UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED September 30, 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) | (Zip Code) |
(727) 726-0763
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x
As of November 1, 2013, the registrant had 12,203,769 shares of common stock outstanding.
FORM 10-Q
TABLE OF CONTENTS
1
Nicholas Financial, Inc. and Subsidiaries
Consolidated Balance Sheets
September 30, 2013 |
March 31, 2013 |
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(Unaudited) | ||||||||
Assets |
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Cash |
$ | 4,473,682 | $ | 2,797,716 | ||||
Finance receivables, net |
260,494,081 | 249,825,801 | ||||||
Assets held for resale |
2,012,361 | 1,203,664 | ||||||
Income taxes receivable |
847,167 | 102,999 | ||||||
Prepaid expenses and other assets |
678,150 | 736,746 | ||||||
Property and equipment, net |
749,358 | 741,581 | ||||||
Interest rate swap agreements |
135,245 | | ||||||
Deferred income taxes |
7,211,508 | 8,426,961 | ||||||
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Total assets |
$ | 276,601,552 | $ | 263,835,468 | ||||
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Liabilities and shareholders equity |
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Line of credit |
$ | 131,000,000 | $ | 125,500,000 | ||||
Drafts payable |
2,118,901 | 2,096,311 | ||||||
Accounts payable and accrued expenses |
6,808,894 | 7,405,579 | ||||||
Interest rate swap agreements |
56,454 | 504,852 | ||||||
Deferred revenues |
1,870,092 | 1,363,630 | ||||||
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Total liabilities |
141,854,341 | 136,870,372 | ||||||
Shareholders equity |
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Preferred stock, no par: 5,000,000 shares authorized; none issued |
| | ||||||
Common stock, no par: 50,000,000 shares authorized; 12,198,279 and 12,154,069 shares issued and outstanding, respectively |
30,647,744 | 30,031,548 | ||||||
Retained earnings |
104,099,467 | 96,933,548 | ||||||
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Total shareholders equity |
134,747,211 | 126,965,096 | ||||||
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Total liabilities and shareholders equity |
$ | 276,601,552 | $ | 263,835,468 | ||||
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See accompanying notes.
2
Nicholas Financial, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
Three months ended September 30, |
Six months ended September 30, |
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2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue: |
||||||||||||||||
Interest and fee income on finance receivables |
$ | 20,943,161 | $ | 20,696,241 | $ | 41,412,533 | $ | 41,114,198 | ||||||||
Sales |
5,763 | 9,180 | 12,126 | 18,949 | ||||||||||||
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20,948,924 | 20,705,421 | 41,424,659 | 41,133,147 | |||||||||||||
Expenses: |
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Cost of sales |
2,541 | 1,809 | 4,836 | 5,172 | ||||||||||||
Marketing |
363,515 | 355,498 | 759,589 | 729,830 | ||||||||||||
Salaries and employee benefits |
4,831,559 | 4,563,604 | 9,683,009 | 9,088,090 | ||||||||||||
Administrative |
2,736,298 | 2,267,648 | 5,334,949 | 4,366,586 | ||||||||||||
Provision for credit losses |
3,973,104 | 3,261,721 | 6,614,895 | 6,364,987 | ||||||||||||
Dividend tax |
69,538 | 72,042 | 142,557 | 132,458 | ||||||||||||
Depreciation |
76,819 | 70,253 | 152,154 | 142,720 | ||||||||||||
Interest expense |
1,442,898 | 1,250,231 | 2,847,804 | 2,442,371 | ||||||||||||
Change in fair value of interest rate swap agreements |
249,616 | 474,019 | (583,643 | ) | 683,120 | |||||||||||
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13,745,888 | 12,316,825 | 24,956,150 | 23,955,334 | |||||||||||||
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Operating income before income taxes |
7,203,036 | 8,388,596 | 16,468,509 | 17,177,813 | ||||||||||||
Income tax expense |
2,886,484 | 3,238,458 | 6,451,464 | 6,620,219 | ||||||||||||
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Net income |
$ | 4,316,552 | $ | 5,150,138 | $ | 10,017,045 | $ | 10,557,594 | ||||||||
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Earnings per share: |
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Basic |
$ | 0.36 | $ | 0.43 | $ | 0.83 | $ | 0.88 | ||||||||
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Diluted |
$ | 0.35 | $ | 0.42 | $ | 0.82 | $ | 0.87 | ||||||||
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Dividends declared per share |
$ | 0.12 | $ | 0.12 | $ | 0.24 | $ | 0.22 | ||||||||
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See accompanying notes.
