESALE

PETE MOORE CHEVROLET, INC

PHILLIPS BUICK PONTIAC GMC INC

PHILLIPS CHRYSLER-JEEP, INC

PILES CHEV-OLDS-PONT-BUICK

PINE ISLAND AUTO SALES

PINEVILLE IMPORTS

PINNACLE AUTO SALES

PLAINFIELD AUTO SALES, INC.

PLAINFIELD FAMILY AUTO & REPAI

PLATTNER’S

PLAZA LINCOLN MERCURY

PLAZA PONTIAC BUICK GMC INC

POGUE CHEVROLET INC

POMPANO HONDA

POMPANO NISSAN LLC

PORT ORANGE SALES LLC

POWER PONTIAC GMC OLDSMOBILE

PRECISION MOTOR CARS

PREFERRED AUTO

PREMIER AUTO BROKERS, INC.

PREMIER AUTO EXCHANGE

PREMIER AUTOWORKS SALES &

PREMIER MOTORCAR GALLERY

PREMIER MOTORS LLC

PREMIER ONE MOTOR CARS INC

PREMIERE CHEVROLET, INC.

PREMIUM MOTORS LLC

DEALER NAME

PRESSLEY AUTO SALES LLC

PRESTIGE MOTORS

PRESTIGE MOTORS OF VIERA

PRESTON AUTO OUTLET

PRICE RIGHT STERLING HEIGHTS

PRICELESS AUTO SALES

PRIDE AUTO SALES

PRIME MOTORS INC

PRIME MOTORS, INC.

PRO MOTION CO INC

PROCAR

PROFESSIONAL AUTO SALES

PROVIDENCE AUTO GROUP LLC

QUALITY DISCOUNT MOTORS

QUALITY IMPORTS

QUALITY IMPORTS, INC

QUALITY MOTORS

R & W AUTOMOTIVE SALES, INC.

R.K. CHEVROLET

RACEWAY AUTO GROUP

RADER CAR CO INC

RAF AUTO SALES

RANDY MARION CHEVROLET PONTIAC

RANDY WISE CHEVROLET BUICK

RANKL & RIES MOTORCARS, INC

RAY CHEVROLET

RAY SKILLMAN CHEVROLET

RAY SKILLMAN EASTSIDE

RAY SKILLMAN FORD INC.

RAY SKILLMAN HOOSIER FORD INC

RAY SKILLMAN NORTHEAST BUICK G

RAY SKILLMAN NORTHEAST MAZDA

RAY SKILLMAN WESTSIDE

RAYMOND CHEVROLET KIA

RAYTOWN AUTOMALL

RE BARBER FORD INC

READY CARS INC

RED HOAGLAND HYUNDAI, INC.

RED HOLMAN BUICK PONTIAC GMC

REDMOND AUTOMOTIVE

REDSKIN AUTO SALES INC

REGAL PONTIAC, INC.

REIDSVILLE NISSAN INC

RELIABLE RIDES LLC

RICART FORD USED

RICE AUTO SALES

RICHARD HUGES AUTO SALES

DEALER NAME

RICHBURG AUTOMOTIVE LLC

RICK CASE ATLANTA

RICK CASE HYUNDAI

RICK CASE MOTORS, INC.

RICK DAVENPORT AUTO SALES, INC

RICK HENDRICK DODGE CHRYSLER J

RIDE N DRIVE

RIDE TIME AUTO SALES LLC

RIDE TIME, INC.

RIDES 4 U

RIGHTWAY AUTOMOTIVE CREDIT

RIGHTWAY AUTOMOTIVE CREDIT

RIOS MOTORS

RIVERCHASE KIA

RIVERGATE TOYOTA

RIVERSIDE MOTORS, INC

RML HUNTSVILLE AL AUTOMOTIVE

ROBERT LEE AUTO SALES INC

ROCK BOTTOM AUTO SALES, INC.

ROCK SOLID AUTOMOTIVE INC

ROCKENBACH CHEVROLET SALES INC

ROD HATFIELD CHEVROLET, LLC

ROD HATFIELD CHRYSLER DGE JEEP

ROGER DEAN CHEVROLET

ROGER WILSON MOTORS INC

ROSE CITY MOTORS

ROSE CITY MOTORS

ROSEN MAZDA

ROSEN NISSAN

ROSEVILLE CHRYSLER JEEP

ROSS’S AUTO SALES

ROUSH HONDA

ROUTE 4 AUTO STORE

ROY O’BRIEN, INC

RP AUTOMOTIVE LLC

RPM AUTO SALES

RPT SALES & LEASING LLC

RUSSELL AUTO SALES

RYAN’S AUTO SALES

S & B AUTO BROKERS LLC

SALTON MOTOR CARS INC

SAM PIERCE CHEVROLET

SANSING CHEVROLET, INC

SARASOTA FORD

SAULS MOTOR COMPANY, INC.

SAVANNAH AUTO

SAVANNAH AUTOMOTIVE GROUP

DEALER NAME

SAVANNAH MOTORS

SAVANNAH SPORTS AND IMPORTS

SAVANNAH TOYOTA & SCION

SC AUTO SALES

SCARRITT MOTORS INC

SCHAELL MOTORS

SCOGGINS CHEVROLET OLDS BUICK

SCOTT EVANS NISSAN

SECOND CHANCE MOTORS

SELECT AUTO CENTER

SELECT MOTORS OF TAMPA INC.

SERPENTINI CHEVROLET OF

SERRA AUTOMOTIVE

SERRA VISSER NISSAN INC

SHAFER PREFERRED MOTORS INC

SHAMBURG AUTO SALES

SHAN AUTO SALES

SHARP CARS OF INDY

SHAWNEE MOTORS GROUP

SHEEHAN PONTIAC

SHEEHY FORD INC

SHERDAN ENTERPRISES LLC

SHERIDAN AUTO SALES

SHOALS UNIVERSITY KIA

SHOOK AUTO INC

SHOW ME AUTO MALL INC

SHUTT ENTERPRISES INC

SIGN & DRIVE AUTO SALES LLC

SIGNATURE FORD LINCOLN MERCURY

SIGNATURE MOTORS USA LLC

SIMMONS NISSAN

SIMON & DAVID AUTO SALES LLC

SIMPLE AUTO IMPORTS

SINA AUTO SALES, INC.

SKY AUTOMOTIVE GROUP CORP

SKYLINE MOTORS FO RALEIGH INC

SMITH FIELD AUTO CENTER LLC

SMITH MOTORS LLC

SMITH STOKES CHEV CAD BUICK

SMITHS AUTO SALES

SOLAR AUTO SALES INC

SOLID AUTOS LLC

SOURCE AUTOMOTIVE

SOUTH 71 AUTO SALES

SOUTH I-75 CHRYSLER DODGE JEEP

SOUTH MOTORS HONDA

SOUTH OAK DODGE INC

DEALER NAME

SOUTHEAST JEEP EAGLE

SOUTHERN AUTOMOTIVE ENTERPRISE

SOUTHERN MOTOR COMPANY

SOUTHERN STATES NISSAN, INC.

SOUTHERN TRUST AUTO SALES

SOUTHFIELD JEEP-EAGLE, INC.

SOUTHGATE FORD

SOUTHPORT MOTORS

SOUTHSIDE AUTO SALES

SPACE & ROCKET AUTO SALES

SPIRIT CHEVROLET-BUICK INC.

SPIRIT FORD INC

SPITZER DODGE

SPITZER DODGE

SPITZER MOTOR CITY

SPORTS AND IMPORTS, INC.

SPORTS CENTER IMPORTS INC

ST LOUIS AUTO BROKERS

ST LOUIS CARS & CREDIT INC

STAF ORTON AUTOMOTIVE INC

STANFIELD AUTO SALES

STAN’S CAR SALES

STAR AUTO SALES

STAR FIRST 1 FINANCIAL

STAR MOTORS

STARK AUTO GROUP

STARK AUTO SALES

STARLING CHEVROLET

STARRS CARS AND TRUCKS, INC

STATE AUT GROUP LLC

STEARNS MOTORS OF NAPLES

STEELE AUTO SALES LLC

STEPHEN A FINN AUTO BROKER

STEVE AUSTINS AUTO GROUP INC

STEVE RAYMAN CHEVROLET, LLC

STEVE’S AUTO MALL INC

STEWART AUTO GROUP OF

STEWART MOTORS

STL AUTO BROKERS

STOKES BROWN TOYOTA SCION

STOKES HONDA CARS OF BEAUFORT

STOKES KIA

STOKES USED CAR CENTER

STONE MOUNTAIN NISSAN

STONECREST TOYOTA

SUBARU CONCORD

SUBARU OF DAYTON

DEALER NAME

SUBARU OF KENNESAW LLC

SUBARU OF MCDONOUGH, LLC

SUBARU OF PEMBROKE PINES

SUBURBAN AUTO SALES

SUBURBAN CHRYSLER JEEP DODGE

SUBURBAN FORD OF STERLING

SUMMIT WEST AUTO GROUP LLC

SUN HONDA

SUN TOYOTA

SUNBELT’S FORD TWON OF ALBANY

SUNCOAST CHRYSLER PLYMOUTH

SUNNYSIDE TOYOTA

SUNRISE AUTOMOTIVE

SUNSET MOTORS

SUNSHINE AUTO BROKERS INC

SUPERIOR ACURA

SUPERIOR AUTO SALES

SUPERIOR CHEVROLET

SUPERIOR MOTORS

SUPERIOR MOTORS NORTH

SUPERIOR PONTIAC BUICK GMC,INC

SUPERSTORE BUYHERE PAYHERE LLC

SUPREME MOTORS OF NASHVILLE

SUTHERLIN NISSAN MALL OF GA.

SUTHERLIN NISSAN OF FT. MYERS

SUZUKI OF NASHVILLE

SWEENEY BUICK PONTIAC GMC

SYMBOLIC MOTORSPORTS

TALLAHASSEE DODGE-CHRYSLER

TAMERON AUTOMOTIVE EASTERN

TAMERON AUTOMOTIVE GROUP

TAMIAMI FORD, INC.

TAMPA HONDALAND

TAMPA TRUCK DEPOT

TARGET AUTOMOTIVE

TAYLOR AUTO SALES

TAYLOR AUTO SALES INC.

TAYLOR FORD, INC.

TAYLOR MORGAN INC

TAYLOR’S AUTO SALES

TDR AUTO PLAZA LLC

TEAM AUTOMOTIVE

TEAM CHEVROLET OLDSMOBILE

TEAM NISSAN OF MARIETTA

TED CIANOS USED CAR CENTER

TED RUSSELL KIA

TED’S AUTO SALES, INC.

DEALER NAME

TELEGRAPH CHRYSLER JEEP, INC.

TENA AUTOMOTIVE LLC

TENNESSEE AUTO SALES

TENNYSON CHEVROLET, INC.

TERRY LABONTE CHEVROLET

TERRY LEE HONDA

TERRY REID KIA

THE 3445 CAR STORE, INC.

THE AUTO GROUP LLC

THE AUTO PARK INC

THE AUTO STORE

THE AUTO STORE

THE AUTO STORE

THE CAR CABANA OF

THE CAR COMPANY SUZUKI

THE CAR CONNECTION, INC.

THE CAR SHACK

THE CAR SHOPPE LLC

THE CAR STORE INC.

THE LUXURY AUTOHAUS INC.

THOMPSON CADILLAC

THORNTON CHEVROLET, INC

THORNTON ROAD HYUNDAI

THOROUGHBRED FORD INC

THRIFTY CAR SALES

THRIFTY OF GRAND RAPIDS

THURSTON FLEET SALES

TIFFIN FORD LINCOLN MERCURY

TILLMAN AUTO LLC

TIM TAYLOR AUTO SALES

TINKER BOYD USED CARS

TITAN AUTO SALES

TNT CHRYSLER DODGE JEEP

TNT USED AUTO SALES, INC.

TOM EDWARDS, INC

TOM GILL CHEVROLET

TOM HOLZER FORD

TOM KELLEY BUICK GMC PONTIAC

TOM STENHOUWER AUTO SALES INC

TOM TEPE AUTOCENTER INC

TOM WOOD FORD

TOM WOOD NISSAN, INC.

TOMLINSON MOTOR COMPANY OF

TONY BETTEN & SONS FORD

TONY ON WHEELS, INC.

TOP CHOICE AUTO

TOTAL CYCLE CARE INC

DEALER NAME

TOWN & COUNTRY AUTO & TRUCK

TOWN & COUNTRY FORD, INC.

TOWN & COUNTRY FORD, INC.

TOWN & COUNTRY SELECT

TOWN CENTER NISSAN

TOWN SQUARE MOTORS

TOWNE EAST AUTO

TOYOTA OF CINCINNATI CO, INC.

TOYOTA OF GOLDSBORO

TOYOTA OF HOLLYWOOD

TOYOTA OF LOUISVILLE, INC.

TOYOTA OF MCDONOUGH

TOYOTA OF ORLANDO

TOYOTA OF WARSAW

TOYOTA OF WINTER HAVEN

TOYOTA SCION NORTH CHARLESTON

TOYOTA WEST/SCION WEST

TRAMWAY MOTOR CARS

TRI-CITY AUTO MART

TRI-COUNTY CHRYSLER PRODUCTS

TRI-COUNTY MOTORS

TRINITY AUTOMOTIVE

TRIPLE M AUTO CONSULTANTS

TROPICAL AUTO SALES

TROY FORD INC

TRUCK TOWN INC

TRYON AUTO MALL

U.S. AUTO GROUP, INC.

U-DRIVE AUTO LLC

ULTIMATE AUTO SALES

UNIQUE AUTO SALES

UNIQUE AUTOMOTIVES, LLC

UNITED AUTO SALES

UNITED SALES AND LEASING, INC

UNITED VEHICLE SALES

UNIVERSITY HYUNDAI OF DECATUR

UNIVERSITY NISSAN

UNLIMITED AUTOMOTIVE

US 1 CHRYSLER DODGE JEEP

US AUTO MART INC

US MOTORS

USA AUTO & LENDING INC

USA MOTORCARS

USED AUTOS FOR EVERYONE

USED CAR FACTORY INC

USED CAR SUPERMARKET

V & L AUTO SALES

DEALER NAME

VA CARS INC

VADEN NISSAN, INC.

VADEN VOLKSWAGEN

VAL WARD CADILLAC, INC.

VALDOSTA TOYOTA

VANGUARD AUTO CENTER INC

VANN YORK PONTIAC BUICK GMC

VANN YORK PONTIAC, INC.

VANN YORK TOYOTA, INC

VANS AUTO SALES

VARSITY LINCOLN MERCURY

VELOCITY MOTORS INC

VETERANS FORD

VIC BAILEY HONDA, INC.

VICTORIA MOTORS, LLC

VICTORY AUTO EXPRESS INC

VICTORY CHEVROLET LLC

VICTORY HONDA OF MONROE

VIDALIA FORD LINCOLN MERCURY

VILLAGE AUTO OUTLET INC

VILLAGE AUTOMOTIVE

VINCE WHIBBS PONTIAC-GMC

VININGS ENTERPRISES INC

VIP AUTO ENTERPRISES INC

VIP AUTO GROUP, INC.

VIZION AUTO

VOGUE MOTOR CO INC

WADE FORD INC

WALDORF FORD, INC.

WALKER FORD CO., INC.

WALSH AUTO BODY, INC

WALT SWEENEY FORD, INC

WALTERS AUTO SALES AND RENTALS

WARREN TOYOTA

WARSAW BUICK GMC

WASHINGTON BLVD MOTORS

WAYLAND MOTOR SALES

WAYNE AKERS FORD INC.

WAYNE THOMAS CHEVROLET, INC.

WAYNESVILLE AUTO MART

WEINLE AUTO SALES

WEST BROAD HONDA

WEST BROAD HYUNDAI

WEST CLAY MOTOR COMPANY LLC

WEST COAST CAR & TRUCK SALES

WEST END AUTO SALES & SERVICE

WEST MOBILE AUTOMOTIVE

DEALER NAME

WEST SIDE TOYOTA

WESTSIDE MOTOR CO

WESTVIEW MOTORS, INC.

WHEELS & DEALS AUTO SALES

WHEELS & DEALS AUTO SALES OF

WHEELS FOR SALE BY OWNER &

WHEELS MOTOR SALES

WHITEWATER MOTOR COMPANY INC

WHOLESALE AUTO BROKERS, INC.

WHOLESALE DIRECT

WHOLESALE, INC

WILLETT HONDA SOUTH

WILLIAMSBURG CHRY JEEP

WILLS MOTOR SALES

WILLY HEROLD SUBARU

WILMINGTON AUTO CENTER

WILSON MOTORS WHOLESALE, INC

WINTER PARK AUTO EXCHANGE INC

WOODY SANDER FORD, INC.

WORLD AUTO

WORLD AUTO, INC.

WORLD CLASS MOTORS

WORLD FORD STONE MOUNTAIN

WORLEY AUTO SALES

WOW CAR COMPANY

WRIGHT’S AUTO SALES

XL1 MOTORSPORTS, INC

X-TREME AUTO SALES INC

YADKIN ROAD AUTO MART

YARK AUTOMOTIVE GROUP, INC

YERTON LEASING & AUTO SALES

YOUR DEAL AUTOMOTIVE

YOUR KAR CO INC

Z BEST CARS

Z IMPORTS SALES & SERVICE INC

ZAPPIA MOTORS

ZEIGLER CHRYSLER DODGE JEEP

EX-10.10

EXHIBIT 10.10

NICHOLAS FINANCIAL, INC.

EQUITY INCENTIVE PLAN

STOCK OPTION AWARD

[Name]

[Address]

Dear                             :

You have been granted an option (the “Option”) to purchase shares of common stock of Nicholas Financial, Inc. (the “Company”) under the Nicholas Financial, Inc. Equity Incentive Plan (the “Plan”) with the following terms and conditions:

Grant Date:	, 20
Type of Option:	[Nonqualified or Incentive Stock Option]
Number of Option Shares:
Exercise Price per Share:	U.S. $
Termination Date:	Earlier to occur of: •        Close of business at the Company headquarters on the fifth (5th) anniversary of the Grant Date, and •        Thirty (30) days after your termination of employment or service. Your entire Option (whether vested or nonvested) is terminated immediately if your employment or service is terminated for Cause. In addition, if you have submitted a notice of exercise that has not yet been processed and you are terminated for Cause, your notice of exercise will be rescinded and your exercise price will be returned to you.
Vesting:	percent (    %) of your Option will vest on each of the first          anniversaries of the Grant Date. If your employment or service terminates prior to the date your Options are fully vested as a result of death, Disability or Retirement, your Option will become fully vested on the date of such termination.

	Upon any other termination of employment from, or cessation of services to, the Company and its Affiliates, the unvested portion of your Option will terminate.
Manner of Exercise:	You may exercise this Option only to the extent vested and only if the Option has not terminated. To exercise this Option, you must complete the “Notice of Stock Option Exercise” form provided by the Company and return it to the address indicated on the form. The form will be effective when it is received by the Company. If someone else wants to exercise this Option after your death, that person must contact the Company and prove to the Company’s satisfaction that he or she is entitled to do so. Your ability to exercise the Option may be restricted by the Company if required by applicable law.
Restrictions on Resale:	By accepting this Option, you agree not to sell any Shares acquired under this Option at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.
Notice of Sale:	If this Option is designated as an incentive stock option, you must report to the Secretary of the Company any disposition of the Shares acquired under this Option that is made within two (2) years from the Grant Date or within twelve (12) months from the date you acquired the Shares (the “Notice Period”). In addition, the Company may, at any time during the Notice Period, place a legend or legends on any certificate(s) for the Option Shares, or enter an appropriate stop transfer order if the Option Shares are in book entry form, requesting the Company’s transfer agent to notify the Company of any transfer of the Shares.
Miscellaneous:	•        This Stock Option Award may be amended only by written consent signed by you and the Company, unless the amendment is not to your detriment. •        As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Agreement shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement shall be final, binding and conclusive. •        This Agreement may be executed in counterparts.

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This Option is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Option and definitions of capitalized terms used and not defined in this Option can be found in the Plan.