3
Nicholas Financial, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Six months ended September 30, |
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2013 | 2012 | |||||||
Cash flows from operating activities |
||||||||
Net income |
$ | 10,017,045 | $ | 10,557,594 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation |
152,154 | 142,720 | ||||||
Gain on sale of property and equipment |
(21,800 | ) | (5,615 | ) | ||||
Provision for credit losses |
6,614,895 | 6,364,987 | ||||||
Amortization of dealer discounts |
(6,108,055 | ) | (6,082,112 | ) | ||||
Deferred income taxes |
1,215,453 | 628,705 | ||||||
Share-based compensation |
261,444 | 575,404 | ||||||
Change in fair value of interest rate swap agreements |
(583,643 | ) | 683,120 | |||||
Changes in operating assets and liabilities: |
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Prepaid expenses and other assets |
58,596 | 201,685 | ||||||
Accounts payable and accrued expenses |
(596,685 | ) | 408,383 | |||||
Income taxes receivable |
(744,168 | ) | (785,353 | ) | ||||
Deferred revenues |
506,462 | 46,861 | ||||||
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Net cash provided by operating activities |
10,771,698 | 12,736,379 | ||||||
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Cash flows from investing activities |
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Purchase and origination of finance receivables |
(78,220,371 | ) | (71,122,887 | ) | ||||
Principal payments received |
67,045,251 | 64,080,392 | ||||||
Increase in assets held for resale |
(808,697 | ) | (268,649 | ) | ||||
Purchase of property and equipment |
(178,912 | ) | (149,566 | ) | ||||
Proceeds from sale of property and equipment |
40,781 | 6,670 | ||||||
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Net cash used in investing activities |
(12,121,948 | ) | (7,454,040 | ) | ||||
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Cash flows from financing activities |
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Net draws on or repayment from line of credit |
5,500,000 | (2,000,000 | ) | |||||
Change in drafts payable |
22,590 | (37,216 | ) | |||||
Payment of cash dividends |
(2,851,126 | ) | (2,649,163 | ) | ||||
Proceeds from exercise of stock options |
217,673 | 220,136 | ||||||
Excess tax benefits from exercise of stock options and vesting of other share awards |
137,079 | 103,400 | ||||||
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Net cash provided (used) by financing activities |
3,026,216 | (4,362,843 | ) | |||||
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Net increase in cash |
1,675,966 | 919,496 | ||||||
Cash, beginning of period |
2,797,716 | 2,803,054 | ||||||
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Cash, end of period |
$ | 4,473,682 | $ | 3,722,550 | ||||
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See accompanying notes.
4
Nicholas Financial, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
(Unaudited)
1. | Basis of Presentation |
The accompanying consolidated balance sheet as of March 31, 2013, which has been derived from audited financial statements, and the accompanying unaudited interim consolidated financial statements of Nicholas Financial, Inc. (including its subsidiaries, the Company) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q pursuant to the Securities and Exchange Act of 1934, as amended in Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements, although the Company believes that the disclosures made are adequate to ensure the information is not misleading. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the year ending March 31, 2014. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and accompanying notes thereto included in the Companys Annual Report on Form 10-K for the year ended March 31, 2013 as filed with the Securities and Exchange Commission on June 14, 2013. The March 31, 2013 consolidated balance sheet included herein has been derived from the March 31, 2013 audited consolidated balance sheet included in the aforementioned Form 10-K.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses on finance receivables and the fair value of interest rate swap agreements.
As previously disclosed in the Companys Annual Report on Form 10-K for the year ended March 31, 2013, 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, 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.
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. The costs related principally to evaluating borrowers subject to Contracts in relation to the Companys 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.
5
Nicholas Financial, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
1. | Basis of Presentation (continued) |
The Company evaluated the significance of the departures 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:
Consolidated Balance Sheet |
September 30, 2012 as Reported |
Correction | September 30, 2012 as Corrected |
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Finance receivables, net |
$ | 249,072,304 | $ | (1,059,253 | ) | $ | 248,013,051 | |||||
Deferred income taxes |
8,089,112 | 405,483 | 8,494,595 | |||||||||
Retained earnings, September 30, 2012 |
115,399,320 | (653,770 | ) | 114,745,550 |
Consolidated Statements of Income Three months ended September 30, 2012 |
Three months
ended September 30, 2012 as Reported |
Correction | Three months ended September 30, 2012 as Corrected |
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Interest and fee income on finance receivables |
$ | 17,761,998 | $ | 2,934,243 | $ | 20,696,241 | ||||||
Provision for credit losses |
308,340 | 2,953,381 | 3,261,721 | |||||||||
Operating income |
8,407,734 | (19,138 | ) | 8,388,596 | ||||||||
Income tax expense |
3,245,784 | (7,326 | ) | 3,238,458 | ||||||||
Net income |
5,161,950 | (11,812 | ) | 5,150,138 | ||||||||
Earnings per share basic |
0.43 | | 0.43 | |||||||||
Earnings per share diluted |
0.42 | | 0.42 |
Consolidated Statements of Income Six months ended September 30, 2012 |
Six months ended September 30, 2012 as Reported |
Correction | Six months ended September 30, 2012 as Corrected |
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Interest and fee income on finance receivables |
$ | 35,032,086 | $ | 6,082,112 | $ | 41,114,198 | ||||||
Provision for credit losses |
318,712 | 6,046,275 | 6,364,987 | |||||||||
Operating income |
17,141,976 | 35,837 | 17,177,813 | |||||||||
Income tax expense |
6,606,501 | 13,718 | 6,620,219 | |||||||||
Net income |
10,535,475 | 22,119 | 10,557,594 | |||||||||
Earnings per share basic |
0.88 | | 0.88 | |||||||||
Earnings per share diluted |
0.86 | 0.01 | 0.87 |
Consolidated Statements of Cash Flows (Operating Activities) |
Six months ended September 30, 2012 as Reported |
Correction | Six months ended September 30, 2012 as Corrected |
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Net income |
$ | 10,535,475 | $ | 22,119 | $ | 10,557,594 | ||||||
Provision for credit losses |
318,712 | 6,046,275 | 6,364,987 | |||||||||
Deferred income taxes |
614,987 | 13,718 | 628,705 | |||||||||
Amortization of dealer discounts |
| (6,082,112 | ) | (6,082,112 | ) | |||||||
Net cash provided by operating activities |
12,736,379 | | 12,736,379 |
In addition the Company has corrected these errors in the finance receivables disclosure in Note 4. The following table sets forth a reconciliation of the changes in the allowance for credit losses on Contracts:
Three months ended September 30, 2012 as Reported |
Correction | Three months ended September 30, 2012 as Corrected |
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Balance at beginning of year |
$ | 35,645,655 | $ | (16,003,999 | ) | $ | 19,641,656 | |||||
Discounts acquired on new volume |
2,843,382 | (2,843,382 | ) | | ||||||||
Provision for credit losses |
293,618 | 2,953,380 | 3,246,998 | |||||||||
Losses absorbed |
(5,295,524 | ) | | (5,295,524 | ) | |||||||
Recoveries |
763,687 | | 763,687 | |||||||||
Discounts accreted |
(150,157 | ) | 150,157 | | ||||||||
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Balance at end of year |
$ | 34,100,661 | $ | (15,743,844 | ) | $ | 18,356,817 | |||||
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6
Nicholas Financial, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
1. | Basis of Presentation (continued) |
Six months ended September 30, 2012 as Reported |
Correction | Six months ended September 30, 2012 as Corrected |
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Balance at beginning of year |
$ | 35,495,684 | $ | (15,996,476 | ) | $ | 19,499,208 | |||||
Discounts acquired on new volume |
5,944,320 | (5,944,320 | ) | | ||||||||
Provision for credit losses |
214,400 | 6,046,274 | 6,260,674 | |||||||||
Losses absorbed |
(8,955,368 | ) | | (8,955,368 | ) | |||||||
Recoveries |
1,552,303 | | 1,552,303 | |||||||||
Discounts accreted |
(150,678 | ) | 150,678 | | ||||||||
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Balance at end of year |
$ | 34,100,661 | $ | (15,743,844 | ) | $ | 18,356,817 | |||||
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2. | Revenue Recognition |
Finance receivables consist of automobile finance installment contracts (Contracts) and direct consumer loans (Direct Loans). Interest income on finance receivables is recognized using the interest method. Accrual of interest income on finance receivables is suspended when a loan is contractually delinquent for 60 days or more or the collateral is repossessed, whichever is earlier.
When the Company receives a payment for a loan that was contractually delinquent for more than 60 days, the payment is posted to the account. At the time of the payment, the interest that was paid is recorded as income by the Company and the loan is no longer considered over 60 days contractually delinquent; therefore, the accruing of interest is resumed. As of September 30, 2013 and March 31, 2013 the amount of gross finance receivables not accruing interest was approximately $7,075,000 and $4,132,000, 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 six months ended September 30, 2013 and 2012 was 8.43% and 8.57%, respectively in relation to gross finance receivables.
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.
Sales relate principally to telephone support agreements and the sale of business forms to small businesses located primarily in the Southeastern United States. The aforementioned sales of the Nicholas Data Services, Inc. subsidiary, (NDS) represent less than 1% of the Companys consolidated revenues.