BY SIGNING BELOW AND ACCEPTING THIS STOCK OPTION AWARD, YOU AGREE

TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN.

YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND THE

PROSPECTUS DESCRIBING THE PLAN.

Authorized Officer Optionee

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EX-10.11

EXHIBIT 10.11

NICHOLAS FINANCIAL, INC.

EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD

[Name]

[Address]

Dear                             :

You have been granted a Restricted Stock award for shares of common stock of Nicholas Financial, Inc. (the “Company”) under the Nicholas Financial, Inc. Equity Incentive Plan (the “Plan”) with the following terms and conditions:

Grant Date:	, 20
Number of Restricted Shares:	Shares
Vesting Schedule:	percent (    %) of your Restricted Shares will vest on each of the first          anniversaries of the Grant Date. If your employment or service terminates prior to the date your Restricted Shares are vested as a result of death or Disability, or if the Company terminates your employment for other than Cause, your Restricted Shares will become fully vested on the date of such termination. In addition, upon a Change of Control, all of your Restricted Shares will become fully vested. Upon any other termination of employment or service, you will forfeit the Restricted Shares that have not yet vested.
[Issuance by Certificate or Book Entry][Escrow]:	[Issuance:] The Company will issue certificate(s) or make an appropriate book entry in your name evidencing your Restricted Shares as soon as practicable following your execution of this Award. If the Restricted Shares are issued in certificated form, in addition to any other legends placed on the certificate(s), such certificate(s) will bear the following legend: “The sale or other transfer of the Shares represented by this certificate, whether voluntary or by operation of law, is subject to restrictions set forth in a Restricted Stock Award agreement, dated as of                     , by and between Nicholas Financial, Inc. and the registered owner hereof. A copy of such agreement may be obtained from the Secretary of Nicholas Financial, Inc.”

	If the Restricted Shares are issued in book-entry form, they will be subject to an appropriate stop-transfer order. Upon the vesting of the Restricted Shares, you will be entitled to a new certificate for the Shares that have vested, without the foregoing legend, or to have such stop-transfer order removed, as applicable, upon request to the Secretary of the Company. [Escrow:] Your Restricted Shares will be held in escrow by the Company, as escrow agent. The Company will give you a receipt for the Shares held in escrow that will state that the Company holds such Shares in escrow for your account, subject to the terms of this Award, and you will give the Company a stock power for such Shares duly endorsed in blank which will be used in the event such Shares are forfeited in whole or in part. As soon as practicable after the vesting date, the Restricted Shares will cease to be held in escrow, and the vested Shares will be issued in certificated or book entry form to you or, in the case of your death, to your estate.
Transferability of Restricted Shares:	You may not sell, transfer or otherwise alienate or hypothecate any of your Restricted Shares until they are vested. In addition, by accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.
Voting and Dividends:	While the Restricted Shares are subject to forfeiture, you may exercise full voting rights and will receive all dividends and other distributions paid with respect to the Restricted Shares, in each case so long as the applicable record date occurs before you forfeit such Shares. If, however, any such dividends or distributions are paid in Shares, such Shares will be subject to the same risk of forfeiture, restrictions on transferability and other terms of this Award as are the Restricted Shares with respect to which they were paid.
Tax Withholding:	To the extent that the receipt of the Restricted Shares or the vesting of the Restricted Shares results in income to you for Federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection with such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding

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obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you an amount sufficient to satisfy its withholding obligations. If you do not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, in connection with this Award, you may satisfy the withholding requirement, in whole or in part, [if escrow: by electing to have the Company withhold for its own account that number of Restricted Shares otherwise deliverable to you from escrow hereunder on the date the tax is to be determined] [if issue: by electing to deliver to the Company that number of Restricted Shares (that would otherwise be vested on the date the tax is determined)] having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Shares. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the applicable vesting date. The Fair Market Value of any fractional Share not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid to you in cash.

Miscellaneous:

•        This Restricted Stock Award may be amended only by written consent signed by you and the Company, unless the amendment is not to your detriment. •        As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Agreement shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement shall be final, binding and conclusive. •        This Agreement may be executed in counterparts.

This Restricted Stock Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.

BY SIGNING BELOW AND ACCEPTING THIS RESTRICTED STOCK AWARD, YOU

AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE

PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND THE

PROSPECTUS DESCRIBING THE PLAN.

Authorized Officer Recipient

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EX-10.12

EXHIBIT 10.12

NICHOLAS FINANCIAL, INC.

EQUITY INCENTIVE PLAN

PERFORMANCE SHARE AWARD

[Name]

[Address]

Dear                             :

You have been granted a Performance Share award for shares of common stock of Nicholas Financial, Inc. (the “Company”) under the Nicholas Financial, Inc. Equity Incentive Plan (the “Plan”) with the following terms and conditions:

Performance Period:

, 20     through             , 20

Performance Criteria:

You will earn a number of Shares based on the Company’s achievement of the Performance Goal at the end of the Performance Period as follows: Achievement                         Number of Performance Shares Earned     % of Target     % of Target Target     % of Target     % of Target The “Target” Performance Goal for the Performance Period is                             . If your employment or service terminates prior to the end of the Performance Period due to death or Disability, you will be eligible to receive a number of Performance Shares equal to the number of shares specified above assuming the Target Performance Goal had been met, multiplied by a fraction, the numerator of which is the number of days that have elapsed since the first day of the Performance Period to the date of your termination, and the denominator of which is equal to the number of days in the full Performance Period. For this purpose, “Disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as determined by the Administrator.

	If your employment or service terminates prior to the end of the Performance Period for any other reason, this Award will terminate in full on the date of such termination and you will not earn any Performance Shares.
Issuance by Certificate or Book Entry:	As soon as practicable after the end of the Performance Period, the Company will issue your earned Performance Shares in your name in certificated form or by book entry. If, however, you terminate employment or service due to death or Disability, the Company will issue your earned Performance Shares in certificated form or by book entry as soon as practicable after the date of your termination.
Transferability of Shares:	By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.
Tax Withholding:	To the extent that the receipt of the Performance Shares results in income to you for Federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection with such receipt, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement, in whole or in part, by electing to have the Company withhold for its own account that number of Performance Shares otherwise deliverable to you having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the vesting of such Shares. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date the Shares are distributed. The Fair Market Value of any fractional Share not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid to you in cash.
Miscellaneous:	•        This Performance Share Award may be amended only by written consent signed by you and the Company, unless the amendment is not to your detriment. •        As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Agreement shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement shall be final, binding and conclusive. •        This Agreement may be executed in counterparts.

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This Performance Share Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.

BY SIGNING BELOW AND ACCEPTING THIS RESTRICTED STOCK AWARD, YOU

AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE

PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND THE

PROSPECTUS DESCRIBING THE PLAN.

Authorized Officer Recipient

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EX-10.13

Exhibit 10.13

AMENDMENT NO.2 TO LOAN AGREEMENT

THIS AMENDMENT NO.2 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of December 21, 2012 (this “Amendment”), is among NICHOLAS FINANCIAL, INC., a Florida corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as agent (in such capacity, the “Agent”), and each of the Lenders party hereto.

RECITALS:

A. The Borrower, the lenders from time to time party thereto (collectively, the “Lenders”) and the Agent have entered into a Second Amended and Restated Loan and Security Agreement dated as of January 12, 201 0 (as heretofore modified, supplemented or amended, the “Loan Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.

B. The Borrower has requested that the Agent and the Lenders amend certain provisions of the Loan Agreement.

C. Subject to the terms and conditions set forth below, the Agent and the Lenders party hereto are willing to so amend the Loan Agreement.

In furtherance of the foregoing, the parties agree as follows:

Section 1. AMENDMENTS.   Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Loan Agreement is amended as follows:

(a) The existing definitions of “Stated Termination Date” in Section 1.2 is deleted in its entirety and the following definition is inserted in lieu thereof:

“Stated Termination Date” means November 30, 2014

(b) The last sentence of Section 4.2 is deleted in its entirety and the following is inserted in lieu thereof:

If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, the Borrower shall pay to the Agent, for the account of the Lenders, an early termination fee equal to (i) one half of one percent (0.5%) of the Maximum Revolver Amount if such termination occurs within the second year prior to the Stated Termination Date, or (ii) one quarter of one percent (0.25%) of the Maximum Revolver Amount if such termination occurs within the year prior to the Stated Termination Date.

(c) The existing Section 9.6 is deleted in its entirety and the following is inserted in lieu thereof:

9.6 Distributions and Capital Change. The Borrower shall not (a) directly or indirectly declare or make or incur any liability to make any Distribution or (b) make any change to its capital structure, except, so long as no Default or Event of Default then exists or would occur as a result of any of the following, the Borrower may (i) declare or pay cash dividends to its stockholders and purchase, redeem or otherwise acquire for cash the capital stock (or any options or warrants for such stock) of the Borrower if after giving effect thereto (A) the aggregate amount of such dividends, purchases, redemptions and acquisitions paid or made during a fiscal quarter would be less than 50% of the Borrower’s Adjusted Net Earnings from Operations for the fiscal quarter immediately preceding the fiscal quarter in which such dividend, purchase, redemption or acquisition is paid or made, (B) the aggregate amount of such dividends, purchases, redemptions and acquisitions paid or made during the immediately preceding four fiscal-quarter period would be less than 50% of the Borrower’s Adjusted Net Earnings from Operations for such period, and (C) Adjusted Availability exceeds 20% of the Aggregate Revolver Outstandings as of the date of such Distribution, after giving effect to any Revolving Loans and Pending Revolving Loans made or requested on such date, and (ii) declare and pay a one-time cash dividend to its stockholders of $2.00 per share in December 2012.

The amendments to the Loan Agreement are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Loan Agreement are intended to be affected hereby.

Section 2. CONDITIONS PRECEDENT. The parties hereto agree that the amendments set forth in Section 1 above shall not be effective until the satisfaction of each of the following conditions precedent:

(a) Documentation. The Agent shall have received (i) a counterpart of this Amendment, duly executed and delivered by the Borrower and all of the Lenders then party to the Loan Agreement, and (ii) such other documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Amendment and any other legal matters relating to the Borrower or the transactions contemplated hereby.

(b) Fees and Expenses. All fees and expenses of counsel to the Agent estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

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Section 3. REPRESENTATIONS AND WARRANTIES.

(a) In order to induce the Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Agent and the Lenders as follows:

(i) The representations and warranties made by the Borrower in Article 8 of the Loan Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date in which case such representations and warranties are true and correct on and as of such earlier date.

(ii) Since the date of the Financial Statements delivered to the Lenders, no material adverse change has occurred in the Borrower’s property, business, operations or conditions (financial or otherwise).

(iii) No Default or Event of Default has occurred and is continuing or will exist after giving effect to this Amendment.

(b) In order to induce the Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Agent and the Lenders that this Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation.

Section 4. MISCELLANEOUS

(a) Ratification and Confirmation of Loan Documents.   The Borrower hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects the Loan Documents to which the Borrower is a party.

(b) Fees and Expenses.   The Borrower shall pay on demand all reasonable costs and expenses of the Agent in connection with the preparation, reproduction, execution, and delivery of this Amendment and any other documents prepared in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent.

(c) Headings.   Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

(d) Governing Law; Waiver of Jury Trial.   This Amendment shall be governed by and construed in accordance with the laws of the State of New York, and shall be further subject to the provisions of Sections 15.3 and 15.4 of the Loan Agreement.

(e) Counterparts.   This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic transmission (including .pdf file) shall be effective as delivery of a manually executed counterpart hereof.

(f) Entire Agreement. This Amendment, together with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of

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the parties hereto in relation to the subject matter hereof and supersedes ally prior negotiations and agreements among the parties relating to such subject matter. No promise, condition. representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise except in a writing signed by the Agent for such purpose.

(g) Enforceability.   Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

(h) Successors and Assigns.   This Amendment shall be binding upon and inure to the benefit of the Borrower, the Agent, each Lender and their respective successors and assigns (subject to Section 13.2 of the Loan Agreement).

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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The following parties have caused this Amendment No, 2 to Loan Agreement to be executed as of’ the date first written above.

“BORROWER”
Nicholas Financial, Inc.
By
Title:
“AGENT”
Bank of America, N.A., as the Agent
By
	, Vice President
“LENDERS”
Bank of America, N.A., as a Lender
By
	, Vice President
Capital One, N.A., as a Lender
By:
	, Vice President
First Tennessee Bank National Association, as a Lender
By:
	, Vice President
BMO Harris Bank, N.A., as successor to Harris N.A., as a Lender
By:
	, Vice President
Wells Fargo Preferred Capital, Inc., as a Lender
By:
	, Senior Vice President

Signature Page to Amendment No. 2 to

Loan Agreement

The following parties have caused this Amendment No. 2 to Loan Agreement to be executed as of the date first written above.

“BORROWER”
Nicholas Financial. Inc.
By
Title:
“AGENT”
Bank of America, N,A., as the Agent
By
	, Vice President
“LENDERS”
Bank of America, N.A., as a Lender
By
	Vice President
Capital One, N.A., as a Lender
By:
	, Vice President
First Tennessee Bank National Association, as a Lender
By:
	, Vice President
BMO Harris Bank, N.A., as successor to Harris N.A., as a Lender
By:
	, Vice President
WeIls Fargo Preferred Capital, Inc., as a Lender
By:
	, Senior Vice President

Signature Page to Amendment No. 2 to

Loan Agreement

The following parties have caused this Amendment No. 2 to Loan Agreement to be executed as of the date first written above.

“BORROWER”
Nicholas Financial, Inc.
By
Title:
“AGENT”
Bank of America, N.A., as the Agent
By
	,Vice President
“LENDERS”
Bank of America, N.A., as a Lender
By
	, Vice President
Capital One N.A., as a Lender
By:
	, Vice President
First Tennessee Bank National Association, as a Lender
By:
	, Vice President
BMO Harris Bank, N.A., as successor to Harris N.A., as a Lender
By:
	, Vice President
Wells Fargo Preferred Capital, Inc., as a Lender
By:
	, Senior Vice President

Signature Page to Amendment No. 2 to

Loan Agreement

The following parties have caused this Amendment No. 2 to Loan Agreement to be executed as of the date first written above.

“BORROWER”
Nicholas Financial, Inc.
By
Title:
“AGENT”
Bank of America, N.A., as the Agent
By
	, Vice President
“LENDERS”
Bank of America, N.A., as a Lender
By
	, Vice President
Capital One, N.A., as a Lender
By:
	, Vice President
First Tennessee Bank National Association, as a Lender
By:
	, Vice President
BMO Harris Bank, N.A., as successor to Harris N.A., as a Lender
By:
	, Vice President
Wells Fargo Preferred Capital, Inc., as a Lender
By:
	, Senior Vice President

Signature Page to Amendment No. 2 to

Loan Agreement

The following parties have caused this Amendment No. 2 to Loan Agreement to be executed as of the date first written above.

“BORROWER”
Nicholas Financial, Inc.
By
Title:
“AGENT”
Bank of America, N.A., as the Agent
By
	,Vice President
“LENDERS”
Bank of America, N.A., as a Lender
By
	,Vice President
Capital One, N.A., as a Lender
By:
	,Vice President
First Tennessee Bank National Association, as a Lender
By:
	, Vice President
BMO Harris Bank, N.A., as successor to Harris N.A., as a Lender
By:
	, Vice President
Wells Fargo Preferred Capital, Inc., as a Lender
By:
	, Senior Vice President

Signature Page to Amendment No. 2 to

Loan Agreement

The following parties have caused this Amendment No. 2 to Loan Agreement to be executed as of the date first written above.

“BORROWER”
Nicholas Financial, Inc.
By
Title:
“AGENT”
Bank of America, N.A., as the Agent
By
	, Vice President
“LENDERS”
Bank of America, N.A., as a Lender
By
	, Vice President
Capital One, N.A., as a Lender
By:
	, Vice President
First Tennessee Bank National Association, as a Lender
By:
	, Vice President
BMO Harris Bank, N.A., as successor to Harris N.A., as a Lender
By:
	, Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wells
Fargo Preferred Capital, Inc, as a Lender
By:
	, Senior Vice President

Signature Page to Amendment No. 2 to

Loan Agreement

EX-10.15

Exhibit 10.15

To:	Nicholas Financial, Inc.
	2454 McMullen Booth Rd Bldg. C, #501-B
	Clearwater, FL 33759
Attn:	Ralph Finkenbrink
Telephone:	727-726-0763
Fax:	727-726-2140
From:	Bank of America, N.A.
	200 N College Street Charlotte
	North Carolina 28255-0001 U.S.A.
Department:	Swaps Operations
Telephone:	(+1) 980 683 2797
Fax:	(+1) 866 255 1444
Date:	4th June 2012
Our Reference No:	60453386
Reference Name:	David Ott
Internal Tracking No:	60453386
Admin No:	12BN95414

Dear Sir/Madam,

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Nicholas Financial, Inc. and Bank of America, N.A. (each a “party” and together “the parties”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below (the “Agreement”).

The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the “Definitions”) are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 30th March 1999, as amended and supplemented from time to time, between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

In this Confirmation “Party A” means Bank of America, N.A. and “Party B” means Nicholas Financial, Inc.,

1

General Terms:

The terms of the particular Transaction to which this Confirmation relates are as follows:

Notional Amount:	USD 25,000,000.00
Trade Date:	1st June 2012
Effective Date:	13th June 2012
Termination Date:	13th June 2017, subject to adjustment in accordance with the Modified Following Business Day Convention
Fixed Amounts:
Fixed Rate Payer:	Party B
Fixed Rate Payer
Payment Dates:	The 13th of each Month, commencing on 13th July 2012 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
Fixed Rate:	1.00000 per cent
Fixed Rate Day
Count Fraction:	Actual/360
Floating Amounts:
Floating Rate Payer:	Party A
Floating Rate Payer
Payment Dates:	The 13th of each Month, commencing on 13th July 2012 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention

2

Floating Rate for initial
Calculation Period:	to be determined
Floating Rate Option:	USD-LIBOR-BBA
Designated Maturity:	1 Month
Spread:	None
Floating Rate Day
Count Fraction:	Actual/360
Reset Dates:	First day of each Calculation Period
Business Days:	London and New York
Calculation Agent:	Party A

Recording of Conversations:

Each party to this Transaction acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Transaction whether by one or other or both of the parties or their agents.

Account Details:

As advised under separate cover with reference to this Confirmation, each party shall provide appropriate payment instructions to the other party in writing and such instructions shall be deemed to be incorporated into this Confirmation.

Offices:
The Office of Party A for this Transaction is:	Charlotte - NC, United States Please send reset notices to fax no. (+1) 866 218 8487
The Office of Party B for this Transaction is:	Clearwater - FL, United States

3

Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation in its entirety to the attention of Global FX and Derivative Operations (fax no.(+l) 866 255 1444).

Bank of America, N.A. Accepted and confirmed as of the date first written: Nicholas Financial, Inc.

/s/ Katherine A. Andrews

Katherine A. Andrews

Managing Director, Sr. Group Operations Manager

Authorised Signatory	By:	/s/ Ralph Finkenbrink
	Name:	Ralph Finkenbrink
	Title:	SVP & CFO

Our Reference Number:                 60453386

4

EX-10.16

Exhibit 10.16

To:	Nicholas Financial, Inc.
	2454 McMullen Booth Rd
	Bldg. C, #501-B
	Clearwater, FL 33759
Attn:	Ralph Finkenbrink
Telephone:	727-726-0763
Fax:	727-726-2140
From:	Bank of America, N.A.
	200 N College Street
	Charlotte
	North Carolina 28255-0001
	U.S.A.
Department:	Swaps Operations
Telephone:	(+1) 980 683 2797
Fax:	(+1) 866 255 1444
Date:	30th July 2012
Our Reference No:	60543429
Reference Name:	David Ott
Internal Tracking No:	60543429
Admin No:	12BNl29697

Dear Sir/Madam,

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Nicholas Financial, Inc. and Bank of America, N.A. (each a “party” and together “the parties”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below (the “Agreement”).