7
Nicholas Financial, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
3. | Earnings Per Share |
Basic earnings per share is calculated by dividing the reported net income for the period by the weighted average number of shares of common stock outstanding. Diluted earnings per share includes the effect of dilutive options and other share awards. Basic and diluted earnings per share have been computed as follows:
Three months ended September 30, |
Six months ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Numerator for earnings per share net income |
$ | 4,316,552 | $ | 5,150,138 | $ | 10,017,045 | $ | 10,557,594 | ||||||||
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Denominator: |
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Denominator for basic earnings per share weighted average shares |
12,092,246 | 11,963,596 | 12,078,703 | 11,956,362 | ||||||||||||
Effect of dilutive securities: |
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Stock options and other share awards |
222,995 | 218,469 | 194,879 | 232,939 | ||||||||||||
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Denominator for diluted earnings per share |
12,315,241 | 12,182,065 | 12,273,582 | 12,189,301 | ||||||||||||
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Earnings per share: |
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Basic |
$ | 0.36 | $ | 0.43 | $ | 0.83 | $ | 0.88 | ||||||||
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Diluted |
$ | 0.35 | $ | 0.42 | $ | 0.82 | $ | 0.87 | ||||||||
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For the three months ended September 30, 2013 and 2012, potential common stock from stock options totaling 10,000 and 124,200, respectively, were not included in the diluted earnings per share calculation because their effect is anti-dilutive. For the six months ended September 30, 2013 and 2012 potential common stock from stock options totaling 78,600 and 124,200, respectively, were not included in the diluted earnings per share calculation because their effect is anti-dilutive.
4. | Finance Receivables |
Finance receivables consist of automobile finance installment Contracts and Direct Loans and are detailed as follows:
September 30, | March 31, | |||||||
2013 | 2013 | |||||||
Finance receivables, gross contract |
$ | 410,717,491 | $ | 395,721,730 | ||||
Unearned interest |
(119,230,463 | ) | (112,922,191 | ) | ||||
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Finance receivables, net of unearned interest |
291,487,028 | 282,799,539 | ||||||
Unearned dealer discounts |
(16,854,310 | ) | (16,415,169 | ) | ||||
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Finance receivables, net of unearned interest and unearned dealer discounts |
274,632,718 | 266,384,370 | ||||||
Allowance for credit losses |
(14,138,637 | ) | (16,558,569 | ) | ||||
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Finance receivables, net |
$ | 260,494,081 | $ | 249,825,801 | ||||
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The terms of the Contracts range from 12 to 72 months and the Direct Loans range from 6 to 48 months. The Contracts and Direct Loans bear a weighted average effective interest rate of 23.17% and 26.05% as of September 30, 2013, respectively and 23.31% and 25.84% as of March 31, 2013, respectively.
Finance receivables consist of Contracts and Direct Loans, each of which comprises a portfolio segment. Each portfolio segment consists of smaller balance homogeneous loans which are collectively evaluated for impairment.
The following table sets forth a reconciliation of the changes in the allowance for credit losses on Contracts:
Three months ended September 30, |
Six months ended September 30, |
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2013 | 2012 | 2013 | 2012 | |||||||||||||
Balance at beginning of period |
$ | 14,811,173 | $ | 19,641,656 | $ | 16,090,652 | $ | 19,499,208 | ||||||||
Current period provision |
3,873,216 | 3,246,998 | 6,367,646 | 6,260,674 | ||||||||||||
Losses absorbed |
(6,029,363 | ) | (5,295,524 | ) | (10,678,339 | ) | (8,955,368 | ) | ||||||||
Recoveries |
823,996 | 763,687 | 1,699,063 | 1,552,303 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at end of period |
$ | 13,479,022 | $ | 18,356,817 | $ | 13,479,022 | $ | 18,356,817 | ||||||||
|
|
|
|
|
|
|
|
8
Nicholas Financial, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
4. | Finance Receivables (continued) |
The Company purchases Contracts from automobile dealers at a negotiated price that is less than the original principal amount being financed by the purchaser of the automobile. The Contracts are predominately for used vehicles. As of September 30, 2013, the average model year of vehicles collateralizing the portfolio was a 2005 vehicle. The average loan to value ratio, which expresses the amount of the Contract as a percentage of the 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 managements 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, managements 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 credit losses, we consider the reduction in the net carrying amount of finance receivables resulting from dealer discounts.
The following table sets forth a reconciliation of the changes in the allowance for credit losses on Direct Loans:
Three months ended September 30, |
Six months ended September 30, |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Balance at beginning of period |
$ | 591,881 | $ | 561,803 | $ | 467,917 | $ | 492,184 | ||||||||
Current period provision |
99,888 | 14,723 | 247,249 | 104,313 | ||||||||||||
Losses absorbed |
(42,987 | ) | (49,103 | ) | (70,573 | ) | (74,195 | ) | ||||||||
Recoveries |
10,833 | 3,678 | 15,022 | 8,799 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at end of period |
$ | 659,615 | $ | 531,101 | $ | 659,615 | $ | 531,101 | ||||||||
|
|
|
|
|
|
|
|
Direct Loans are originated directly between the Company and the consumer. These loans are typically for amounts ranging from $1,000 to $8,000 and are generally secured by a lien on an automobile, watercraft or other permissible tangible personal property. The majority of Direct Loans are originated with current or former customers under the Companys automobile financing program. The typical Direct Loan represents a significantly better credit risk than our typical Contract due to the customers historical payment history with the Company. In deciding whether or not to make a loan, the Company considers the individuals credit history, job stability, income and impressions created during a personal interview with a Company loan officer. Additionally, because most of Direct Loans made by the Company to date have been made to borrowers under Contracts previously purchased by the Company, the payment history of the borrower under the Contract is a significant factor in making the loan decision. As of September 30, 2013, loans made by the Company pursuant to its Direct Loan program constituted approximately 3% of the aggregate principal amount of the Companys loan portfolio.
Changes in the allowance for credit losses for both Contracts and Direct Loans were driven by current economic conditions and trends over several reporting periods which are useful in estimating future losses and overall portfolio performance.
A performing account is defined as an account that is less than 61 days past due. A non-performing account is defined as an account that is contractually delinquent for 61 days or more and the accrual of interest income is suspended. When an account is 120 days contractually delinquent, the account is written off. Effective April 1, 2013, the Company changed its policy in regards to bankrupt accounts. Prior to April 1, 2013 the Company would charge-off the entire principal balance of a bankrupt account in the month following confirmation from the bankruptcy court. Subsequent to the charge-off the Company would collect monthly payments from the bankruptcy court recording the recovery payments and reducing charge-off totals in the month collected. Under the new method, the Company no longer charges off the entire principal balance at the time of bankruptcy. Upon notification of a bankruptcy, an account is monitored for collection with other bankrupt accounts. In the event the debtors balance has been reduced by the bankruptcy court, the Company will record a loss equal to the amount of principal balance reduction. The remaining balance will be reduced as payments are received by the bankruptcy court. In the event an account is dismissed from bankruptcy, the Company will decide, based on several factors, to begin repossession proceedings to allow the customer to begin making regularly scheduled payments. This approach to bankrupt accounts aligns the Company with typical industry practice.
9
Nicholas Financial, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
4. | Finance Receivables (continued) |
The following table is an assessment of the credit quality by creditworthiness:
September 30, 2013 |
March 31, 2013 |
|||||||||||||||
Contracts | Direct Loans | Contracts | Direct Loans | |||||||||||||
Non-bankrupt accounts |
$ | 397,098,910 | $ | 10,614,301 | $ | 386,324,594 | $ | 5,721,768 | ||||||||
Bankrupt accounts |
2,994,649 | 9,631 | 615,499 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 400,093,559 | $ | 10,623,932 | $ | 386,940,093 | $ | 5,721,768 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Performing accounts |
$ | 393,086,994 | $ | 10,555,451 | $ | 382,843,130 | $ | 5,685,981 | ||||||||
Non-performing accounts |
7,006,565 | 68,481 | 4,096,963 | 35,787 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 400,093,559 | $ | 10,623,932 | $ | 386,940,093 | $ | 5,721,768 | ||||||||
|
|
|
|
|
|
|
|
The following tables present certain information regarding the delinquency rates experienced by the Company with respect to Contracts and under its Direct Loans:
Delinquencies | ||||||||||||||||||||
Contracts | Gross Balance Outstanding |
31 60 days | 61 90 days | Over 90 days | Total | |||||||||||||||
September 30, 2013 |
$ | 400,093,559 | $ | 15,756,362 | $ | 3,239,528 | $ | 3,767,037 | $ | 22,762,927 | ||||||||||
3.94 | % | 0.81 | % | 0.94 | % | 5.69 | % | |||||||||||||
September 30, 2012 |
$ | 388,783,924 | $ | 15,310,139 | $ | 3,879,087 | $ | 1,739,015 | $ | 20,928,241 | ||||||||||
3.94 | % | 1.00 | % | 0.44 | % | 5.38 | % |
Direct Loans |
Gross Balance Outstanding |
31 60 days | 61 90 days | Over 90 days | Total | |||||||||||||||
September 30, 2013 |
$ | 10,623,932 | $ | 104,983 | $ | 37,604 | $ | 30,877 | $ | 173,464 | ||||||||||
0.99 | % | 0.35 | % | 0.29 | % | 1.63 | % | |||||||||||||
September 30, 2012 |
$ | 8,075,902 | $ | 94,770 | $ | 6,822 | $ | 11,024 | $ | 112,616 | ||||||||||
1.17 | % | 0.08 | % | 0.14 | % | 1.39 | % |
5. | Line of Credit |
The Company has an agreement with its consortium of lenders for a line of credit facility (the Line) for an amount of $150,000,000. In December 2012, the Company executed an amendment to the Line that extends the maturity date to November 30, 2014. The pricing of the Line is 300 basis points above 30-day LIBOR with a 1% floor on LIBOR (4.00% at September 30, 2013 and March 31, 2013). Pledged as collateral for this credit facility are all of the assets of the Company. The outstanding amount of the credit facility was approximately $131,000,000 and $125,500,000 as of September 30, 2013 and March 31, 2013, respectively. The amount available under the line of credit was approximately $19,000,000 and $24,500,000 as of September 30, 2013 and March 31, 2013, respectively.