The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the “Definitions”) are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 30th March 1999, as amended and supplemented from time to time, between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

In this Confirmation “Party A” means Bank of America, N.A. and “Party B” means Nicholas Financial, Inc.,

1

General Terms:

The terms of the particular Transaction to which this Confirmation relates are as follows:

Notional Amount:	USD 25,000,000.00
Trade Date:	30th July 2012
Effective Date:	13th August 2012
Termination Date:	14th August 2017, subject to adjustment in accordance with the Modified Following Business Day Convention
Fixed Amounts:
Fixed Rate Payer:	Party B
Fixed Rate Payer
Payment Dates:	The 13th of each Month, commencing on 13th September 2012 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
Fixed Rate:	0.87000 per cent
Fixed Rate Day
Count Fraction:	Actual/360
Floating Amounts:
Floating Rate Payer:	Party A
Floating Rate Payer
Payment Dates:	The 13th of each Month, commencing on 13th September 2012 and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention

2

Floating Rate for initial
Calculation Period:	to be determined
Floating Rate Option:	USD-LIBOR-BBA
Designated Maturity:	1 Month
Spread:	None
Floating Rate Day
Count Fraction:	Actual/360
Reset Dates:	First day of each Calculation Period
Business Days:	London and New York
Calculation Agent:	Party A

Recording of Conversations:

Each party to this Transaction acknowledges and agrees to the recording of conversations between trading and marketing personnel of the parties to this Transaction whether by one or other or both of the parties or their agents.

Account Details:

As advised under separate cover with reference to this Confirmation, each party shall provide appropriate payment instructions to the other party in writing and such instructions shall be deemed to be incorporated into this Confirmation.

Offices:
The Office of Party A for this Transaction is:	Charlotte - NC, United States Please send reset notices to fax no. (+1) 866 218 8487
The Office of Party B for this Transaction is:	Clearwater - FL, United States

3

Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation in its entirety to the attention of Global FX and Derivative Operations (fax no.(+1) 866 255 1444).

Bank of America, N.A. Accepted and confirmed as of the date first written: Nicholas Financial, Inc.

/s/ Katherine A. Andrews

Katherine A. Andrews

Managing Director, Sr. Group Operations Manager

Authorised Signatory	By:	/s/ Ralph Finkenbrink
	Name:	Ralph Finkenbrink
	Title:	SVP & CFO

Our Reference Number:                 60543429

4

EX-14

Exhibit 14

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER

AND SENIOR FINANCIAL OFFICERS

Nicholas Financial, Inc. (hereinafter referred to as “Nicholas Financial, Inc.” or the “Company”) requires ethical conduct in the practice of financial management in all aspects of business activities.

The Nicholas Financial, Inc. Code of Ethical Conduct for Financial Managers applies to all senior officers serving in a financial role. The Chief Executive Officer, Chief Financial Officer and Controller, as well as certain other senior financial officers, hold an elevated role in corporate governance and are expected to act in accordance with the highest standards of personal and professional integrity, to comply with all applicable laws, rules, and regulations, to preserve and protect shareholders’ interests, and to abide by the Nicholas Financial, Inc. Code of Business Conduct and Ethics and other policies and procedures adopted by Nicholas Financial, Inc. that govern the conduct of its employees. This Code of Ethical Conduct is intended to supplement the Nicholas Financial, Inc. Code of Business Conduct and Ethics.

As the Chief Executive Officer, Chief Financial Officer, Controller, or other senior financial officer, I certify to you that I adhere to and advocate the following principles governing my professional and ethical conduct in the fulfillment of my responsibilities. I agree to:

a. Comply with the Company’s internal policies and procedures;

b. Act at all times in accordance with the Company’s Code of Business Conduct and Ethics which has been provided to me and with which I will comply;

c. Engage in and promote honesty, integrity and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

d. Provide accurate, complete, objective, timely and understandable financial disclosures in regards to internal reports as well as documents filed or submitted to the Securities and Exchange Commission, any governmental, private or public regulatory agency, or used in public communications;

e. Comply with applicable federal, state, provincial, and/or local governmental laws, rules and regulations, as well as appropriate private and public regulatory agencies;

f. Respect the confidentiality of information acquired in the course of performing my work responsibilities except when authorized or otherwise legally obligated to disclose such information;

g. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or allowing my independent judgment to be compromised;

h. Avoid using confidential information acquired in the course of performing my job responsibilities for personal advantage;

i. Use and control assets and other resources employed or entrusted to my supervision in a responsible manner;

j. Keep abreast of emerging financial issues and/or skills relevant to shareholders and other constituents and share such knowledge with my peers;

k. Promptly report any possible violation of this Code to the Nominating and Corporate Governance Committee of the Nicholas Financial, Inc. Board of Directors;

l. Proactively promote ethical behavior as a responsible partner among peers in my work environment and community.

By signing this statement, I acknowledge that I have read, understand, and agree to adhere to this Code of Ethical Conduct. Violation of this Code may be grounds for termination from the Company.

Printed Name:

Signature:

Date:

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Nicholas Financial, Inc.

We consent to the incorporation by reference in the registration statement (No. 333-143245) on Form S-8 of Nicholas Financial, Inc. of our reports dated June 14, 2013, with respect to the consolidated financial statements of Nicholas Financial, Inc. and subsidiaries and the effectiveness of internal control over financial reporting, which appear in the Annual Report (Form 10-K) for the year ended March 31, 2013. Our audit report on the consolidated financial statements refers to the fact that the Company corrected errors related to dealer discounts as well as certain fees charged and costs incurred to acquire loans.

/s/ Dixon Hughes Goodman LLP

Atlanta, Georgia

June 14, 2013

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-K 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: June 14, 2013	/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-K 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: June 14, 2013	/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 Annual Report on Form 10-K of the Company for the fiscal year ended March 31, 2013 (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: June 14, 2013

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 Annual Report on Form 10-K of the Company for the fiscal year ended March 31, 2013 (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: June 14, 2013

XML

Share-Based Payments

12 Months Ended

Mar. 31, 2013

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Share-Based Payments

9. Share-Based Payments

The Company has share awards outstanding under three share-based compensation plans (the “Equity Plans”). The Company believes that such awards better align the interests of its employees with those of its shareholders. Under the shareholder-approved 1998 Employee Stock Option Plan and Non-Employee Director Stock Option Plan (collectively the “1998 Plans”) the Board of Directors was authorized to grant option awards for up to 1,551,000 common shares to employees and directors. On August 9, 2006, the Company’s shareholders approved the Nicholas Financial, Inc. Equity Incentive Plan (the “2006 Plan”) for employees and non-employee directors. Under the 2006 Plan, the Board of Directors is authorized to grant total share awards for up to 1,072,500 common shares. The 2006 Plan replaced the 1998 Plans; accordingly no additional option awards may be granted under the 1998 Plans. In addition to option awards, the 2006 Plan provides for restricted stock and performance share awards.

Option awards previously granted to employees and directors under the 1998 Plans generally vest ratably based on service over a five and three-year period, respectively, and generally have a contractual term of ten years. Vesting and contractual terms for option awards under the 2006 Plan are essentially the same as those of the 1998 Plans. Restricted stock awards generally cliff vest over a three-year period based on service conditions. The annual vesting of performance share awards is contingent upon the attainment of company-wide performance goals including annual revenue growth and operating income targets. There are no post-vesting restrictions for share awards.

The Company funds share awards from authorized but unissued shares and does not purchase shares to fulfill the obligations of the plans. Cash dividends, if any, are not paid on unvested performance shares or unexercised options, but are paid on unvested restricted stock awards.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	2013			2012			2011
Risk-free interest rate		0.71	%		1.84	%		1.88	%
Weighted average expected original term		5 years			5 years			5 years
Expected volatility		48	%		49	%		49	%
Expected dividend yield		3.20	%		0.00	%		0.00	%

A summary of option activity under the Equity Plans as of March 31, 2013, and changes during the year are presented below.

Options	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at March 31, 2012		501,880		$	6.36
Granted		96,000		$	11.16
Exercised		(97,594	)	$	6.31
Forfeited		(26,840	)	$	10.81
Outstanding at March 31, 2013		473,446		$	5.63		5.91	$	4,296,342
Exercisable at March 31, 2013		319,726		$	3.86		4.75	$	3,467,212

The Company granted 96,000, 45,000 and 28,500 options with a weighted average fair value of $4.15, $5.73 and $4.19 during the years ended March 31, 2013, 2012 and 2011, respectively. The total intrinsic value of options exercised during the years ended March 31, 2013, 2012 and 2011 was approximately $685,000, $1,335,000 and $168,000, respectively.

During the fiscal year ended March 31, 2013, 97,594 options were exercised at exercise prices ranging from $0.77 to $10.96 per share. During the same period 26,840 options were forfeited at exercise prices ranging from $2.77 to $12.96 per share.

Cash received from options exercised during the fiscal years ended March 31, 2013, 2012 and 2011 totaled approximately $612,000, $830,000 and $56,000, respectively. Related income tax benefits during the same periods totaled approximately $262,000, $511,000 and $64,000, respectively. Such amounts are included in proceeds from exercise of stock options and income tax benefit related thereto under cash flows from financing activities in the consolidated statements of cash flows. As of March 31, 2013, there was approximately $477,000 of total unrecognized compensation cost related to options granted under the Plan. That cost is expected to be recognized over a weighted-average period of approximately 4 years.

A summary of the status of the Company’s non-vested restricted shares under the 2006 Plan as of March 31, 2013, and changes during the year then ended is presented below.

Restricted Share Awards	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Non-vested at March 31, 2012		100,500		$	5.85
Granted		85,000		$	13.07
Vested		(89,500	)	$	3.47
Forfeited		—		$	—
Non-vested at March 31, 2013		96,000		$	12.90		2.04	$	1,411,200

The Company awarded 85,000 restricted shares with a weighted average grant date fair value of $13.07 during the fiscal year ended March 31, 2013. During the same period no restricted shares were forfeited.

As of March 31, 2013, there was approximately $776,000 of total unrecognized compensation cost related to non-vested restricted share awards granted under the 2006 Plan. That cost is expected to be recognized over a weighted-average period of approximately 2 years.

A summary of the status of the Company’s non-vested performance shares under the 2006 Plan as of March 31, 2013, and changes during the year then ended is presented below.

Performance Share Awards	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Non-vested at March 31, 2012		—		$	—
Granted		33,500		$	13.11
Vested		(10,500	)	$	13.25
Forfeited		(23,000	)	$	13.04
Non-vested at March 31, 2013		—		$	—		$

The Company awarded 33,500 performance shares with a weighted average grant date fair value of $13.11 during the fiscal year ended March 31, 2013. During the same period 23,000 performance shares were forfeited with a weighted average grant date fair value of $13.04.

As of March 31, 2013, there was no unrecognized compensation cost related to non-vested performance share awards granted under the 2006 Plan.

XML

Line of Credit (Detail Textuals) (USD $)	Mar. 31, 2013	Mar. 31, 2012	Sep. 01, 2011	Aug. 31, 2011
Line of credit facility
Line of Credit Facility [Line Items]
Line of credit facility amount			$ 150,000,000	$ 140,000,000
Debt instrument basis spread on variable rate	3.00%
LIBOR rate	4.00%	4.00%
Floor on LIBOR rate	1.00%
Amount available under the line of credit	24,500,000	38,000,000
Credit facility
Line of Credit Facility [Line Items]
Outstanding amount of the credit facility	$ 125,500,000	$ 112,000,000

XML

Consolidated Statements of Income (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Revenue:
Interest and fee income on finance receivables	$ 82,072,643	$ 80,470,980	$ 73,661,457
Sales	37,803	44,070	53,622
Total revenue	82,110,446	80,515,050	73,715,079
Expenses:
Cost of sales	11,624	12,177	12,866
Marketing	1,452,659	1,252,854	1,224,484
Salaries and employee benefits	18,325,945	17,582,967	16,430,763
Administrative	9,039,688	7,791,840	7,776,887
Dividend tax	1,492,227	179,651
Provision for credit losses	13,391,875	12,367,593	15,611,544
Depreciation	284,594	287,839	266,686
Interest expense	5,120,827	4,891,854	5,599,951
Change in fair value of interest rate swap agreements	504,852		(495,136)
Total operating expenses	49,624,291	44,366,775	46,428,045
Operating income before income taxes	32,486,155	36,148,275	27,287,034
Income tax expense	12,545,209	13,926,516	10,518,740
Net income	$ 19,940,946	$ 22,221,759	$ 16,768,294
Earnings per share:
Basic (in dollars per share)	$ 1.66	$ 1.89	$ 1.44
Diluted (in dollars per share)	$ 1.63	$ 1.85	$ 1.41
Dividends declared per share (in dollars per share)	$ 2.46	$ 0.30	$ 0.00

XML

Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Consolidation

The consolidated financial statements include the accounts of Nicholas Financial – Canada and its wholly owned subsidiaries, NDS and NFI, collectively referred to as (the “Company”). All intercompany transactions and balances have been eliminated.

Error Corrections

The Company made error corrections for departures from U.S. GAAP and revised previously reported amounts.

One of the corrections is related to the accounting treatment for dealer discounts. A dealer discount represents the difference between the amount of a finance receivable, net of unearned interest, based on the terms of a Contract with the borrower, and the amount of money the Company actually pays the dealer for the Contract. Prior to the correction, based on past industry practices, Contracts were recorded at the net initial investment with the gross Contract balance recorded offset by the dealer discounts which were recorded as an allowance for credit losses for the acquired Contracts. The Company determined that this accounting treatment was incorrect as U.S. GAAP prohibits carrying over valuation allowances in the initial accounting for acquired loans. Accordingly, the Company has now applied an acceptable method under U.S. GAAP, deferring and netting dealer discounts against finance receivables as unearned discounts, and recognizing dealer discounts into income as an adjustment to yield over the life of the loan using the interest method.

As a result, the allowance for loan losses is now established solely through charges to earnings through the provision for credit losses. The Company has evaluated the significance of the departure from U.S. GAAP to the consolidated financial statements. Under both the former accounting policy and U.S. GAAP, the dealer discount remains a reduction of gross finance receivables in arriving at the carrying amount of finance receivables, net. Accordingly, finance receivables continue to be initially recorded at the net initial investment at the time of purchase. Subsequently, the allowance for credit losses is maintained at an amount that reduces the net carrying amount of finance receivables. The change in this accounting presentation does not result in a change to the net carrying amount of finance receivables or to net income as historical losses incurred, and estimated incurred losses as of the balance sheet date, are generally in excess of the original dealer discount. The removal of the dealer discount from the allowance requires an equal replacement of provision expense as that portion of the allowance is necessary to absorb probable incurred losses. This correction also did not have an impact on previously reported assets, liabilities, working capital, equity, earnings, or cash flows.

The second correction related to the accounting treatment and presentation of certain fees charged to dealers and costs incurred in purchasing loans from dealers. Such costs related principally to evaluating borrowers subject to Contracts in relation to the Company’s underwriting guidelines in making a determination to acquire Contracts. Prior to the correction, fees charged to dealers were reduced by certain costs incurred to purchase Contracts, deferred on a net basis and then amortized into income over the lives of the loans using the interest method. Under U.S. GAAP, the fees charged to dealers are considered to be a part of the unearned dealer discount as they are a determinant of the net amount of cash paid to the dealer. Further, U.S. GAAP specifies that costs incurred in connection with acquiring purchased loans or committing to purchase loans shall be charged to expense as incurred. Such costs do not qualify as origination costs to be deferred as the Contracts have already been originated by the dealers. The Company evaluated the significance of the departure from U.S. GAAP to the consolidated financial statements. After an adjustment to beginning equity and the opening balance of unearned dealer discounts, net of tax, for the initial period presented, there is a limited effect on earnings and no impact on cash flows.

The changes to consolidated financial statement captions and earnings per share, if any, are as follows.

	2012 as Reported		Correction			2012 as Corrected
Consolidated Balance Sheet
Finance receivables, net	$	242,348,521	$	(1,095,091	)	$	241,253,430
Deferred income taxes		8,704,099		419,201			9,123,300
Retained earnings, March 31, 2012		107,513,008		(675,890	)		106,837,118
	2012 as Reported		Correction			2012 as Corrected
Consolidated Statements of Income
Interest and fee income on finance receivables	$	68,122,532	$	12,348,448		$	80,470,980
Provision for credit losses		5,319		12,362,274			12,367,593
Income tax expense		13,931,809		(5,293	)		13,926,516
Operating income		36,162,101		(13,826	)		36,148,275
Net income		22,230,292		(8,533	)		22,221,759
Earnings per share - basic		1.89		—			1.89
Earnings per share - diluted		1.85		—			1.85
	2011 as Reported		Correction			2011 as Corrected
Interest and fee income on finance receivables	$	62,719,904	$	10,941,553		$	73,661,457
Provision for credit losses		4,610,221		11,001,323			15,611,544
Income tax expense		10,541,620		(22,880	)		10,518,740
Operating income		27,346,804		(59,770	)		27,287,034
Net income		16,805,184		(36,890	)		16,768,294
Earnings per share – basic		1.45		(.01	)		1.44
Earnings per share - diluted		1.41		—			1.41
	Reported		Correction			As Corrected
Consolidated Statements of Shareholders’ Equity
Retained earnings, March 31, 2010	$	72,070,553	$	(630,467	)	$	71,440,086
Retained earnings, March 31, 2011		88,875,737		(667,357	)		88,208,380
	2012 as Reported		Correction			2012 as Corrected
Consolidated Statements of Cash Flows (Operating Activities)
Net income	$	22,230,292	$	(8,533	)	$	22,221,759
Provision for credit losses		5,319		12,362,274			12,367,593
Deferred income taxes		250,566		(5,293	)		245,273
Amortization of dealer discounts		—		(12,348,448	)		(12,348,448	)
Net cash provided by operating activities		21,874,879		—			21,874,879

	2011 as Reported			Correction			2011 as Corrected
Net income	$	16,805,184		$	(36,890	)	$	16,768,294
Provision for credit losses		4,610,221			11,001,323			15,611,544
Deferred income taxes		(1,417,788	)		(22,880	)		(1,440,668	)
Amortization of dealer discounts		—			(10,941,553	)		(10,941,553	)
Net cash provided by operating activities		21,357,624			—			21,357,624

In addition the Company has corrected these errors in the finance receivables disclosures in Note 3 as follows:

Contracts included in finance receivables are detailed as follows:

	2012 as Reported			Correction			2012 as Corrected
Indirect finance receivables, gross contract	$	382,766,667		$	—		$	382,766,667
Unearned interest		(109,456,018	)		—			(109,456,018	)
Indirect finance receivables, net of unearned interest		273,310,649			—			273,310,649
Unearned dealer discounts		—			(17,091,567	)		(17,091,567	)
Indirect finance receivable, net of unearned interest and dealer discounts		273,310,649			(17,091,567	)		256,219,082
Allowance for credit losses		(35,495,684	)		15,996,476			(19,499,208	)
Indirect finance receivables, net	$	237,814,965		$	(1,095,091	)	$	236,719,874

	2011 as Reported			Correction			2011 as Corrected
Indirect finance receivables, gross contract	$	368,099,418		$	—		$	368,099,418
Unearned interest		(105,622,007	)		—			(105,622,007	)
Indirect finance receivables, net of unearned interest		262,477,411			—			262,477,411
Unearned dealer discounts		—			(17,024,119	)		(17,024,119	)
Indirect finance receivable, net of unearned interest and dealer discounts		262,477,411			(17,024,119	)		245,453,292
Allowance for credit losses		(35,895,449	)		15,942,854			(19,952,595	)
Indirect finance receivables, net	$	226,581,962		$	(1,081,265	)	$	225,500,697

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

	2012 as Reported			Correction			2012 as Corrected
Balance at beginning of year	$	35,895,449		$	(15,942,854	)	$	19,952,595
Discounts acquired on new volume		12,415,896			(12,415,896	)		—
Provision for credit losses		(176,745	)		12,362,274			12,185,529
Losses absorbed		(14,971,422	)		—			(14,971,422	)
Recoveries		2,405,750			—			2,405,750
Discounts accreted		(73,244	)		—			(73,244	)
Balance at end of year	$	35,495,684		$	(15,996,476	)	$	19,499,208

	2011 as Reported			Correction			2011 as Corrected
Balance at beginning of year	$	30,408,578		$	(14,024,685	)	$	16,383,893
Discounts acquired on new volume		12,919,492			(12,919,492	)		—
Provision for credit losses		4,484,284			11,001,323			15,485,607
Losses absorbed		(14,036,888	)		—			(14,036,888	)
Recoveries		2,255,683			—			2,255,683
Discounts accreted		(135,700	)		—			(135,700	)
Balance at end of year	$	35,895,449		$	(15,942,854	)	$	19,952,595

Dividend

During fiscal year 2013, four quarterly cash dividends and a one-time special cash dividend were declared. On May 2, 2012, the Company’s Board of Directors announced a quarterly cash dividend of $0.10 to be paid on June 6, 2012. On August 8, 2012, the Company’s Board of Directors announced a quarterly cash dividend of $0.12 per share of common stock paid on September 6, 2012. On November 9, 2012, the Company’s Board of Directors announced a quarterly cash dividend of $0.12 per share of common stock paid on December 6, 2012. On December 11, 2012, the Company’s Board of Directors announced a special dividend of $2.00 per share of common stock paid on December 28, 2012. On February 19, 2013, the Company’s Board of Directors declared another quarterly dividend equal to $0.12 per common share, to be paid on March 29, 2013. Subsequent to March 31, 2013 one quarterly dividend was declared. On May 7, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on June 28, 2013 to shareholders of record as of June 21, 2013.