The facility requires compliance with certain financial ratios and covenants and satisfaction of specified financial tests, including maintenance of asset quality and performance tests. Dividends do not require consent in writing by the agent and majority lenders under the new facility as long as the Company is in compliance with a net income covenant. As of September 30, 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 interest rate swap agreements convert a portion of the floating rate debt to a fixed rate, more closely matching the interest rate characteristics of finance receivables.
10
Nicholas Financial, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
6. | Interest Rate Swap Agreements (continued) |
The following table summarizes the activity in the notional amounts of interest rate swap agreements:
Six months ended September 30, | ||||||||
2013 | 2012 | |||||||
Notional amounts at April 1 |
$ | 50,000,000 | $ | | ||||
New contracts |
| 50,000,000 | ||||||
Matured contracts |
| | ||||||
|
|
|
|
|||||
Notional amounts at September 30 |
$ | 50,000,000 | $ | 50,000,000 | ||||
|
|
|
|
Interest rate swap agreements effective as of September 30, 2013 and during the three and six months ended September 30, 2013 and 2012 are detailed as follows:
Date Entered |
Effective Date |
Notional Amount | Fixed Rate Of Interest |
Maturity Date | ||||||||
June 1, 2012 |
June 13, 2012 | $ | 25,000,000 | 1.00 | % | June 13, 2017 | ||||||
July 30, 2012 |
August 13, 2012 | $ | 25,000,000 | 0.87 | % | August 14, 2017 |
The interest rate swap agreements are not designated as hedges. The changes in the fair value of interest of interest rate swaps (unrealized gains and losses) are recorded in earnings. The Company does not use interst rate swap agreements for speculative purposes. Such instruments continue to be intended for use as ecomonic hedges.
The locations and amounts of (gains) losses in income are as follows:
Three months ended September 30, |
Six months ended September 30, |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Periodic change in fair value of interest rate swap agreements |
$ | 249,616 | $ | 474,019 | $ | (583,643 | ) | $ | 683,120 | |||||||
Periodic settlement differentials included in interest expense |
95,725 | 77,606 | 189,039 | 93,424 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 345,341 | $ | 551,625 | $ | (394,604 | ) | $ | 776,544 | |||||||
|
|
|
|
|
|
|
|
The Company recorded realized losses from the swap agreements in the interest expense line item of the consolidated statement of income. The following table summarizes the variable rate received and fixed rate paid under the swap agreements.
Three months ended September 30, |
Six months ended September 30, |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Variable rate received |
0.19 | % | 0.24 | % | 0.19 | % | 0.24 | % | ||||||||
Fixed rate paid |
0.94 | % | 0.95 | % | 0.94 | % | 0.96 | % |
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.
11
Nicholas Financial, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
7. | Fair Value Disclosures (continued) |
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The Company estimates the fair value of interst rate swap agreements based on the estimated net present value of the future cash flows using a forward interest rate yield curve in effect as of the measurement period, adjusted for nonperformance risk, if any, including a quantitative and qualitative evaluation of both the Companys credit risk and the counterpartys 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: |
||||||||||||||||
September 30, 2013: |
||||||||||||||||
Effective June 13, 2012 |
$ | | $ | 135,245 | $ | | $ | 135,245 | ||||||||
Effective August 13, 2012 |
$ | | $ | (56,454 | ) | $ | | $ | (56,454 | ) | ||||||
March 31, 2013 |
$ | | $ | (504,852 | ) | $ | | $ | (504,852 | ) |
Financial Instruments Not Measured at Fair Value
The Companys financial instruments consist of finance receivables and the Line. For each of these financial instruments the carrying value approximates fair value.
Finance receivables, net approximates fair value based on the price paid to acquire indirect loans. The price paid reflects competitive market interest rates and purchase discounts for the Companys 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 Companys current Line. Based on these market conditions, the fair value of the Line as of September 30, 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 |
||||||||||||
Finance receivables: |
||||||||||||||||
September 30, 2013 |
$ | | $ | | $ | 260,494,000 | $ | 260,494,000 | ||||||||
March 31, 2013 |
$ | | $ | | $ | 249,826,000 | $ | 249,826,000 | ||||||||
Line of credit: |
||||||||||||||||
September 30, 2013 |
$ | | $ | 131,000,000 | $ | | $ | 131,000,000 | ||||||||
March 31, 2013 |
$ | | $ | 125,500,000 | $ | | $ | 125,500,000 |
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.
12
Nicholas Financial, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(Unaudited)
8. | Cash Dividend |
Dividends recorded during the six months ended September 30, 2013 and 2012 were declared and paid as follows. On May 7, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on June 28, 2013 to shareholders of record as of June 21, 2013. On August 13, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on September 27, 2013 to shareholders of record as of September 20, 2013. On May 2, 2012, the Companys Board of Directors announced a quarterly cash dividend of $0.10 to be paid on June 6, 2012. On August 7, 2012 the Board of Directors declared a quarterly dividend equal to $0.12 per common share, to be paid on September 6, 2012 to shareholders of record as of August 30, 2012.