On November 10, 2009 the Boards of Directors declared a 10% stock dividend on December 7, 2009 to shareholders of record on November 20, 2009. As a result of this stock dividend, an entry of approximately $6.5 million was made to reflect the re-capitalization of shareholders’ equity from retained earnings to common stock. This amount was derived from the quoted market value of the shares at the date of declaration ($6.10) times the number of shares issued as a result of the 10% stock dividend. All references in the consolidated financial statements and notes to the number of shares outstanding, per share amounts, and share awards of the Company’s common shares have been restated to reflect the effect of the stock dividend for all periods presented.

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

Use of Estimates

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

Finance Receivables

Finance receivables are recorded at cost, net of unearned interest, unearned dealer discounts and the allowance for credit losses. The amount of unearned interest, discounts and allowance for credit losses as of March 31, 2013 and March 31, 2012 are approximately $143,627,000 and $146,047,000, respectively.

Allowance for Credit Losses

The allowance for credit losses is increased by charges against earnings and decreased by charge-offs (net of recoveries). The Company aggregates Contracts into static pools consisting of Contracts purchased during a three-month period for each branch location as management considers these pools to have similar risk characteristics. Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s past loan experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions. The Company also considers the remaining level of unearned dealer discounts. As conditions change, the Company’s level of provisioning and allowance may change as well.

Assets Held for Resale

Assets held for resale are stated at net realizable value and consist primarily of automobiles that have been repossessed by the Company and are awaiting final disposition. Costs associated with repossession, transport and auction preparation expenses are reported under operating expenses in the period in which they are incurred.

Property and Equipment

Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets as follows:

Automobiles	3 years
Equipment	5 years
Furniture and fixtures	7 years
Leasehold improvements	Lesser of lease term or useful life (generally 6 - 7 years)

Drafts Payable

Drafts payable represent checks disbursed for loan purchases which have not yet been funded. Amounts generally clear within two business days of period end and then increase the line of credit or reduce cash.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases along with operating loss and tax credit carryforwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date.

The Company recognizes tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from any such position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. It is the Company’s policy to recognize interest and penalties accrued on any uncertain tax benefits as a component of income tax expense. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor has the Company recognized any related interest or penalties during the three years ended March 31, 2013.

The Company files income tax returns in the U.S. Federal jurisdiction and various State jurisdictions. The Company is no longer subject to U.S. Federal tax examinations for years before 2011. State jurisdictions that remain subject to examination range from 2008 to 2012. The Company does not believe there will be any material changes in our unrecognized tax positions over the next 12 months.

Revenue Recognition

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. As of March 31, 2013, 2012 and 2011 the amount of gross finance receivables not accruing interest was approximately $4,132,000, $2,572,000 and $2,035,000, respectively.

A dealer discount represents the difference between the finance receivable, net of unearned interest, of a Contract, and the amount of money the Company actually pays for the Contract. The discount negotiated by the Company is a function of the lender, the wholesale value of the vehicle, and competition in any given market. In making decisions regarding the purchase of a particular Contract the Company considers the following factors related to the borrower: place and length of residence; current and prior job status; history in making installment payments for automobiles; current income; and credit history. In addition, the Company examines its prior experience with Contracts purchased from the dealer from which the Company is purchasing the Contract, and the value of the automobile in relation to the purchase price and the term of the Contract. The entire amount of discount is amortized as an adjustment to yield using the interest method over the life of the loan. The average dealer discount associated with new volume for the fiscal years ended March 31, 2013, 2012, and 2011 was 8.54%, 9.23%, and 9.55%, respectively.

The amount of future unearned income is computed as the product of the Contract rate, the Contract term and the Contract amount.

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

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

Sales relate principally to telephone support agreements and the sale of business forms to the Company’s customer base. The aforementioned sales of NDS represent less than 1% of the Company’s consolidated revenues.

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:

	Fiscal Year ended March 31,
	2013		2012		2011
Numerator for earnings per share – net income	$	19,940,946	$	22,221,759	$	16,768,294
Denominator:
Denominator for basic earnings per share – weighted average shares		11,977,174		11,747,160		11,607,341
Effect of dilutive securities:
Stock options and other share awards		241,242		285,971		286,177
Denominator for diluted earnings per share		12,218,416		12,033,131		11,893,518
Earnings per share – basic	$	1.66	$	1.89	$	1.44
Earnings per share – diluted	$	1.63	$	1.85	$	1.41

Diluted earnings per share does not include the effect of certain stock options as their impact would be anti-dilutive. Approximately 120,200, 53,500 and 28,500 stock options were not included in the computation of diluted earnings per share for the years ended March 31, 2013, 2012 and 2011 respectively, because their effect would have been anti-dilutive.

Share-Based Payments

The grant date fair value of share awards is recognized in earnings over the requisite service period (presumptively the vesting period). The Company estimates the fair value of option awards using the Black-Scholes option pricing model. The risk-free interest rate is based upon a U.S. Treasury instrument with a life that is similar to the expected term of the options. Expected volatility is based upon the historical volatility for the previous period equal to the expected term of the options. The expected term is based upon the average life of previously issued options. The expected dividend yield is based upon the current yield on date of grant. The fair value of non-vested restricted and performance shares are measured at the market price of a share on a grant date.

The pool of excess tax benefits available to absorb future tax deficiencies is based on increases to shareholders’ equity related to tax benefits from share-based compensation, combined with the tax on the cumulative incremental compensation costs previously included in pro forma net income disclosures as if the Company had applied the fair-value method to all awards.

Fair Value Measurements

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.

Financial Instruments and Concentrations

The Company’s financial instruments consist of cash, finance receivables, accrued interest, line of credit, interest rate swap agreements and accounts payable. Financial instruments that are exposed to concentrations of credit risk are primarily finance receivables and cash.

The Company operates in fifteen states through its sixty-four branch locations. Florida represents 33% of the finance receivables total as of March 31, 2013. Ohio represents 14%, Georgia represents 10% and North Carolina represents 8% of the finance receivables total as of March 31, 2013. Of the remaining eleven states, no one state represents more than 7% of the total finance receivables. The Company provides credit during the normal course of business and performs ongoing credit evaluations of its customers.

The Company maintains reserves for potential credit losses which, when realized, have been within the range of management’s expectations. The Company perfects a primary security interest in all vehicles financed as a form of collateral.

The combined account balances the Company maintains at financial institutions typically exceed federally insured limits, and there is a concentration of credit risk related to accounts on deposit in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes this risk of loss is not significant.

Interest Rate Swaps

Interest rate swap agreements were reported as either assets or liabilities in the consolidated balance sheet at fair value. For interest rate swap agreements previously designated and qualifying as cash flow hedges, gains or losses on the effective portion of the hedge were initially included as a component of other comprehensive income and are subsequently reclassified into earnings when interest on the related debt was paid. For interest rate swap agreements which were not designated and qualifying as hedges, the changes in the fair value are recorded in earnings. The Company does not use interest rate swaps for speculative purposes. See note 6 – “Interest Rate Swap Agreements”.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) is composed entirely of previous mark-to-market adjustments of designated and qualifying cash flow hedges, net of the related tax effect.

Statements of Cash Flows

Cash paid for income taxes for the years ended March 31, 2013, 2012 and 2011 was approximately $11,273,000, $13,764,000 and $12,068,000, respectively. Cash paid for interest for the years ended March 31, 2013, 2012 and 2011 was approximately $5,043,000, $4,878,000 and $5,720,000, respectively.

Recent Accounting Pronouncements

During the year, the Company adopted the Financial Accounting Standards Board’s issued Accounting Standards Update (“ASU”) 2011-04 Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 did not extend the use of fair value accounting, but provides clarification of existing guidance and additional disclosures. The adoption did not have an impact on the Company’s financial condition, results of operations and cash flows.

Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA and the SEC, did not have a material impact on the Company’s present or future consolidated financial statements.

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Property and Equipment (Tables)

12 Months Ended

Mar. 31, 2013

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	Cost		Accumulated Depreciation		Net Book Value
2013
Automobiles	$	537,677	$	352,249	$	185,428
Equipment		795,594		511,405		284,189
Furniture and fixtures		428,435		337,767		90,668
Leasehold improvements		1,091,218		909,922		181,296
	$	2,852,924	$	2,111,343	$	741,581
2012
Automobiles	$	618,320	$	462,551	$	155,769
Equipment		1,008,023		711,316		296,707
Furniture and fixtures		535,595		437,218		98,377
Leasehold improvements		1,058,362		850,431		207,931
	$	3,220,300	$	2,461,516	$	758,784

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Share-Based Payments - Summary of summary of the status of the company's non-vested performance shares (Details 3) (Performance Share Awards, USD $)	12 Months Ended
	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted, shares	33,500
Forfeited, shares	23,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Granted, weighted average grant date fair value	$ 13.11
Forfeited, weighted average grant date fair value	$ 13.04
2006 Plan
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested at March 31, 2012, shares
Granted, shares	33,500
Vested, shares	(10,500)
Forfeited, shares	(23,000)
Non-vested at March 31, 2013, shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested at March 31, 2012, weighted average grant date fair value
Granted, weighted average grant date fair value	$ 13.11
Vested, weighted average grant date fair value	$ 13.25
Forfeited, weighted average grant date fair value	$ 13.04
Non-vested at March 31, 2013, weighted average grant date fair value

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Interest Rate Swap Agreements - Summary of average variable rates received and average fixed rates paid under the swap (Details 2) (Swap)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Swap
Derivative [Line Items]
Average variable rate received	0.22%	0.00%
Average fixed rate paid	0.94%	0.00%

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Employee Benefit Plans

12 Months Ended

Mar. 31, 2013

Employee Benefits and Share-Based Compensation [Abstract]

Employee Benefit Plans

10. Employee Benefit Plans

The Company has a 401(k) retirement plan under which all employees are eligible to participate. Employee contributions are voluntary and subject to Internal Revenue Service limitations. The Company matches, based on annually determined factors, employee contributions provided the employee completes certain levels of service annually. For the plan years 2013, 2012 and 2011, the Board of Directors suspended the Company’s matching. The Board will re-evaluate the Company’s matching policy for plan year 2014 later this year. For the fiscal years ended March 31, 2013, 2012 and 2011, the Company recorded expenses of approximately $6,500, $7,500, and $7,000, respectively, related to this plan.

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Finance Receivables - Information regarding the delinquency rates with respect to contracts and direct loans (Details 5) (USD $)	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross Balance Outstanding	$ 4,132,000	$ 2,572,000	$ 2,035,000
Contracts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross Balance Outstanding	386,940,093	382,766,667	368,099,418
30 - 59 days	10,557,122	8,994,485	6,106,211
30 - 59 days (in percentage)	2.73%	2.35%	1.66%
60 - 89 days	2,723,456	1,889,643	1,468,079
60 - 89 days (in percentage)	0.70%	0.49%	0.40%
90 + days	1,373,507	663,521	549,518
90 + days (in percentage)	0.35%	0.17%	0.15%
Total	14,654,085	11,547,649	8,123,808
Total (in percentage)	3.78%	3.01%	2.21%
Direct Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross Balance Outstanding	8,781,637	6,221,688	4,850,865
30 - 59 days	72,364	48,899	37,399
30 - 59 days (in percentage)	0.82%	0.79%	0.77%
60 - 89 days	21,509	14,257	5,636
60 - 89 days (in percentage)	0.25%	0.23%	0.11%
90 + days	13,790	4,933	11,919
90 + days (in percentage)	0.16%	0.07%	0.25%
Total	$ 107,663	$ 68,089	$ 54,954
Total (in percentage)	1.23%	1.09%	1.13%

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Interest Rate Swap Agreements (Detail Textuals) (USD $)	Mar. 31, 2010
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Accumulated other comprehensive loss	$ 178,000

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Summary of Significant Accounting Policies - Basic and diluted earnings per share (Details 7) (USD $)	3 Months Ended								12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Accounting Policies [Abstract]
Numerator for earnings per share - net income	$ 4,787,296	$ 4,596,056	$ 5,150,138	$ 5,407,456	$ 6,001,993	$ 5,378,843	$ 5,532,365	$ 5,308,558	$ 19,940,946	$ 22,221,759	$ 16,768,294
Denominator:
Denominator for basic earnings per share - weighted average shares									11,977,174	11,747,160	11,607,341
Effect of dilutive securities:
Stock options and other share awards									241,242	285,971	286,177
Denominator for diluted earnings per share									12,218,416	12,033,131	11,893,518
Earnings per share - basic (in dollars per share)	$ 0.40	$ 0.38	$ 0.43	$ 0.45	$ 0.51	$ 0.46	$ 0.47	$ 0.46	$ 1.66	$ 1.89	$ 1.44
Earnings per share - diluted (in dollars per share)	$ 0.39	$ 0.38	$ 0.42	$ 0.44	$ 0.50	$ 0.45	$ 0.46	$ 0.44	$ 1.63	$ 1.85	$ 1.41

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Income Taxes (Tables)

12 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Schedule of provision for income taxes

	2013		2012		2011
Current:
Federal	$	10,187,010	$	11,799,843	$	10,275,756
State		1,661,860		1,881,400		1,683,652
Total current		11,848,870		13,681,243		11,959,408
Deferred:
Federal		598,674		211,544		(1,237,850	)
State		97,665		33,729		(202,818	)
Total deferred		696,339		245,273		(1,440,668	)
Income tax expense	$	12,545,209	$	13,926,516	$	10,518,740

Schedule of deferred tax assets and liabilities

	2013		2012
Allowance for credit losses not currently deductible for tax purposes	$	7,448,933	$	8,456,988
Share-based compensation		522,573		436,131
Interest rate swaps		193,258		—
Other items		262,197		230,181
Deferred income taxes	$	8,426,961	$	9,123,300

Schedule of provision for income taxes reflects an effective tax rate

	2013		2012		2011
Provision for income taxes at Federal statutory rate	$	11,370,154	$	12,651,896	$	9,550,462
Increase resulting from:
State income taxes, net of Federal benefit		1,143,692		1,244,834		966,543
Other		31,363		29,786		1,735
Income tax expense	$	12,545,209	$	13,926,516	$	10,518,740

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Fair Value Disclosures (Tables)

12 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Schedule of 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:
March 31, 2013	$	—	$	504,852	$	—	$	504,852
March 31, 2012	$	—	$	—	$	—	$	—

Schedule of financial instruments not measured at fair value

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Cash:
March 31, 2013	$	2,797,716	$	—	$	—	$	2,797,716
March 31, 2012	$	2,803,054	$	—	$	—	$	2,803,054
Finance receivables:
March 31, 2013	$	—	$	—	$	249,825,801	$	249,825,801
March 31, 2012	$	—	$	—	$	241,253,430	$	241,253,430
Line of credit:
March 31, 2013	$	—	$	125,500,000	$	—	$	125,500,000
March 31, 2012	$	—	$	112,000,000	$	—	$	112,000,000

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Finance Receivables - Reconciliation of the changes in the allowance for credit losses on direct loans (Details 3) (USD $)	3 Months Ended								12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Provision for credit losses	$ 3,542,077	$ 3,484,811	$ 3,261,721	$ 3,103,266	$ 2,600,949	$ 3,507,659	$ 3,209,524	$ 3,049,461	$ 13,391,875	$ 12,367,593	$ 15,611,544
Direct Loans
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of year				492,184				378,418	492,184	378,418	382,869
Provision for credit losses									139,493	182,062	125,937
Losses absorbed									(190,871)	(93,041)	(173,970)
Recoveries									27,111	24,745	43,582
Balance at end of year	$ 467,917				$ 492,184				$ 467,917	$ 492,184	$ 378,418

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Summary of Significant Accounting Policies - Summary of change to consolidated statements of cash flows (operating activities) (Details 3) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Consolidated Statements of Cash Flows (Operating Activities)
Net income	$ 19,940,946	$ 22,221,759	$ 16,768,294
Provision for credit losses	13,391,875	12,367,593	15,611,544
Deferred income taxes	696,339	245,273	(1,440,668)
Amortization of dealer discounts	(11,482,251)	(12,348,448)	(10,941,553)
Net cash provided by operating activities	25,620,155	21,874,879	21,357,624
Reported
Consolidated Statements of Cash Flows (Operating Activities)
Net income		22,230,292	16,805,184
Provision for credit losses		5,319	4,610,221
Deferred income taxes		250,566	(1,417,788)
Amortization of dealer discounts
Net cash provided by operating activities		21,874,879	21,357,624
Correction
Consolidated Statements of Cash Flows (Operating Activities)
Net income		(8,533)	(36,890)
Provision for credit losses		12,362,274	11,001,323
Deferred income taxes		(5,293)	(22,880)
Amortization of dealer discounts		(12,348,448)	(10,941,553)
Net cash provided by operating activities

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Summary of Significant Accounting Policies (Detail Textuals 1) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Accounting Policies [Abstract]
Amount of unearned interest, discounts and allowance for credit losses	$ 143,627,000	$ 146,047,000
Amount of gross finance receivables not accruing interest	4,132,000	2,572,000	2,035,000
Cash paid for income taxes	11,273,000	13,764,000	12,068,000
Cash paid for interest	$ 5,043,000	$ 4,878,000	$ 5,720,000
Average dealer discount associated with new volume	8.54%	9.23%	9.55%

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Finance Receivables (Detail Textuals) (USD $)						12 Months Ended					12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Contracts	Mar. 31, 2012 Contracts	Mar. 31, 2011 Contracts	Mar. 31, 2013 Contracts Minimum	Mar. 31, 2013 Contracts Maximum	Mar. 31, 2013 Direct Loans	Mar. 31, 2012 Direct Loans	Mar. 31, 2011 Direct Loans	Mar. 31, 2013 Direct Loans Minimum	Mar. 31, 2013 Direct Loans Maximum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Initial term of the indirect finance receivables						12 months	72 months
Initial term of the direct finance receivables											6 months	48 months
Weighted average interest rate of receivables			23.34%	23.58%				25.84%	26.14%
Finance receivables, net	$ 249,825,801	$ 241,253,430	$ 243,312,779	$ 236,719,874	$ 225,500,697			$ 6,513,022	$ 4,533,556	$ 3,581,892	$ 1,000	$ 9,000
Percentage of Direct loan to the total loan portfolio								2.00%

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Summary of Significant Accounting Policies - Summary of change to consolidated balance sheet (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Consolidated Balance Sheet
Finance receivables, net	$ 249,825,801	$ 241,253,430
Deferred income taxes	8,426,961	9,123,300
Retained earnings	96,933,548	106,837,118
Reported
Consolidated Balance Sheet
Finance receivables, net		242,348,521
Deferred income taxes		8,704,099
Retained earnings		107,513,008
Correction
Consolidated Balance Sheet
Finance receivables, net		(1,095,091)
Deferred income taxes		419,201
Retained earnings		$ (675,890)