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.
13
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Information
This report on Form 10-Q contains various statements, other than those concerning historical information, that are based on managements beliefs and assumptions, as well as information currently available to management, and should be considered forward-looking statements. This notice is intended to take advantage of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to such forward-looking statements. When used in this document, the words anticipate, estimate, expect, and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. Among the key factors that may have a direct bearing on the Companys operating results are fluctuations in the economy, the ability to access bank financing, the degree and nature of competition, demand for consumer financing in the markets served by the Company, the Companys products and services, increases in the default rates experienced on Contracts, adverse regulatory changes in the Companys existing and future markets, the Companys ability to expand its business, including its ability to complete acquisitions and integrate the operations of acquired businesses, to recruit and retain qualified employees, to expand into new markets and to maintain profit margins in the face of increased pricing competition. All forward looking statements included in this report are based on information available to the Company on the date hereof, and the Company assumes no obligations to update any such forward looking statement. You should also consult factors described from time to time in the Companys filings made with the Securities and Exchange Commission, including its reports on Forms 10-K, 10-Q, 8-K and annual reports to shareholders.
Strategic Alternatives
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.
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, Contracts were recorded at the net initial investment, with the gross Contract balances 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 each loan using the interest method.
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 for incurred losses. 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
14
relation to the Companys 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 as of and for the three and six months ended September 30, 2012 to ensure the errors would not result in a material difference in future periods.
The changes to the Companys consolidated financial statements for the three and six months ended September 30, 2012 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 1. Financial Statements (Unaudited) of this Report.
Prior period interim financial information appearing elsewhere in this Report 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.
Critical Accounting Policy
The Companys critical accounting policy relates to the allowance for credit losses. It is based on managements opinion of an amount that is adequate to absorb losses in the existing portfolio. The allowance for credit losses is established through a provision for losses based on managements 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, managements 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 Companys Contracts and its Direct Loans, the Company considers the establishment of adequate reserves for credit losses to be imperative. The Company segregates its Contracts into static pools for purposes of establishing reserves for losses. All Contracts purchased by a branch during a fiscal quarter comprise a static pool. The Company pools Contracts according to branch location because the branches purchase Contracts in different geographic markets. This method of pooling by branch and quarter allows the Company to evaluate the different markets where the branches operate. The pools also allow the Company to evaluate the different levels of customer income, stability, credit history, and the types of vehicles purchased in each market. Each such static pool consists of the Contracts purchased by a branch office during the fiscal quarter.
Contracts are purchased from many different dealers and are all purchased on an individual Contract by Contract basis. Individual Contract pricing is determined by the automobile dealerships and is generally the lesser of state maximum interest rates or the maximum interest rate the customer will accept. In certain markets, competitive forces will drive down Contract rates from the maximum rate to a level where an individual competitor is willing to buy an individual Contract. The Company only buys Contracts on an individual basis and never purchases Contracts in batches, although the Company may consider portfolio acquisitions as part of its growth strategy.
The Company has detailed underwriting guidelines it utilizes to determine which Contracts to purchase. These guidelines are specific and are designed to cause all of the Contracts that the Company purchases to have common risk characteristics. The Company utilizes its District Managers to evaluate their respective branch locations for adherence to these underwriting guidelines. The Company also utilizes an internal audit department to assure adherence to its underwriting guidelines. The Company utilizes the branch model, which allows for Contract purchasing to be done on the branch level. Each Branch Manager may interpret the guidelines differently, and as a result, the common risk characteristics tend to be the same on an individual branch level but not necessarily compared to another branch.
The allowance for loan losses is established through charges to earnings through the provision for credit losses. The allowance for credit losses is maintained at an amount that reduces the net carrying amount of finance receivables for incurred losses. If a static pool is fully liquidated and has any remaining reserves, the excess provision is immediately reversed during the period. For static pools that are not fully liquidated that are deemed to have excess reserves, such amounts are reversed against provision for credit losses during the period.
In analyzing a static pool, the Company considers the performance of prior static pools originated by the branch office, the performance of prior Contracts purchased from the dealers whose Contracts are included in the current static pool, the credit rating of the customers under the Contracts in the static pool, and current market and economic conditions. Each static pool is analyzed monthly to determine if the loss reserves are adequate, and adjustments are made if they are determined to be necessary.
15
Introduction
Consolidated net income decreased 17% to approximately $4.3 million for the three-month period ended September 30, 2013 as compared to $5.2 million for the corresponding period ended September 30, 2012. Diluted earnings per share decreased 17% to $0.35 as compared to $0.42 for the three months ended September 30, 2013 and September 30, 2012. Consolidated net income decreased 6% to approximately $10.0 million for the six-month period ended September 30, 2013 as compared to $10.6 million for the corresponding period ended September 30, 2012. Diluted earnings per share decreased 6% to $0.82 for the six months ended September 30, 2013 as compared to $0.87 for the six months ended September 30, 2012.