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Share-Based Payments - Summary of weighted-average assumptions (Details) (Stock options)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	0.71%	1.84%	1.88%
Weighted average expected original term	5 years	5 years	5 years
Expected volatility	48.00%	49.00%	49.00%
Expected dividend yield	3.20%	0.00%	0.00%

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Commitments and Contingencies (Detail Textuals) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 1,933,000	$ 1,761,000	$ 1,599,000

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Income Taxes - Provision for income taxes reflects an effective U.S tax rate, which differs from the corporate tax rate (Details 2) (USD $)	3 Months Ended								12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Income Tax Disclosure [Abstract]
Provision for income taxes at Federal statutory rate									$ 11,370,154	$ 12,651,896	$ 9,550,462
Increase resulting from:
State income taxes, net of Federal benefit									1,143,692	1,244,834	966,543
Other									31,363	29,786	1,735
Income tax expense	$ 3,046,179	$ 2,878,811	$ 3,238,458	$ 3,381,761	$ 3,749,890	$ 3,340,762	$ 3,504,456	$ 3,331,408	$ 12,545,209	$ 13,926,516	$ 10,518,740

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Finance Receivables - Summary of contracts included in finance receivables (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
Indirect finance receivables, gross contract	$ 4,132,000	$ 2,572,000	$ 2,035,000
Indirect finance receivables, net	249,825,801	241,253,430
Contracts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Indirect finance receivables, gross contract	386,940,093	382,766,667	368,099,418
Unearned interest	(111,121,493)	(109,456,018)	(105,622,007)
Indirect finance receivables, net of unearned interest	275,818,600	273,310,649	262,477,411
Unearned dealer discounts	(16,415,169)	(17,091,567)	(17,024,119)
Indirect finance receivables, net of unearned interest and unearned dealer discounts	259,403,431	256,219,082	245,453,292
Allowance for credit losses	(16,090,652)	(19,499,208)	(19,952,595)	(16,383,893)
Indirect finance receivables, net	$ 243,312,779	$ 236,719,874	$ 225,500,697

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Share-Based Payments (Detail Textuals 1) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash received from exercise of option	$ 612,465	$ 830,277	$ 55,610
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options exercised	97,594
Number of stock options forfeited	26,840
Cash received from exercise of option	612,000	830,000	56,000
Income tax benefits	262,000	511,000	64,000
Unrecognized compensation cost	477,000
Weighted-average period expected to be recognized	4 years
Stock options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of stock options exercised	$ 0.77
Exercise price of stock options forfeited	$ 2.77
Stock options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of stock options exercised	$ 10.96
Exercise price of stock options forfeited	$ 12.96
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 776,000
Weighted-average period expected to be recognized	2 years
Number of shares awarded	85,000
Weighted average grant date fair value	$ 13.07
Performance Share Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares awarded	33,500
Weighted average grant date fair value	$ 13.11
Number of performance shares forfeited	23,000
Weighted average grant date fair value for forfeited shares	$ 13.04

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Interest Rate Swap Agreements (Tables)

12 Months Ended

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of notional amounts of interest rate swaps

	2013		2012		2011
Notional amounts at beginning of year	$	—	$	—	$	50,000,000
New contracts		50,000,000		—		—
Matured contracts		—		—		(50,000,000	)
Notional amounts at end of year	$	50,000,000	$	—	$	—

Schedule of locations and amounts of losses recognized in income

	2013			2012		2011
Periodic change in fair value of interest rate swaps	$	(504,852	)	$	—	$	783,678
Losses reclassified from accumulated other comprehensive loss		—			—		(288,542	)
		(504,852	)		—		495,136
Periodic settlement differentials included in interest expense		(277,364	)		—		(801,048	)
Loss recognized in income	$	(782,216	)	$	—	$	(305,912	)

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

	2013			2012
Average variable rate received		0.22	%		0.00	%
Average fixed rate paid		0.94	%		0.00	%

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Consolidated Statements of Comprehensive Income (Parentheticals) (USD $)	12 Months Ended
	Mar. 31, 2011
Statement Of Other Comprehensive Income [Abstract]
Tax effect, reclassification adjustment for loss on interest rate swaps (in dollars)	$ 110,452

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Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operating activities:
Net income	$ 19,940,946	$ 22,221,759	$ 16,768,294
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	284,594	287,839	266,686
Gain on sale of property and equipment	(11,339)	(26,945)	(25,792)
Provision for credit losses	13,391,875	12,367,593	15,611,544
Amortization of dealer discounts	(11,482,251)	(12,348,448)	(10,941,553)
Deferred income taxes	696,339	245,273	(1,440,668)
Share-based compensation	812,004	551,912	660,328
Change in fair value of interest rate swap agreements	504,852		(495,136)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	14,294	(70,425)	101,807
Accounts payable and accrued expenses	793,150	(596,958)	1,068,422
Income taxes receivable	394,536	(731,289)	(187,065)
Deferred revenues	281,155	(25,432)	(29,243)
Net cash provided by operating activities	25,620,155	21,874,879	21,357,624
Cash flows from investing activities:
Purchase and origination of finance contracts	(141,562,259)	(134,347,957)	(134,049,373)
Principal payments received	131,080,264	122,157,971	101,715,052
Decrease (increase) in assets held for resale	169,337	(317,861)	14,991
Purchase of property and equipment	(271,003)	(320,537)	(393,782)
Proceeds from sale of property and equipment	14,951	72,170	42,670
Net cash used in investing activities	(10,568,710)	(12,756,214)	(32,670,442)
Cash flows from financing activities:
Net proceeds (repayment of) from line of credit	13,500,000	(6,000,000)	10,725,029
Payment of cash dividend	(29,844,516)	(3,593,021)
Increase (decrease) in drafts payable	494,232	(276,530)	937,402
Proceeds from exercise of stock options	612,465	830,277	55,610
Excess tax benefits from exercise of stock options, vesting of restricted share awards and issuance of performance share awards	181,036	706,123	78,423
Net cash (used in) provided by financing activities	(15,056,783)	(8,333,151)	11,796,464
Net (decrease) increase in cash	(5,338)	785,514	483,646
Cash, beginning of year	2,803,054	2,017,540	1,533,894
Cash, end of year	2,797,716	2,803,054	2,017,540
Supplemental disclosure of noncash investing and financing activities:
Decrease in accumulated other comprehensive loss for change in fair value of interest rate swap agreements			178,090
Shortfall of tax benefits from vesting of restricted share awards and performance share awards			$ (1,450)

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Finance Receivables

12 Months Ended

Mar. 31, 2013

Receivables [Abstract]

Finance Receivables

3. Finance Receivables

Finance receivables consist of Contracts and direct consumer loans (“Direct Loans”), each of which comprise a portfolio segment. Each portfolio segment consists of smaller balance homogeneous loans which are collectively evaluated for impairment.

The Company purchases individual Contracts from new and used automobile dealers in its markets. There is no relationship between the Company and the dealer with respect to a given contract once the assignment of that contract is complete. The dealer has no vested interest in the performance of any installment contract the Company purchases. The Company charges-off receivables when an individual account has become more than 120 days contractually delinquent. In the event of repossession the charge-off will occur in the month in which the vehicle was repossessed.

Contracts included in finance receivables are detailed as follows as of fiscal years ended March 31:

	2013			2012			2011
Indirect finance receivables, gross contract	$	386,940,093		$	382,766,667		$	368,099,418
Unearned interest		(111,121,493	)		(109,456,018	)		(105,622,007	)
Indirect finance receivables, net of unearned interest		275,818,600			273,310,649			262,477,411
Unearned dealer discounts		(16,415,169	)		(17,091,567	)		(17,024,119	)
Indirect finance receivables, net of unearned interest and unearned dealer discounts		259,403,431			256,219,082			245,453,292
Allowance for credit losses		(16,090,652	)		(19,499,208	)		(19,952,595	)
Indirect finance receivables, net	$	243,312,779		$	236,719,874		$	225,500,697

The terms of the Contracts range from 12 to 72 months and bear a weighted average contractual interest rate of 23.34% and 23.58% as of March 31, 2013 and 2012, respectively.

The following table sets forth a reconciliation of the changes in the allowance for credit losses on Contracts for the fiscal years ended March 31:

	2013			2012			2011
Balance at beginning of year	$	19,499,208		$	19,952,595		$	16,383,893
Provision for credit losses		13,252,382			12,185,529			15,485,607
Losses absorbed		(19,851,080	)		(14,971,422	)		(14,036,888	)
Recoveries		3,190,142			2,405,750			2,255,683
Discounts accreted		—			(73,244	)		(135,700	)
Balance at end of year	$	16,090,652		$	19,499,208		$	19,952,595

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 March 31, 2013, the average model year of vehicles collateralizing the portfolio was 2005. The average loan to value ratio, which expresses the amount of the Contract as a percentage of the value of the automobile, is approximately 93%. The Company utilizes a static pool approach to track portfolio performance. If the allowance for credit losses is determined to be inadequate for a static pool, then an additional charge to income through the provision is used to maintain adequate reserves based on management’s evaluation of the risk inherent in the loan portfolio, the composition of the portfolio, and current economic conditions. Such evaluation, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, management’s estimate of probable credit losses and other factors that warrant recognition in providing for an adequate allowance for credit losses. In determining the provision and allowance for loan for credit losses, we consider the reduction in the net carrying amount of finance receivables resulting from dealer discounts.

Direct Loans are also included in finance receivables and are detailed as follows as of fiscal years ended March 31:

	2013			2012			2011
Direct finance receivables, gross contract	$	8,781,637		$	6,221,688		$	4,850,865
Unearned interest		(1,800,698	)		(1,195,948	)		(890,555	)
Direct finance receivables, net of unearned interest		6,980,939			5,025,740			3,960,310
Allowance for credit losses		(467,917	)		(492,184	)		(378,418	)
Direct finance receivables, net	$	6,513,022		$	4,533,556		$	3,581,892

The terms of the Direct Loans range from 6 to 48 months and bear a weighted average contractual interest rate of 25.84% and 26.14% as of March 31, 2013 and 2012, respectively.

The following table sets forth a reconciliation of the changes in the allowance for credit losses on Direct Loans for the fiscal years ended March 31:

	2013			2012			2011
Balance at beginning of year	$	492,184		$	378,418		$	382,869
Provision for credit losses		139,493			182,062			125,937
Losses absorbed		(190,871	)		(93,041	)		(173,970	)
Recoveries		27,111			24,745			43,582
Balance at end of year	$	467,917		$	492,184		$	378,418

Direct Loans are loans originated directly between the Company and the consumer. These loans are typically for amounts ranging from $1,000 to $9,000 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 Contracts 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 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 March 31, 2013, 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 credit loss 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 as of March 31. A performing account is defined as an account that is less than 60 days past due. A non-performing account is defined as an account that is contractually delinquent for 60 days or more and the accrual of interest income is suspended. When an account is 120 days contractually delinquent, the account is written off.

	2013				2012
	Contracts		Direct Loans		Contracts		Direct Loans
Non-bankrupt accounts	$	386,324,594	$	8,779,270	$	382,358,608	$	4,844,683
Bankrupt accounts		615,499		2,367		408,059		6,182
Total	$	386,940,093	$	8,781,637	$	382,766,667	$	4,850,865
Performing accounts	$	382,843,130	$	8,746,338	$	380,213,503	$	4,833,310
Non-performing accounts		4,096,963		35,299		2,553,164		17,555
Total	$	386,940,093	$	8,781,637	$	382,766,667	$	4,850,865

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

			Delinquencies
Contracts	Gross Balance Outstanding		30 – 59 days			60 – 89 days			90 + days			Total
March 31, 2013	$	386,940,093	$	10,557,122		$	2,723,456		$	1,373,507		$	14,654,085
				2.73	%		0.70	%		0.35	%		3.78	%
March 31, 2012	$	382,766,667	$	8,994,485		$	1,889,643		$	663,521		$	11,547,649
				2.35	%		0.49	%		0.17	%		3.01	%
March 31, 2011	$	368,099,418	$	6,106,211		$	1,468,079		$	549,518		$	8,123,808
				1.66	%		0.40	%		0.15	%		2.21	%
Direct Loans	Gross Balance Outstanding		30 – 59 days			60 – 89 days			90 + days			Total
March 31, 2013	$	8,781,637	$	72,364		$	21,509		$	13,790		$	107,663
				0.82	%		0.25	%		0.16	%		1.23	%
March 31, 2012	$	6,221,688	$	48,899		$	14,257		$	4,933		$	68,089
				0.79	%		0.23	%		0.07	%		1.09	%
March 31, 2011	$	4,850,865	$	37,399		$	5,636		$	11,919		$	54,954
				0.77	%		0.11	%		0.25	%		1.13	%

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Quarterly Results of Operations (Unaudited) - Summary (Details) (USD $)	0 Months Ended	1 Months Ended	0 Months Ended			3 Months Ended								12 Months Ended
	May 02, 2012	Feb. 19, 2013	Dec. 11, 2012	Nov. 09, 2012	Aug. 08, 2012	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Quarterly Financial Data [Abstract]
Total revenue						$ 20,372,438	$ 20,604,861	$ 20,705,421	$ 20,427,726	$ 20,419,586	$ 20,219,413	$ 20,262,360	$ 19,613,691	$ 82,110,446	$ 80,515,050	$ 73,715,079
Interest expense						1,403,441	1,275,015	1,250,231	1,192,140	1,189,117	1,236,866	1,236,893	1,228,978	5,120,827	4,891,854	5,599,951
Provision for credit losses						3,542,077	3,484,811	3,261,721	3,103,266	2,600,949	3,507,659	3,209,524	3,049,461	13,391,875	12,367,593	15,611,544
Non-interest expense						7,593,445	8,370,168	7,804,873	7,343,103	6,877,637	6,755,283	6,779,122	6,695,286
Operating income before income taxes						7,833,475	7,474,867	8,388,596	8,789,217	9,751,883	8,719,605	9,036,821	8,639,966	32,486,155	36,148,275	27,287,034
Income tax expense						3,046,179	2,878,811	3,238,458	3,381,761	3,749,890	3,340,762	3,504,456	3,331,408	12,545,209	13,926,516	10,518,740
Net income						$ 4,787,296	$ 4,596,056	$ 5,150,138	$ 5,407,456	$ 6,001,993	$ 5,378,843	$ 5,532,365	$ 5,308,558	$ 19,940,946	$ 22,221,759	$ 16,768,294
Earnings per share:
Basic (in dollars per share)						$ 0.40	$ 0.38	$ 0.43	$ 0.45	$ 0.51	$ 0.46	$ 0.47	$ 0.46	$ 1.66	$ 1.89	$ 1.44
Diluted (in dollars per share)						$ 0.39	$ 0.38	$ 0.42	$ 0.44	$ 0.50	$ 0.45	$ 0.46	$ 0.44	$ 1.63	$ 1.85	$ 1.41
Dividends declared per share (in dollars per share)	$ 0.10	$ 0.12	$ 2.00	$ 0.12	$ 0.12	$ 0.12	$ 2.12	$ 0.12	$ 0.10	$ 0.10	$ 0.10	$ 0.10	$ 0.00	$ 2.46	$ 0.30	$ 0.00

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Organization

12 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Organization

1. Organization

Nicholas Financial, Inc. (“Nicholas Financial – Canada”) is a Canadian holding company incorporated under the laws of British Columbia with two wholly-owned United States subsidiaries, Nicholas Data Services, Inc. (“NDS”) and Nicholas Financial, Inc. (“NFI”). NDS is engaged principally in the development, marketing and support of computer application software. NFI is a specialized consumer finance company engaged primarily in acquiring and servicing automobile finance installment contracts (“Contracts”) for purchases of new and used automobiles and light trucks. To a lesser extent, NFI also offers direct loans and sells consumer-finance related products. Both NDS and NFI are based in Florida, U.S.A. The accompanying consolidated financial statements are stated in U.S. dollars and are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

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Summary of Significant Accounting Policies (Detail Textuals 2) (Stock options)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of stock options not included in the computation of diluted earnings per share	120,200	53,500	28,500

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Share-Based Payments (Tables)

12 Months Ended

Mar. 31, 2013

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Schedule of grant using the black scholes option-pricing model with weighted-average assumptions

	2013			2012			2011
Risk-free interest rate		0.71	%		1.84	%		1.88	%
Weighted average expected original term		5 years			5 years			5 years
Expected volatility		48	%		49	%		49	%
Expected dividend yield		3.20	%		0.00	%		0.00	%

Schedule of option activity under the equity plans

Options	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at March 31, 2012		501,880		$	6.36
Granted		96,000		$	11.16
Exercised		(97,594	)	$	6.31
Forfeited		(26,840	)	$	10.81
Outstanding at March 31, 2013		473,446		$	5.63		5.91	$	4,296,342
Exercisable at March 31, 2013		319,726		$	3.86		4.75	$	3,467,212

Schedule of non-vested restricted shares under the 2006 plan

Restricted Share Awards	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Non-vested at March 31, 2012		100,500		$	5.85
Granted		85,000		$	13.07
Vested		(89,500	)	$	3.47
Forfeited		—		$	—
Non-vested at March 31, 2013		96,000		$	12.90		2.04	$	1,411,200

Schedule of non-vested performance shares under the 2006 plan

Performance Share Awards	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Non-vested at March 31, 2012		—		$	—
Granted		33,500		$	13.11
Vested		(10,500	)	$	13.25
Forfeited		(23,000	)	$	13.04
Non-vested at March 31, 2013		—		$	—		$

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Summary of Significant Accounting Policies - Summary of change to consolidated statements of income (Details 1) (USD $)	3 Months Ended								12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Consolidated Statements of Income
Interest and fee income on finance receivables									$ 82,072,643	$ 80,470,980	$ 73,661,457
Provision for credit losses	3,542,077	3,484,811	3,261,721	3,103,266	2,600,949	3,507,659	3,209,524	3,049,461	13,391,875	12,367,593	15,611,544
Income tax expense	3,046,179	2,878,811	3,238,458	3,381,761	3,749,890	3,340,762	3,504,456	3,331,408	12,545,209	13,926,516	10,518,740
Operating income	7,833,475	7,474,867	8,388,596	8,789,217	9,751,883	8,719,605	9,036,821	8,639,966	32,486,155	36,148,275	27,287,034
Net income	4,787,296	4,596,056	5,150,138	5,407,456	6,001,993	5,378,843	5,532,365	5,308,558	19,940,946	22,221,759	16,768,294
Earnings per share - basic (in dollars per share)	$ 0.40	$ 0.38	$ 0.43	$ 0.45	$ 0.51	$ 0.46	$ 0.47	$ 0.46	$ 1.66	$ 1.89	$ 1.44
Earnings per share - diluted (in dollars per share)	$ 0.39	$ 0.38	$ 0.42	$ 0.44	$ 0.50	$ 0.45	$ 0.46	$ 0.44	$ 1.63	$ 1.85	$ 1.41
Reported
Consolidated Statements of Income
Interest and fee income on finance receivables										68,122,532	62,719,904
Provision for credit losses										5,319	4,610,221
Income tax expense										13,931,809	10,541,620
Operating income										36,162,101	27,346,804
Net income										22,230,292	16,805,184
Earnings per share - basic (in dollars per share)										$ 1.89	$ 1.45
Earnings per share - diluted (in dollars per share)										$ 1.85	$ 1.41
Correction
Consolidated Statements of Income
Interest and fee income on finance receivables										12,348,448	10,941,553
Provision for credit losses										12,362,274	11,001,323
Income tax expense										(5,293)	(22,880)
Operating income										(13,826)	(59,770)
Net income										$ (8,533)	$ (36,890)
Earnings per share - basic (in dollars per share)											$ (0.01)
Earnings per share - diluted (in dollars per share)

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Commitments and Contingencies - Summary of annual minimum rental payments (Details) (USD $)	Mar. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
2014	$ 1,396,115
2015	939,815
2016	526,286
2017	184,554
2018	52,922
Total	$ 3,099,692

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Summary of Significant Accounting Policies - Summary of estimated useful lives of the assets (Details 6)	12 Months Ended
	Mar. 31, 2013
Automobiles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, estimated useful lives	3 years
Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, estimated useful lives	5 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, estimated useful lives	7 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, estimated useful lives	Lesser of lease term or useful life (generally 6-7 years)

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Employee Benefit Plans (Detail Textuals) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Employee Benefits and Share-Based Compensation [Abstract]
Retirement plan 401(k) recorded expenses	$ 6,500	$ 7,500	$ 7,000

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Interest Rate Swap Agreements - Summary of locations and amounts of gains (losses) recognized in income (Details 1) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Periodic change in fair value of interest rate swaps	$ (504,852)		$ 783,678
Losses reclassified from accumulated other comprehensive loss			(288,542)
Total	(504,852)		495,136
Periodic settlement differentials included in interest expense	(277,364)		(801,048)
Loss recognized in income	$ (782,216)		$ (305,912)

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Finance Receivables (Detail Textuals 1) (Contracts)	12 Months Ended
	Mar. 31, 2013
Contracts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage of average wholesale value of automobile	93.00%

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Finance Receivables - Direct loans included in finance receivables (Details 2) (USD $)	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Accounts, Notes, Loans and Financing Receivable [Line Items]
Direct finance receivables, gross contract	$ 4,132,000	$ 2,572,000	$ 2,035,000
Indirect / Direct finance receivables, net	249,825,801	241,253,430
Direct Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Direct finance receivables, gross contract	8,781,637	6,221,688	4,850,865
Unearned interest	(1,800,698)	(1,195,948)	(890,555)
Indirect / Direct finance receivables, net of unearned interest	6,980,939	5,025,740	3,960,310
Allowance for credit losses	(467,917)	(492,184)	(378,418)	(382,869)
Indirect / Direct finance receivables, net	$ 6,513,022	$ 4,533,556	$ 3,581,892

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Consolidated Balance Sheets (Parentheticals) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Statement Of Financial Position [Abstract]
Preferred stock, no par value (in dollars per share)
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Common stock, no par value (in dollars per share)
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	12,154,069	11,960,975

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Interest Rate Swap Agreements

12 Months Ended

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Interest Rate Swap Agreements

6. Interest Rate Swap Agreements

The Company utilizes interest rate swap agreements to manage exposure to variability in expected cash flows attributable to interest rate risk. The swap agreements convert a portion of the Company’s floating rate debt to a fixed rate, more closely matching the interest rate characteristics of the Company’s finance receivables. The following table summarizes the activity in the Company’s notional amounts of interest rate swap agreements for fiscal years ended March 31:

	2013		2012		2011
Notional amounts at beginning of year	$	—	$	—	$	50,000,000
New contracts		50,000,000		—		—
Matured contracts		—		—		(50,000,000	)
Notional amounts at end of year	$	50,000,000	$	—	$	—

The new contracts that were entered into during fiscal year-end 2013 are not designated as hedges. The interest rate swaps that matured during 2011 were previously designated as cash flow hedges. Based on credit market events that transpired in October 2008, the Company made an economic decision to elect the prime rate pricing option available under the Line for the month of October 2008. As a result, the critical terms of the interest rate swaps and hedged interest payments were no longer identical, and the Company undesignated its interest rate swaps as cash flow hedges. Consequently, beginning in October 2008 changes in the fair value of interest rate swaps (unrealized gains and losses) were recorded in earnings. Unrealized losses previously recorded in accumulated other comprehensive loss were reclassified into earnings as interest payments on the Line affect earnings over the remaining term of the respective swap agreements. The Company did not use interest rate swaps for speculative purposes and they were only intended for use as economic hedges.

The locations and amounts of gains (losses) recognized in income are detailed as follows for the fiscal years ended March 31:

	2013			2012		2011
Periodic change in fair value of interest rate swaps	$	(504,852	)	$	—	$	783,678
Losses reclassified from accumulated other comprehensive loss		—			—		(288,542	)
		(504,852	)		—		495,136
Periodic settlement differentials included in interest expense		(277,364	)		—		(801,048	)
Loss recognized in income	$	(782,216	)	$	—	$	(305,912	)

Accumulated other comprehensive loss as of March 31, 2010 of approximately $178,000, represents the after-tax effect of the derivative losses prior to October 2008 when the swaps were designated and qualifying as cash flow hedges. As of March 31, 2011, no remaining accumulated other comprehensive loss exists to be reclassified and affect net earnings.

Net realized gains and losses from the swap agreements were recorded in the interest expense line item of the consolidated statement of income.

The following table summarizes the average variable rates received and average fixed rates paid under the swap agreements as of March 31:

	2013			2012
Average variable rate received		0.22	%		0.00	%
Average fixed rate paid		0.94	%		0.00	%

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Consolidated Statements of Comprehensive Income (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Statement Of Other Comprehensive Income [Abstract]
Net income	$ 19,940,946	$ 22,221,759	$ 16,768,294
Other comprehensive income, net of tax
Reclassification adjustment for loss on interest rate swap agreements, net of tax of $110,452 for 2011			178,090
Comprehensive income	$ 19,940,946	$ 22,221,759	$ 16,946,384

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Fair Value Disclosures - Assets and liabilities recorded at fair value on a recurring basis (Details) (Recurring Basis, USD $)	Mar. 31, 2013	Mar. 31, 2012
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap agreements
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap agreements	504,852
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap agreements
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap agreements	$ 504,852

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Consolidated Balance Sheets (USD $)	Mar. 31, 2013	Mar. 31, 2012
Assets
Cash	$ 2,797,716	$ 2,803,054
Finance receivables, net	249,825,801	241,253,430
Assets held for resale	1,203,664	1,373,001
Prepaid expenses and other assets	736,746	751,040
Income taxes receivable	102,999	497,535
Property and equipment, net	741,581	758,784
Deferred income taxes	8,426,961	9,123,300
Total assets	263,835,468	256,560,144
Liabilities and shareholders' equity
Line of credit	125,500,000	112,000,000
Drafts payable	2,096,311	1,602,079
Accounts payable and accrued expenses	7,405,579	6,612,429
Deferred revenues	1,363,630	1,082,475
Interest rate swap agreements	504,852
Total liabilities	136,870,372	121,296,983
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par: 5,000,000 shares authorized; none issued
Common stock, no par: 50,000,000 shares authorized; 12,154,069 and 11,960,975 shares issued, respectively	30,031,548	28,426,043
Retained earnings	96,933,548	106,837,118
Total shareholders' equity	126,965,096	135,263,161
Total liabilities and shareholders' equity	$ 263,835,468	$ 256,560,144

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Finance Receivables (Detail Textuals 2)	12 Months Ended
	Mar. 31, 2013
Receivables [Abstract]
Maximum criteria for receivable to be a performing account	60 days
Minimum criteria for receivable to be a non-performing account	60 days
Criteria for receivable to be delinquent account	120 days

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Commitments and Contingencies (Tables)

12 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum rental payments under operating lease

Fiscal Year ending March 31:
2014	$	1,396,115
2015		939,815
2016		526,286
2017		184,554
2018		52,922
	$	3,099,692

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Finance Receivables (Tables)

12 Months Ended

Mar. 31, 2013

Accounts, Notes, Loans and Financing Receivable [Line Items]

Schedule of the credit quality by creditworthiness

	2013				2012
	Contracts		Direct Loans		Contracts		Direct Loans
Non-bankrupt accounts	$	386,324,594	$	8,779,270	$	382,358,608	$	4,844,683
Bankrupt accounts		615,499		2,367		408,059		6,182
Total	$	386,940,093	$	8,781,637	$	382,766,667	$	4,850,865
Performing accounts	$	382,843,130	$	8,746,338	$	380,213,503	$	4,833,310
Non-performing accounts		4,096,963		35,299		2,553,164		17,555
Total	$	386,940,093	$	8,781,637	$	382,766,667	$	4,850,865

Schedule of information regarding delinquency rates

			Delinquencies
Contracts	Gross Balance Outstanding		30 – 59 days			60 – 89 days			90 + days			Total
March 31, 2013	$	386,940,093	$	10,557,122		$	2,723,456		$	1,373,507		$	14,654,085
				2.73	%		0.70	%		0.35	%		3.78	%
March 31, 2012	$	382,766,667	$	8,994,485		$	1,889,643		$	663,521		$	11,547,649
				2.35	%		0.49	%		0.17	%		3.01	%
March 31, 2011	$	368,099,418	$	6,106,211		$	1,468,079		$	549,518		$	8,123,808
				1.66	%		0.40	%		0.15	%		2.21	%
Direct Loans	Gross Balance Outstanding		30 – 59 days			60 – 89 days			90 + days			Total
March 31, 2013	$	8,781,637	$	72,364		$	21,509		$	13,790		$	107,663
				0.82	%		0.25	%		0.16	%		1.23	%
March 31, 2012	$	6,221,688	$	48,899		$	14,257		$	4,933		$	68,089
				0.79	%		0.23	%		0.07	%		1.09	%
March 31, 2011	$	4,850,865	$	37,399		$	5,636		$	11,919		$	54,954
				0.77	%		0.11	%		0.25	%		1.13	%

Contracts

Accounts, Notes, Loans and Financing Receivable [Line Items]

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

	2013			2012			2011
Indirect finance receivables, gross contract	$	386,940,093		$	382,766,667		$	368,099,418
Unearned interest		(111,121,493	)		(109,456,018	)		(105,622,007	)
Indirect finance receivables, net of unearned interest		275,818,600			273,310,649			262,477,411
Unearned dealer discounts		(16,415,169	)		(17,091,567	)		(17,024,119	)
Indirect finance receivables, net of unearned interest and unearned dealer discounts		259,403,431			256,219,082			245,453,292
Allowance for credit losses		(16,090,652	)		(19,499,208	)		(19,952,595	)
Indirect finance receivables, net	$	243,312,779		$	236,719,874		$	225,500,697

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

	2013			2012			2011
Balance at beginning of year	$	19,499,208		$	19,952,595		$	16,383,893
Provision for credit losses		13,252,382			12,185,529			15,485,607
Losses absorbed		(19,851,080	)		(14,971,422	)		(14,036,888	)
Recoveries		3,190,142			2,405,750			2,255,683
Discounts accreted		—			(73,244	)		(135,700	)
Balance at end of year	$	16,090,652		$	19,499,208		$	19,952,595

Direct Loans

Accounts, Notes, Loans and Financing Receivable [Line Items]

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

	2013			2012			2011
Direct finance receivables, gross contract	$	8,781,637		$	6,221,688		$	4,850,865
Unearned interest		(1,800,698	)		(1,195,948	)		(890,555	)
Direct finance receivables, net of unearned interest		6,980,939			5,025,740			3,960,310
Allowance for credit losses		(467,917	)		(492,184	)		(378,418	)
Direct finance receivables, net	$	6,513,022		$	4,533,556		$	3,581,892

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

	2013			2012			2011
Balance at beginning of year	$	492,184		$	378,418		$	382,869
Provision for credit losses		139,493			182,062			125,937
Losses absorbed		(190,871	)		(93,041	)		(173,970	)
Recoveries		27,111			24,745			43,582
Balance at end of year	$	467,917		$	492,184		$	378,418

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Finance Receivables - Summary of reconciliation of the changes in the allowance for credit losses on contracts (Details 1) (USD $)	3 Months Ended								12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Provision for credit losses	$ 3,542,077	$ 3,484,811	$ 3,261,721	$ 3,103,266	$ 2,600,949	$ 3,507,659	$ 3,209,524	$ 3,049,461	$ 13,391,875	$ 12,367,593	$ 15,611,544
Contracts
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of year				19,499,208				19,952,595	19,499,208	19,952,595	16,383,893
Provision for credit losses									13,252,382	12,185,529	15,485,607
Losses absorbed									(19,851,080)	(14,971,422)	(14,036,888)
Recoveries									3,190,142	2,405,750	2,255,683
Discounts accreted										(73,244)	(135,700)
Balance at end of year	$ 16,090,652				$ 19,499,208				$ 16,090,652	$ 19,499,208	$ 19,952,595

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Interest Rate Swap Agreements - Summary of the activity in the company's notional amounts of interest rate swap agreements (Details) (Interest Rate Swap, USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Interest Rate Swap
Derivatives Fair Value [Roll Forward]
Notional amounts at beginning of year			$ 50,000,000
New contracts	50,000,000
Matured contracts			(50,000,000)
Notional amounts at end of year	$ 50,000,000

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Share-Based Payments - Summary of option activity under the equity plans (Details 1) (Stock options, USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding [Roll Forward]
Granted, shares	96,000	45,000	28,500
Exercised, shares	97,594
Forfeited, shares	26,840
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Granted, weighted average exercise price	$ 4.15	$ 5.73	$ 4.19
Equity plans
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at March 31, 2012, shares	501,880
Granted, shares	96,000
Exercised, shares	(97,594)
Forfeited, shares	(26,840)
Outstanding at March 31, 2013, shares	473,446
Exercisable at March 31, 2013, shares	319,726
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding at March 31, 2012, weighted average exercise price	$ 6.36
Granted, weighted average exercise price	$ 11.16
Exercised, weighted average exercise price	$ 6.31
Forfeited, weighted average exercise price	$ 10.81
Outstanding at March 31, 2013, weighted average exercise price	$ 5.63
Exercisable at March 31, 2013, weighted average exercise price	$ 3.86
Outstanding at March 31, 2013, weighted average remaining contractual term	5 years 10 months 28 days
Exercisable at March 31, 2013, weighted average remaining contractual term	4 years 9 months
Outstanding at March 31, 2013, aggregate intrinsic value	$ 4,296,342
Exercisable at March 31, 2013, aggregate intrinsic value	$ 3,467,212

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Summary of Significant Accounting Policies (Detail Textuals) (USD $) In Millions, except Per Share data, unless otherwise specified	1 Months Ended	0 Months Ended								1 Months Ended		3 Months Ended								12 Months Ended			0 Months Ended	1 Months Ended
	Feb. 19, 2013	Dec. 06, 2012	Dec. 11, 2012	Nov. 09, 2012	Sep. 06, 2012	Aug. 08, 2012	Jun. 06, 2012	May 02, 2012	Nov. 10, 2009	Mar. 29, 2013	Dec. 28, 2012	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011	May 07, 2013 Subsequent event	Jun. 28, 2013 Subsequent event
Significant Accounting Policies [Line Items]
Dividends declared per share (in dollars per share)	$ 0.12		$ 2.00	$ 0.12		$ 0.12		$ 0.10				$ 0.12	$ 2.12	$ 0.12	$ 0.10	$ 0.10	$ 0.10	$ 0.10	$ 0.00	$ 2.46	$ 0.30	$ 0.00	$ 0.12
Dividend paid in cash (in dollars per share)		$ 0.12			$ 0.12		$ 0.10			$ 0.12	$ 2.00													$ 0.12
Withholding tax payable percentage																				5.00%
Percentage of stock dividend declared									10.00%
Amount of re-capitalization of shareholders' equity from retained earnings to common stock									$ 6.5
Description of stock dividend derived									On November 10, 2009 the Boards of Directors declared a 10% stock dividend on December 7, 2009 to shareholders of record on November 20, 2009. As a result of this stock dividend, an entry of approximately $6.5 million was made to reflect the re-capitalization of shareholders' equity from retained earnings to common stock. This amount was derived from the quoted market value of the shares at the date of declaration ($6.10) times the number of shares issued as a result of the 10% stock dividend.

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Summary of Significant Accounting Policies - Contracts included in finance receivables (Details 4) (USD $)	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Indirect finance receivables, gross contract	$ 4,132,000	$ 2,572,000	$ 2,035,000
Indirect finance receivables, net	249,825,801	241,253,430
Contracts
Indirect finance receivables, gross contract	386,940,093	382,766,667	368,099,418
Unearned interest	(111,121,493)	(109,456,018)	(105,622,007)
Indirect finance receivables, net of unearned interest	275,818,600	273,310,649	262,477,411
Unearned dealer discount	(16,415,169)	(17,091,567)	(17,024,119)
Indirect finance receivable, net of unearned interest and dealer discount		256,219,082	245,453,292
Allowance for credit losses	(16,090,652)	(19,499,208)	(19,952,595)	(16,383,893)
Indirect finance receivables, net	243,312,779	236,719,874	225,500,697
Reported
Indirect finance receivables, net		242,348,521
Reported | Contracts
Indirect finance receivables, gross contract		382,766,667	368,099,418
Unearned interest		(109,456,018)	(105,622,007)
Indirect finance receivables, net of unearned interest		273,310,649	262,477,411
Unearned dealer discount
Indirect finance receivable, net of unearned interest and dealer discount		273,310,649	262,477,411
Allowance for credit losses		(35,495,684)	(35,895,449)	(30,408,578)
Indirect finance receivables, net		237,814,965	226,581,962
Correction
Indirect finance receivables, net		(1,095,091)
Correction | Contracts
Indirect finance receivables, gross contract
Unearned interest
Indirect finance receivables, net of unearned interest
Unearned dealer discount		(17,091,567)	(17,024,119)
Indirect finance receivable, net of unearned interest and dealer discount		(17,091,567)	(17,024,119)
Allowance for credit losses		15,996,476	15,942,854	14,024,685
Indirect finance receivables, net		$ (1,095,091)	$ (1,081,265)

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Summary of Significant Accounting Policies - Reconciliation of the changes in the allowance for credit losses on contracts (Details 5) (USD $)	3 Months Ended								12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Provision for credit losses	$ 3,542,077	$ 3,484,811	$ 3,261,721	$ 3,103,266	$ 2,600,949	$ 3,507,659	$ 3,209,524	$ 3,049,461	$ 13,391,875	$ 12,367,593	$ 15,611,544
Contracts
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of year				19,499,208				19,952,595	19,499,208	19,952,595	16,383,893
Discounts acquired on new volume
Provision for credit losses									13,252,382	12,185,529	15,485,607
Losses absorbed									(19,851,080)	(14,971,422)	(14,036,888)
Recoveries									3,190,142	2,405,750	2,255,683
Discounts accreted										(73,244)	(135,700)
Balance at end of year	16,090,652				19,499,208				16,090,652	19,499,208	19,952,595
Reported
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Provision for credit losses										5,319	4,610,221
Reported | Contracts
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of year								35,895,449		35,895,449	30,408,578
Discounts acquired on new volume										12,415,896	12,919,492
Provision for credit losses										(176,745)	4,484,284
Losses absorbed										(14,971,422)	(14,036,888)
Recoveries										2,405,750	2,255,683
Discounts accreted										(73,244)	(135,700)
Balance at end of year					35,495,684					35,495,684	35,895,449
Correction
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Provision for credit losses										12,362,274	11,001,323
Correction | Contracts
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of year								(15,942,854)		(15,942,854)	(14,024,685)
Discounts acquired on new volume										(12,415,896)	(12,919,492)
Provision for credit losses										12,362,274	11,001,323
Losses absorbed
Recoveries
Discounts accreted
Balance at end of year					$ (15,996,476)					$ (15,996,476)	$ (15,942,854)

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Line of Credit

12 Months Ended

Mar. 31, 2013

Line Of Credit Facility [Abstract]

Line of Credit

5. Line of Credit

On September 1, 2011, the Company executed a new 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, 2014, is 300 basis points above 30-day LIBOR (4.00% at March 31, 2013 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 $125,500,000 and $112,000,000 as of March 31, 2013 and March 31, 2012, respectively. The amount available under the line of credit was approximately $24,500,000 and $38,000,000 as of March 31, 2013 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 March 31, 2013, the Company was in full compliance with all debt covenants.

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Income Taxes - Significant components of the company's deferred tax assets (Details 1) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Income Tax Disclosure [Abstract]
Allowance for credit losses not currently deductible for tax purposes	$ 7,448,933	$ 8,456,988
Share-based compensation	522,573	436,131
Interest rate swaps	193,258
Other items	262,197	230,181
Deferred income taxes	$ 8,426,961	$ 9,123,300

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Quarterly Results of Operations (Unaudited) (Tables)

12 Months Ended

Mar. 31, 2013

Quarterly Financial Data [Abstract]

Schedule of quarterly results of operations

	Fiscal Year ended March 31, 2013
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Total revenue	$	20,427,726	$	20,705,421	$	20,604,861	$	20,372,438
Interest expense		1,192,140		1,250,231		1,275,015		1,403,441
Provision for credit losses		3,103,266		3,261,721		3,484,811		3,542,077
Non-interest expense		7,343,103		7,804,873		8,370,168		7,593,445
Operating income before income taxes		8,789,217		8,388,596		7,474,867		7,833,475
Income tax expense		3,381,761		3,238,458		2,878,811		3,046,179
Net income	$	5,407,456	$	5,150,138	$	4,596,056	$	4,787,296
Earnings per share:
Basic	$	0.45	$	0.43	$	0.38	$	0.40
Diluted	$	0.44	$	0.42	$	0.38	$	0.39
Dividends per share	$	0.10	$	0.12	$	2.12	$	0.12
	Fiscal Year ended March 31, 2012
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Total revenue	$	19,613,691	$	20,262,360	$	20,219,413	$	20,419,586
Interest expense		1,228,978		1,236,893		1,236,866		1,189,117
Provision for credit losses		3,049,461		3,209,524		3,507,659		2,600,949
Non-interest expense		6,695,286		6,779,122		6,755,283		6,877,637
Operating income before income taxes		8,639,966		9,036,821		8,719,605		9,751,883
Income tax expense		3,331,408		3,504,456		3,340,762		3,749,890
Net income	$	5,308,558	$	5,532,365	$	5,378,843	$	6,001,993
Earnings per share:
Basic	$	0.46	$	0.47	$	0.46	$	0.51
Diluted	$	0.44	$	0.46	$	0.45	$	0.50
Dividends per share	$	0.00	$	0.10	$	0.10	$	0.10

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Summary of Significant Accounting Policies (Detail Textuals 3)	12 Months Ended
	Mar. 31, 2013
Significant Accounting Policies [Line Items]
Number of states in which entity operates	15
Number of branches	64
Finance receivables
Significant Accounting Policies [Line Items]
Concentration benchmark	more than 7%
Finance receivables | Florida
Significant Accounting Policies [Line Items]
Concentration risk percentage	33.00%
Finance receivables | Ohio
Significant Accounting Policies [Line Items]
Concentration risk percentage	14.00%
Finance receivables | Georgia
Significant Accounting Policies [Line Items]
Concentration risk percentage	10.00%
Finance receivables | North Carolina
Significant Accounting Policies [Line Items]
Concentration risk percentage	8.00%

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Income Taxes

12 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

8. Income Taxes

The provision for income taxes consists of the following for the years ended March 31:

	2013		2012		2011
Current:
Federal	$	10,187,010	$	11,799,843	$	10,275,756
State		1,661,860		1,881,400		1,683,652
Total current		11,848,870		13,681,243		11,959,408
Deferred:
Federal		598,674		211,544		(1,237,850	)
State		97,665		33,729		(202,818	)
Total deferred		696,339		245,273		(1,440,668	)
Income tax expense	$	12,545,209	$	13,926,516	$	10,518,740

The net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes are reflected in deferred income taxes. Significant components of the Company’s deferred tax assets consist of the following as of March 31:

	2013		2012
Allowance for credit losses not currently deductible for tax purposes	$	7,448,933	$	8,456,988
Share-based compensation		522,573		436,131
Interest rate swaps		193,258		—
Other items		262,197		230,181
Deferred income taxes	$	8,426,961	$	9,123,300

The provision for income taxes reflects an effective U.S tax rate, which differs from the corporate tax rate for the following reasons:

	2013		2012		2011
Provision for income taxes at Federal statutory rate	$	11,370,154	$	12,651,896	$	9,550,462
Increase resulting from:
State income taxes, net of Federal benefit		1,143,692		1,244,834		966,543
Other		31,363		29,786		1,735
Income tax expense	$	12,545,209	$	13,926,516	$	10,518,740

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Quarterly Results of Operations (Unaudited) - Summary (Detail Textuals) (USD $)	3 Months Ended
	Mar. 31, 2013
Quarterly Financial Data [Abstract]
Increased in net income for the combined first three quarters of fiscal 2013	$ 52,955
Increased in diluted earnings per share for the third quarter of fiscal 2013 (in dollars per share)	$ 0.01

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Property and Equipment

12 Months Ended

Mar. 31, 2013

Property, Plant and Equipment [Abstract]

Property and Equipment

4. Property and Equipment

Property and equipment as of March 31, 2013 and 2012 is summarized as follows:

	Cost		Accumulated Depreciation		Net Book Value
2013
Automobiles	$	537,677	$	352,249	$	185,428
Equipment		795,594		511,405		284,189
Furniture and fixtures		428,435		337,767		90,668
Leasehold improvements		1,091,218		909,922		181,296
	$	2,852,924	$	2,111,343	$	741,581
2012
Automobiles	$	618,320	$	462,551	$	155,769
Equipment		1,008,023		711,316		296,707
Furniture and fixtures		535,595		437,218		98,377
Leasehold improvements		1,058,362		850,431		207,931
	$	3,220,300	$	2,461,516	$	758,784

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Consolidated Statements of Shareholders' Equity (USD $)	Common Stock	Accumulated Other Comprehensive Loss	Retained Earnings	Total
Balance at Mar. 31, 2010	$ 25,544,820	$ (178,090)	$ 71,440,086	$ 96,806,816
Balance (in shares) at Mar. 31, 2010	11,718,870
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income			16,768,294	16,768,294
Other comprehensive income, net of tax as applicable		178,090		178,090
Issuance of common stock under stock options	55,610			55,610
Issuance of common stock under stock options (in shares)	26,090
Grants of restricted share awards, net of forfeitures (in shares)	54,000
Vested performance share awards (in shares)	7,700
Excess tax benefit on share awards, net	76,973			76,973
Share-based compensation	660,328			660,328
Balance at Mar. 31, 2011	26,337,731		88,208,380	114,546,111
Balance (in shares) at Mar. 31, 2011	11,806,660
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income			22,221,759	22,221,759
Issuance of common stock under stock options	830,277			830,277
Issuance of common stock under stock options (in shares)	174,715
Grants of restricted share awards, net of forfeitures (in shares)	(29,400)
Vested performance share awards (in shares)	9,000
Excess tax benefit on share awards, net	706,123			706,123
Share-based compensation	551,912			551,912
Cash dividend			(3,593,021)	(3,593,021)
Balance at Mar. 31, 2012	28,426,043		106,837,118	135,263,161
Balance (in shares) at Mar. 31, 2012	11,960,975
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income			19,940,946	19,940,946
Issuance of common stock under stock options	612,465			612,465
Issuance of common stock under stock options (in shares)	97,594
Grants of restricted share awards, net of forfeitures (in shares)	85,000
Vested performance share awards (in shares)	10,500
Excess tax benefit on share awards, net	181,036			181,036
Share-based compensation	812,004			812,004
Cash dividend			(29,844,516)	(29,844,516)
Balance at Mar. 31, 2013	$ 30,031,548		$ 96,933,548	$ 126,965,096
Balance (in shares) at Mar. 31, 2013	12,154,069

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Property and Equipment - Summary (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Property, Plant and Equipment [Line Items]
Cost	$ 2,852,924	$ 3,220,300
Accumulated depreciation	2,111,343	2,461,516
Property and equipment, net	741,581	758,784
Automobiles
Property, Plant and Equipment [Line Items]
Cost	537,677	618,320
Accumulated depreciation	352,249	462,551
Property and equipment, net	185,428	155,769
Equipment
Property, Plant and Equipment [Line Items]
Cost	795,594	1,008,023
Accumulated depreciation	511,405	711,316
Property and equipment, net	284,189	296,707
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Cost	428,435	535,595
Accumulated depreciation	337,767	437,218
Property and equipment, net	90,668	98,377
Leasehold improvements
Property, Plant and Equipment [Line Items]
Cost	1,091,218	1,058,362
Accumulated depreciation	909,922	850,431
Property and equipment, net	$ 181,296	$ 207,931

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Finance Receivables - Assessment of the credit quality by creditworthiness (Details 4) (USD $)	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	$ 4,132,000	$ 2,572,000	$ 2,035,000
Contracts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	386,940,093	382,766,667	368,099,418
Contracts | Non-bankrupt accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	386,324,594	382,358,608
Contracts | Bankrupt accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	615,499	408,059
Contracts | Performing accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	382,843,130	380,213,503
Contracts | Non-performing accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	4,096,963	2,553,164
Direct Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	8,781,637	6,221,688	4,850,865
Direct Loans | Non-bankrupt accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	8,779,270	4,844,683
Direct Loans | Bankrupt accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	2,367	6,182
Direct Loans | Performing accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	8,746,338	4,833,310
Direct Loans | Non-performing accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	$ 35,299	$ 17,555

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Summary of Significant Accounting Policies - Summary of change to consolidated statements of shareholders' equity (Details 2) (USD $)	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2010
Consolidated Statements of Shareholders' Equity
Total shareholders' equity	$ 126,965,096	$ 135,263,161	$ 114,546,111	$ 96,806,816
Retained Earnings
Consolidated Statements of Shareholders' Equity
Total shareholders' equity	96,933,548	106,837,118	88,208,380	71,440,086
Reported | Retained Earnings
Consolidated Statements of Shareholders' Equity
Total shareholders' equity		107,513,008	88,875,737	72,070,553
Correction | Retained Earnings
Consolidated Statements of Shareholders' Equity
Total shareholders' equity		$ (675,890)	$ (667,357)	$ (630,467)

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Share-Based Payments - Summary of the status of the company's non-vested restricted shares (Details 2) (Restricted Share Awards, USD $)	12 Months Ended
	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted, shares	85,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Granted, weighted average grant date fair value	$ 13.07
2006 Plan
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested at March 31, 2012, shares	100,500
Granted, shares	85,000
Vested, shares	(89,500)
Forfeited, shares
Non-vested at March 31, 2013, shares	96,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Non-vested at March 31, 2012, weighted average grant date fair value	$ 5.85
Granted, weighted average grant date fair value	$ 13.07
Vested, weighted average grant date fair value	$ 3.47
Forfeited, weighted average grant date fair value
Non-vested at March 31, 2013, weighted average grant date fair value	$ 12.9
Non-vested at March 31, 2013, weighted average remaining contractual term	2 years 15 days
Non-vested at March 31, 2013, aggregate intrinsic value	$ 1,411,200

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Fair Value Disclosures - Summary (Details 1) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash	$ 2,797,716	$ 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	125,500,000	112,000,000
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash
Finance receivables	249,825,801	241,253,430
Line of credit
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash	2,797,716	2,803,054
Finance receivables	249,825,801	241,253,430
Line of credit	$ 125,500,000	$ 112,000,000

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Commitments and Contingencies

12 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

The Company leases corporate and branch offices under operating lease agreements which provide for annual minimum rental payments as follows:

Fiscal Year ending March 31:
2014	$	1,396,115
2015		939,815
2016		526,286
2017		184,554
2018		52,922
	$	3,099,692

Rent expense for the fiscal years ended March 31, 2013, 2012, and 2011 was approximately $1,933,000, $1,761,000 and $1,599,000, respectively. The Company recognizes rent expense on a straight-line basis over the term of the lease, taking into account, when applicable, lessor incentives for tenant improvements, periods where no rent payment is required and escalations in rent payments over the term of the lease.

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

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Fair Value Disclosures

12 Months Ended

Mar. 31, 2013

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

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Interest rate swap agreements:
March 31, 2013	$	—	$	504,852	$	—	$	504,852
March 31, 2012	$	—	$	—	$	—	$	—

Financial Instruments Not Measured at Fair Value

The Company’s financial instruments consist of cash, finance receivables and Line. 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 Contracts range from 12 to 72 months. The initial terms of the Direct Loans range from 6 to 48 months. In addition, there have been minimal changes in interest rates and purchase discounts related to these types of loans. If liquidated outside of the normal course of business, the amount received may not be the carrying value.

The Line was amended within the quarter ended December 31, 2012. 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 March 31, 2013 was estimated to be equal to the book value. The interest rate for the Line is a variable rate based on LIBOR pricing options.

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Cash:
March 31, 2013	$	2,797,716	$	—	$	—	$	2,797,716
March 31, 2012	$	2,803,054	$	—	$	—	$	2,803,054
Finance receivables:
March 31, 2013	$	—	$	—	$	249,825,801	$	249,825,801
March 31, 2012	$	—	$	—	$	241,253,430	$	241,253,430
Line of credit:
March 31, 2013	$	—	$	125,500,000	$	—	$	125,500,000
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

Share-Based Payments (Detail Textuals) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value pricing method	Black-Scholes option-pricing model
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options granted	96,000	45,000	28,500
Weighted average fair value of stock options granted	$ 4.15	$ 5.73	$ 4.19
Total intrinsic value of options exercised	$ 685,000	$ 1,335,000	$ 168,000
Restricted Share Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for stock awards	3 years
1998 Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share-based compensation plans	3
1998 Plans | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual terms of options granted	10 years
1998 Plans | Stock options | Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for stock awards	3 years
1998 Plans | Stock options | Employees and Non-Employee Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to grant	1,551,000
1998 Plans | Stock options | Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for stock awards	5 years
2006 Plan | Stock options | Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to grant	1,072,500

XML

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Mar. 31, 2013

Schedule of error corrections and prior period adjustments

	2012 as Reported		Correction			2012 as Corrected
Consolidated Balance Sheet
Finance receivables, net	$	242,348,521	$	(1,095,091	)	$	241,253,430
Deferred income taxes		8,704,099		419,201			9,123,300
Retained earnings, March 31, 2012		107,513,008		(675,890	)		106,837,118
	2012 as Reported		Correction			2012 as Corrected
Consolidated Statements of Income
Interest and fee income on finance receivables	$	68,122,532	$	12,348,448		$	80,470,980
Provision for credit losses		5,319		12,362,274			12,367,593
Income tax expense		13,931,809		(5,293	)		13,926,516
Operating income		36,162,101		(13,826	)		36,148,275
Net income		22,230,292		(8,533	)		22,221,759
Earnings per share - basic		1.89		—			1.89
Earnings per share - diluted		1.85		—			1.85
	2011 as Reported		Correction			2011 as Corrected
Interest and fee income on finance receivables	$	62,719,904	$	10,941,553		$	73,661,457
Provision for credit losses		4,610,221		11,001,323			15,611,544
Income tax expense		10,541,620		(22,880	)		10,518,740
Operating income		27,346,804		(59,770	)		27,287,034
Net income		16,805,184		(36,890	)		16,768,294
Earnings per share – basic		1.45		(.01	)		1.44
Earnings per share - diluted		1.41		—			1.41
	Reported		Correction			As Corrected
Consolidated Statements of Shareholders’ Equity
Retained earnings, March 31, 2010	$	72,070,553	$	(630,467	)	$	71,440,086
Retained earnings, March 31, 2011		88,875,737		(667,357	)		88,208,380
	2012 as Reported		Correction			2012 as Corrected
Consolidated Statements of Cash Flows (Operating Activities)
Net income	$	22,230,292	$	(8,533	)	$	22,221,759
Provision for credit losses		5,319		12,362,274			12,367,593
Deferred income taxes		250,566		(5,293	)		245,273
Amortization of dealer discounts		—		(12,348,448	)		(12,348,448	)
Net cash provided by operating activities		21,874,879		—			21,874,879

	2011 as Reported			Correction			2011 as Corrected
Net income	$	16,805,184		$	(36,890	)	$	16,768,294
Provision for credit losses		4,610,221			11,001,323			15,611,544
Deferred income taxes		(1,417,788	)		(22,880	)		(1,440,668	)
Amortization of dealer discounts		—			(10,941,553	)		(10,941,553	)
Net cash provided by operating activities		21,357,624			—			21,357,624

Schedule of property and equipment estimated useful lives

Automobiles	3 years
Equipment	5 years
Furniture and fixtures	7 years
Leasehold improvements	Lesser of lease term or useful life (generally 6 - 7 years)

Schedule of computation of basic and diluted earnings per share

	Fiscal Year ended March 31,
	2013		2012		2011
Numerator for earnings per share – net income	$	19,940,946	$	22,221,759	$	16,768,294
Denominator:
Denominator for basic earnings per share – weighted average shares		11,977,174		11,747,160		11,607,341
Effect of dilutive securities:
Stock options and other share awards		241,242		285,971		286,177
Denominator for diluted earnings per share		12,218,416		12,033,131		11,893,518
Earnings per share – basic	$	1.66	$	1.89	$	1.44
Earnings per share – diluted	$	1.63	$	1.85	$	1.41

Error Correction Finance Receivables | Contracts

Schedule of error corrections and prior period adjustments

	2012 as Reported			Correction			2012 as Corrected
Indirect finance receivables, gross contract	$	382,766,667		$	—		$	382,766,667
Unearned interest		(109,456,018	)		—			(109,456,018	)
Indirect finance receivables, net of unearned interest		273,310,649			—			273,310,649
Unearned dealer discounts		—			(17,091,567	)		(17,091,567	)
Indirect finance receivable, net of unearned interest and dealer discounts		273,310,649			(17,091,567	)		256,219,082
Allowance for credit losses		(35,495,684	)		15,996,476			(19,499,208	)
Indirect finance receivables, net	$	237,814,965		$	(1,095,091	)	$	236,719,874

	2011 as Reported			Correction			2011 as Corrected
Indirect finance receivables, gross contract	$	368,099,418		$	—		$	368,099,418
Unearned interest		(105,622,007	)		—			(105,622,007	)
Indirect finance receivables, net of unearned interest		262,477,411			—			262,477,411
Unearned dealer discounts		—			(17,024,119	)		(17,024,119	)
Indirect finance receivable, net of unearned interest and dealer discounts		262,477,411			(17,024,119	)		245,453,292
Allowance for credit losses		(35,895,449	)		15,942,854			(19,952,595	)
Indirect finance receivables, net	$	226,581,962		$	(1,081,265	)	$	225,500,697

Reconciliation Allowance For Credit Loss | Contracts

Schedule of error corrections and prior period adjustments

	2012 as Reported			Correction			2012 as Corrected
Balance at beginning of year	$	35,895,449		$	(15,942,854	)	$	19,952,595
Discounts acquired on new volume		12,415,896			(12,415,896	)		—
Provision for credit losses		(176,745	)		12,362,274			12,185,529
Losses absorbed		(14,971,422	)		—			(14,971,422	)
Recoveries		2,405,750			—			2,405,750
Discounts accreted		(73,244	)		—			(73,244	)
Balance at end of year	$	35,495,684		$	(15,996,476	)	$	19,499,208

	2011 as Reported			Correction			2011 as Corrected
Balance at beginning of year	$	30,408,578		$	(14,024,685	)	$	16,383,893
Discounts acquired on new volume		12,919,492			(12,919,492	)		—
Provision for credit losses		4,484,284			11,001,323			15,485,607
Losses absorbed		(14,036,888	)		—			(14,036,888	)
Recoveries		2,255,683			—			2,255,683
Discounts accreted		(135,700	)		—			(135,700	)
Balance at end of year	$	35,895,449		$	(15,942,854	)	$	19,952,595

XML

Quarterly Results of Operations (Unaudited)

12 Months Ended

Mar. 31, 2013

Quarterly Financial Data [Abstract]

Quarterly Results of Operations (Unaudited)

12. Quarterly Results of Operations (Unaudited)

	Fiscal Year ended March 31, 2013
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Total revenue	$	20,427,726	$	20,705,421	$	20,604,861	$	20,372,438
Interest expense		1,192,140		1,250,231		1,275,015		1,403,441
Provision for credit losses		3,103,266		3,261,721		3,484,811		3,542,077
Non-interest expense		7,343,103		7,804,873		8,370,168		7,593,445
Operating income before income taxes		8,789,217		8,388,596		7,474,867		7,833,475
Income tax expense		3,381,761		3,238,458		2,878,811		3,046,179
Net income	$	5,407,456	$	5,150,138	$	4,596,056	$	4,787,296
Earnings per share:
Basic	$	0.45	$	0.43	$	0.38	$	0.40
Diluted	$	0.44	$	0.42	$	0.38	$	0.39
Dividends per share	$	0.10	$	0.12	$	2.12	$	0.12
	Fiscal Year ended March 31, 2012
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Total revenue	$	19,613,691	$	20,262,360	$	20,219,413	$	20,419,586
Interest expense		1,228,978		1,236,893		1,236,866		1,189,117
Provision for credit losses		3,049,461		3,209,524		3,507,659		2,600,949
Non-interest expense		6,695,286		6,779,122		6,755,283		6,877,637
Operating income before income taxes		8,639,966		9,036,821		8,719,605		9,751,883
Income tax expense		3,331,408		3,504,456		3,340,762		3,749,890
Net income	$	5,308,558	$	5,532,365	$	5,378,843	$	6,001,993
Earnings per share:
Basic	$	0.46	$	0.47	$	0.46	$	0.51
Diluted	$	0.44	$	0.46	$	0.45	$	0.50
Dividends per share	$	0.00	$	0.10	$	0.10	$	0.10

The quarterly results for the first three quarters of fiscal 2013 and for each quarter of fiscal 2012 as reported in the Company’s quarterly filings on Form 10-Q have been revised for the error corrections discussed in Note 2. Net income for the combined first three quarters of fiscal 2013 increased by $52,955. Diluted earnings per share for the third quarter of fiscal 2013 increased by $0.01 per share as a result of the correction. Basic and diluted earnings per share were not impacted in the other quarters presented.

XML

Document and Entity Information (USD $)	12 Months Ended
	Mar. 31, 2013	Jun. 01, 2013	Sep. 30, 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 Well-Known Seasoned Issuer	No
Entity Common Stock Shares Outstanding		12,161,729
Entity Public Float			$ 116,761,022
Document Type	10-K
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Consolidation

Consolidation

The consolidated financial statements include the accounts of Nicholas Financial – Canada and its wholly owned subsidiaries, NDS and NFI, collectively referred to as (the “Company”). All intercompany transactions and balances have been eliminated.

Corrections

Error Corrections

The Company made error corrections for departures from U.S. GAAP and revised previously reported amounts.

One of the corrections is related to the accounting treatment for dealer discounts. A dealer discount represents the difference between the amount of a finance receivable, net of unearned interest, based on the terms of a Contract with the borrower, and the amount of money the Company actually pays the dealer for the Contract. Prior to the correction, based on past industry practices, Contracts were recorded at the net initial investment with the gross Contract balance recorded offset by the dealer discounts which were recorded as an allowance for credit losses for the acquired Contracts. The Company determined that this accounting treatment was incorrect as U.S. GAAP prohibits carrying over valuation allowances in the initial accounting for acquired loans. Accordingly, the Company has now applied an acceptable method under U.S. GAAP, deferring and netting dealer discounts against finance receivables as unearned discounts, and recognizing dealer discounts into income as an adjustment to yield over the life of the loan using the interest method.

As a result, the allowance for loan losses is now established solely through charges to earnings through the provision for credit losses. The Company has evaluated the significance of the departure from U.S. GAAP to the consolidated financial statements. Under both the former accounting policy and U.S. GAAP, the dealer discount remains a reduction of gross finance receivables in arriving at the carrying amount of finance receivables, net. Accordingly, finance receivables continue to be initially recorded at the net initial investment at the time of purchase. Subsequently, the allowance for credit losses is maintained at an amount that reduces the net carrying amount of finance receivables. The change in this accounting presentation does not result in a change to the net carrying amount of finance receivables or to net income as historical losses incurred, and estimated incurred losses as of the balance sheet date, are generally in excess of the original dealer discount. The removal of the dealer discount from the allowance requires an equal replacement of provision expense as that portion of the allowance is necessary to absorb probable incurred losses. This correction also did not have an impact on previously reported assets, liabilities, working capital, equity, earnings, or cash flows.

The second correction related to the accounting treatment and presentation of certain fees charged to dealers and costs incurred in purchasing loans from dealers. Such costs related principally to evaluating borrowers subject to Contracts in relation to the Company’s underwriting guidelines in making a determination to acquire Contracts. Prior to the correction, fees charged to dealers were reduced by certain costs incurred to purchase Contracts, deferred on a net basis and then amortized into income over the lives of the loans using the interest method. Under U.S. GAAP, the fees charged to dealers are considered to be a part of the unearned dealer discount as they are a determinant of the net amount of cash paid to the dealer. Further, U.S. GAAP specifies that costs incurred in connection with acquiring purchased loans or committing to purchase loans shall be charged to expense as incurred. Such costs do not qualify as origination costs to be deferred as the Contracts have already been originated by the dealers. The Company evaluated the significance of the departure from U.S. GAAP to the consolidated financial statements. After an adjustment to beginning equity and the opening balance of unearned dealer discounts, net of tax, for the initial period presented, there is a limited effect on earnings and no impact on cash flows.

The changes to consolidated financial statement captions and earnings per share, if any, are as follows.

	2012 as Reported		Correction			2012 as Corrected
Consolidated Balance Sheet
Finance receivables, net	$	242,348,521	$	(1,095,091	)	$	241,253,430
Deferred income taxes		8,704,099		419,201			9,123,300
Retained earnings, March 31, 2012		107,513,008		(675,890	)		106,837,118
	2012 as Reported		Correction			2012 as Corrected
Consolidated Statements of Income
Interest and fee income on finance receivables	$	68,122,532	$	12,348,448		$	80,470,980
Provision for credit losses		5,319		12,362,274			12,367,593
Income tax expense		13,931,809		(5,293	)		13,926,516
Operating income		36,162,101		(13,826	)		36,148,275
Net income		22,230,292		(8,533	)		22,221,759
Earnings per share - basic		1.89		—			1.89
Earnings per share - diluted		1.85		—			1.85
	2011 as Reported		Correction			2011 as Corrected
Interest and fee income on finance receivables	$	62,719,904	$	10,941,553		$	73,661,457
Provision for credit losses		4,610,221		11,001,323			15,611,544
Income tax expense		10,541,620		(22,880	)		10,518,740
Operating income		27,346,804		(59,770	)		27,287,034
Net income		16,805,184		(36,890	)		16,768,294
Earnings per share – basic		1.45		(.01	)		1.44
Earnings per share - diluted		1.41		—			1.41
	Reported		Correction			As Corrected
Consolidated Statements of Shareholders’ Equity
Retained earnings, March 31, 2010	$	72,070,553	$	(630,467	)	$	71,440,086
Retained earnings, March 31, 2011		88,875,737		(667,357	)		88,208,380
	2012 as Reported		Correction			2012 as Corrected
Consolidated Statements of Cash Flows (Operating Activities)
Net income	$	22,230,292	$	(8,533	)	$	22,221,759
Provision for credit losses		5,319		12,362,274			12,367,593
Deferred income taxes		250,566		(5,293	)		245,273
Amortization of dealer discounts		—		(12,348,448	)		(12,348,448	)
Net cash provided by operating activities		21,874,879		—			21,874,879

	2011 as Reported			Correction			2011 as Corrected
Net income	$	16,805,184		$	(36,890	)	$	16,768,294
Provision for credit losses		4,610,221			11,001,323			15,611,544
Deferred income taxes		(1,417,788	)		(22,880	)		(1,440,668	)
Amortization of dealer discounts		—			(10,941,553	)		(10,941,553	)
Net cash provided by operating activities		21,357,624			—			21,357,624

In addition the Company has corrected these errors in the finance receivables disclosures in Note 3 as follows:

Contracts included in finance receivables are detailed as follows:

	2012 as Reported			Correction			2012 as Corrected
Indirect finance receivables, gross contract	$	382,766,667		$	—		$	382,766,667
Unearned interest		(109,456,018	)		—			(109,456,018	)
Indirect finance receivables, net of unearned interest		273,310,649			—			273,310,649
Unearned dealer discounts		—			(17,091,567	)		(17,091,567	)
Indirect finance receivable, net of unearned interest and dealer discounts		273,310,649			(17,091,567	)		256,219,082
Allowance for credit losses		(35,495,684	)		15,996,476			(19,499,208	)
Indirect finance receivables, net	$	237,814,965		$	(1,095,091	)	$	236,719,874

	2011 as Reported			Correction			2011 as Corrected
Indirect finance receivables, gross contract	$	368,099,418		$	—		$	368,099,418
Unearned interest		(105,622,007	)		—			(105,622,007	)
Indirect finance receivables, net of unearned interest		262,477,411			—			262,477,411
Unearned dealer discounts		—			(17,024,119	)		(17,024,119	)
Indirect finance receivable, net of unearned interest and dealer discounts		262,477,411			(17,024,119	)		245,453,292
Allowance for credit losses		(35,895,449	)		15,942,854			(19,952,595	)
Indirect finance receivables, net	$	226,581,962		$	(1,081,265	)	$	225,500,697

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

	2012 as Reported			Correction			2012 as Corrected
Balance at beginning of year	$	35,895,449		$	(15,942,854	)	$	19,952,595
Discounts acquired on new volume		12,415,896			(12,415,896	)		—
Provision for credit losses		(176,745	)		12,362,274			12,185,529
Losses absorbed		(14,971,422	)		—			(14,971,422	)
Recoveries		2,405,750			—			2,405,750
Discounts accreted		(73,244	)		—			(73,244	)
Balance at end of year	$	35,495,684		$	(15,996,476	)	$	19,499,208

	2011 as Reported			Correction			2011 as Corrected
Balance at beginning of year	$	30,408,578		$	(14,024,685	)	$	16,383,893
Discounts acquired on new volume		12,919,492			(12,919,492	)		—
Provision for credit losses		4,484,284			11,001,323			15,485,607
Losses absorbed		(14,036,888	)		—			(14,036,888	)
Recoveries		2,255,683			—			2,255,683
Discounts accreted		(135,700	)		—			(135,700	)
Balance at end of year	$	35,895,449		$	(15,942,854	)	$	19,952,595

Dividend

Dividend

During fiscal year 2013, four quarterly cash dividends and a one-time special cash dividend were declared. On May 2, 2012, the Company’s Board of Directors announced a quarterly cash dividend of $0.10 to be paid on June 6, 2012. On August 8, 2012, the Company’s Board of Directors announced a quarterly cash dividend of $0.12 per share of common stock paid on September 6, 2012. On November 9, 2012, the Company’s Board of Directors announced a quarterly cash dividend of $0.12 per share of common stock paid on December 6, 2012. On December 11, 2012, the Company’s Board of Directors announced a special dividend of $2.00 per share of common stock paid on December 28, 2012. On February 19, 2013, the Company’s Board of Directors declared another quarterly dividend equal to $0.12 per common share, to be paid on March 29, 2013. Subsequent to March 31, 2013 one quarterly dividend was declared. On May 7, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on June 28, 2013 to shareholders of record as of June 21, 2013.

On November 10, 2009 the Boards of Directors declared a 10% stock dividend on December 7, 2009 to shareholders of record on November 20, 2009. As a result of this stock dividend, an entry of approximately $6.5 million was made to reflect the re-capitalization of shareholders’ equity from retained earnings to common stock. This amount was derived from the quoted market value of the shares at the date of declaration ($6.10) times the number of shares issued as a result of the 10% stock dividend. All references in the consolidated financial statements and notes to the number of shares outstanding, per share amounts, and share awards of the Company’s common shares have been restated to reflect the effect of the stock dividend for all periods presented.

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

Use of Estimates

Use of Estimates

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

Finance Receivables

Finance Receivables

Finance receivables are recorded at cost, net of unearned interest, unearned dealer discounts and the allowance for credit losses. The amount of unearned interest, discounts and allowance for credit losses as of March 31, 2013 and March 31, 2012 are approximately $143,627,000 and $146,047,000, respectively.

Allowance for Credit Losses

Allowance for Credit Losses

The allowance for credit losses is increased by charges against earnings and decreased by charge-offs (net of recoveries). The Company aggregates Contracts into static pools consisting of Contracts purchased during a three-month period for each branch location as management considers these pools to have similar risk characteristics. Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s past loan experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions. The Company also considers the remaining level of unearned dealer discounts. As conditions change, the Company’s level of provisioning and allowance may change as well.

Assets Held for Resale

Assets Held for Resale

Assets held for resale are stated at net realizable value and consist primarily of automobiles that have been repossessed by the Company and are awaiting final disposition. Costs associated with repossession, transport and auction preparation expenses are reported under operating expenses in the period in which they are incurred.

Property and Equipment

Property and Equipment

Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets as follows:

Automobiles	3 years
Equipment	5 years
Furniture and fixtures	7 years
Leasehold improvements	Lesser of lease term or useful life (generally 6 - 7 years)

Drafts Payable

Drafts Payable

Drafts payable represent checks disbursed for loan purchases which have not yet been funded. Amounts generally clear within two business days of period end and then increase the line of credit or reduce cash.

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases along with operating loss and tax credit carryforwards, if any. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income in the period that includes the enactment date.

The Company recognizes tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from any such position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. It is the Company’s policy to recognize interest and penalties accrued on any uncertain tax benefits as a component of income tax expense. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits, nor has the Company recognized any related interest or penalties during the three years ended March 31, 2013.

The Company files income tax returns in the U.S. Federal jurisdiction and various State jurisdictions. The Company is no longer subject to U.S. Federal tax examinations for years before 2011. State jurisdictions that remain subject to examination range from 2008 to 2012. The Company does not believe there will be any material changes in our unrecognized tax positions over the next 12 months.

Revenue Recognition

Revenue Recognition

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. As of March 31, 2013, 2012 and 2011 the amount of gross finance receivables not accruing interest was approximately $4,132,000, $2,572,000 and $2,035,000, respectively.

A dealer discount represents the difference between the finance receivable, net of unearned interest, of a Contract, and the amount of money the Company actually pays for the Contract. The discount negotiated by the Company is a function of the lender, the wholesale value of the vehicle, and competition in any given market. In making decisions regarding the purchase of a particular Contract the Company considers the following factors related to the borrower: place and length of residence; current and prior job status; history in making installment payments for automobiles; current income; and credit history. In addition, the Company examines its prior experience with Contracts purchased from the dealer from which the Company is purchasing the Contract, and the value of the automobile in relation to the purchase price and the term of the Contract. The entire amount of discount is amortized as an adjustment to yield using the interest method over the life of the loan. The average dealer discount associated with new volume for the fiscal years ended March 31, 2013, 2012, and 2011 was 8.54%, 9.23%, and 9.55%, respectively.

The amount of future unearned income is computed as the product of the Contract rate, the Contract term and the Contract amount.

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

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

Sales relate principally to telephone support agreements and the sale of business forms to the Company’s customer base. The aforementioned sales of NDS represent less than 1% of the Company’s consolidated revenues.

Earnings Per Share

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:

	Fiscal Year ended March 31,
	2013		2012		2011
Numerator for earnings per share – net income	$	19,940,946	$	22,221,759	$	16,768,294
Denominator:
Denominator for basic earnings per share – weighted average shares		11,977,174		11,747,160		11,607,341
Effect of dilutive securities:
Stock options and other share awards		241,242		285,971		286,177
Denominator for diluted earnings per share		12,218,416		12,033,131		11,893,518
Earnings per share – basic	$	1.66	$	1.89	$	1.44
Earnings per share – diluted	$	1.63	$	1.85	$	1.41

Diluted earnings per share does not include the effect of certain stock options as their impact would be anti-dilutive. Approximately 120,200, 53,500 and 28,500 stock options were not included in the computation of diluted earnings per share for the years ended March 31, 2013, 2012 and 2011 respectively, because their effect would have been anti-dilutive.

Share-Based Payments

Share-Based Payments

The grant date fair value of share awards is recognized in earnings over the requisite service period (presumptively the vesting period). The Company estimates the fair value of option awards using the Black-Scholes option pricing model. The risk-free interest rate is based upon a U.S. Treasury instrument with a life that is similar to the expected term of the options. Expected volatility is based upon the historical volatility for the previous period equal to the expected term of the options. The expected term is based upon the average life of previously issued options. The expected dividend yield is based upon the current yield on date of grant. The fair value of non-vested restricted and performance shares are measured at the market price of a share on a grant date.

The pool of excess tax benefits available to absorb future tax deficiencies is based on increases to shareholders’ equity related to tax benefits from share-based compensation, combined with the tax on the cumulative incremental compensation costs previously included in pro forma net income disclosures as if the Company had applied the fair-value method to all awards.

Fair Value Measurements

Fair Value Measurements

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.

Financial Instruments and Concentrations

Financial Instruments and Concentrations

The Company’s financial instruments consist of cash, finance receivables, accrued interest, line of credit, interest rate swap agreements and accounts payable. Financial instruments that are exposed to concentrations of credit risk are primarily finance receivables and cash.

The Company operates in fifteen states through its sixty-four branch locations. Florida represents 33% of the finance receivables total as of March 31, 2013. Ohio represents 14%, Georgia represents 10% and North Carolina represents 8% of the finance receivables total as of March 31, 2013. Of the remaining eleven states, no one state represents more than 7% of the total finance receivables. The Company provides credit during the normal course of business and performs ongoing credit evaluations of its customers.

The Company maintains reserves for potential credit losses which, when realized, have been within the range of management’s expectations. The Company perfects a primary security interest in all vehicles financed as a form of collateral.

The combined account balances the Company maintains at financial institutions typically exceed federally insured limits, and there is a concentration of credit risk related to accounts on deposit in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes this risk of loss is not significant.

Interest Rate Swaps

Interest Rate Swaps

Interest rate swap agreements were reported as either assets or liabilities in the consolidated balance sheet at fair value. For interest rate swap agreements previously designated and qualifying as cash flow hedges, gains or losses on the effective portion of the hedge were initially included as a component of other comprehensive income and are subsequently reclassified into earnings when interest on the related debt was paid. For interest rate swap agreements which were not designated and qualifying as hedges, the changes in the fair value are recorded in earnings. The Company does not use interest rate swaps for speculative purposes. See note 6 – “Interest Rate Swap Agreements”.

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) is composed entirely of previous mark-to-market adjustments of designated and qualifying cash flow hedges, net of the related tax effect.

Statements of Cash Flows

Statements of Cash Flows

Cash paid for income taxes for the years ended March 31, 2013, 2012 and 2011 was approximately $11,273,000, $13,764,000 and $12,068,000, respectively. Cash paid for interest for the years ended March 31, 2013, 2012 and 2011 was approximately $5,043,000, $4,878,000 and $5,720,000, respectively.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

During the year, the Company adopted the Financial Accounting Standards Board’s issued Accounting Standards Update (“ASU”) 2011-04 Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 did not extend the use of fair value accounting, but provides clarification of existing guidance and additional disclosures. The adoption did not have an impact on the Company’s financial condition, results of operations and cash flows.

Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA and the SEC, did not have a material impact on the Company’s present or future consolidated financial statements.

XML

Income Taxes - Provision for income taxes (Details) (USD $)	3 Months Ended								12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2011
Current:
Federal									$ 10,187,010	$ 11,799,843	$ 10,275,756
State									1,661,860	1,881,400	1,683,652
Total current									11,848,870	13,681,243	11,959,408
Deferred:
Federal									598,674	211,544	(1,237,850)
State									97,665	33,729	(202,818)
Total deferred									696,339	245,273	(1,440,668)
Income tax expense	$ 3,046,179	$ 2,878,811	$ 3,238,458	$ 3,381,761	$ 3,749,890	$ 3,340,762	$ 3,504,456	$ 3,331,408	$ 12,545,209	$ 13,926,516	$ 10,518,740

XML

Fair Value Disclosures (Detail Textuals)	12 Months Ended
	Mar. 31, 2013
Contracts | Minimum
Financial Instruments Not Measured At Fair Value [Line Items]
Initial term of the indirect finance receivables	12 months
Contracts | Maximum
Financial Instruments Not Measured At Fair Value [Line Items]
Initial term of the indirect finance receivables	72 months
Direct Loans | Minimum
Financial Instruments Not Measured At Fair Value [Line Items]
Initial term of the direct finance receivables	6 months
Direct Loans | Maximum
Financial Instruments Not Measured At Fair Value [Line Items]
Initial term of the direct finance receivables	48 months