The results for the three months ended September 30, 2013 were adversely affected by a non-cash charge related to the change in fair value of interest rate swap agreements, an increase in operating expenses as a percentage of finance receivables, net, and an increase in the net charge-off rate.
The Companys software subsidiary, Nicholas Data Services, did not contribute significantly to consolidated operations in the three or six months ended September 30, 2013 or 2012.
Three months ended September 30, |
Six months ended September 30, |
|||||||||||||||
Portfolio Summary | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Average finance receivables, net of unearned interest (1) |
$ | 290,071,860 | $ | 282,424,703 | $ | 287,854,928 | $ | 281,087,493 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Average indebtedness (2) |
$ | 128,255,377 | $ | 109,000,000 | $ | 127,067,884 | $ | 109,875,000 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Interest and fee income on finance receivables (3)* |
$ | 20,943,161 | $ | 20,696,241 | $ | 41,412,533 | $ | 41,114,198 | ||||||||
Interest expense |
1,442,898 | 1,250,231 | 2,847,804 | 2,442,371 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net interest and fee income on finance receivables * |
$ | 19,500,263 | $ | 19,446,010 | $ | 38,564,729 | $ | 38,671,827 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average contractual rate (4) |
23.30 | % | 23.48 | % | 23.14 | % | 23.64 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Average cost of borrowed funds (2) |
4.50 | % | 4.59 | % | 4.48 | % | 4.45 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross portfolio yield (5)* |
28.88 | % | 29.31 | % | 28.77 | % | 29.25 | % | ||||||||
Interest expense as a percentage of average finance receivables, net of unearned interest |
1.99 | % | 1.77 | % | 1.98 | % | 1.74 | % | ||||||||
Provision for credit losses as a percentage of average finance receivables, net of unearned interest * |
5.48 | % | 4.62 | % | 4.60 | % | 4.53 | % | ||||||||
|
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|
|
|
|
|
|
|||||||||
Net portfolio yield (5)* |
21.41 | % | 22.92 | % | 22.19 | % | 22.98 | % | ||||||||
Marketing, salaries, employee benefits, depreciation and administrative expenses as a percentage of average finance receivables, net of unearned interest (6) |
11.07 | % | 10.31 | % | 11.10 | % | 10.20 | % | ||||||||
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|
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|
|
|
|
|
|||||||||
Pre-tax yield as a percentage of average finance receivables, net of unearned interest (7)* |
10.34 | % | 12.61 | % | 11.09 | % | 12.78 | % | ||||||||
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|
|||||||||
Write-off to liquidation (8) |
8.19 | % | 7.54 | % | 7.05 | % | 6.25 | % | ||||||||
Net charge-off percentage (9) |
7.10 | % | 6.39 | % | 6.13 | % | 5.23 | % |
Note: All three and six month key performance indicators expressed as percentages have been annualized.
(1) | Average finance receivables, net of unearned interest, represents the average of gross finance receivables, less unearned interest throughout the period. |
(2) | Average indebtedness represents the average outstanding borrowings under the Line. Average cost of borrowed funds represents interest expense as a percentage of average indebtedness. |
(3) | Interest and fee income on finance receivables does not include revenue generated by Nicholas Data Services, Inc., (NDS) the wholly-owned software subsidiary of Nicholas Financial, Inc. |
(4) | Weighted average contractual rate represents the weighted average annual percentage rate (APR) of all Contracts purchased and Direct Loans originated during the period. |
(5) | Gross portfolio yield represents finance revenues as a percentage of average finance receivables, net of unearned interest. Net portfolio yield represents finance revenue minus (a) interest expense and (b) the provision for credit losses as a percentage of average finance receivables, net of unearned interest. |
16
(6) | Administrative expenses included in the calculation above are net of administrative expenses associated with NDS which approximated $48,000 and $50,000 during the three-month periods ended September 30, 2013 and 2012 and $103,000 and $117,000 during the six-month periods ended September 30, 2013 and 2012, respectively. |
(7) | Pre-tax yield represents net portfolio yield minus administrative 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 gross receivable balance plus current period purchases minus voids and refinances minus ending gross receivable balance. |
(9) | Net charge-off percentage represents net charge-offs divided by average finance receivables, net of unearned interest, outstanding during the period. |
* | The amounts for the three and six months periods ended September 30, 2012 have been revised as discussed in Note 2 to the consolidated financial statements. |
Three months ended September 30, 2013 compared to three months September 30, 2012
Interest Income and Loan Portfolio
Interest and fee income on finance receivables, predominately finance charge income, increased 1% to approximately $20.9 million for the three-month period ended September 30, 2013 from $20.7 million for the corresponding period ended September 30, 2012. Average finance receivables, net of unearned interest equaled approximately $290.1 million for the three-month period ended September 30, 2013, an increase of 3% from $282.4 million for the corresponding period ended September 30, 2012. The primary reason average finance receivables, net of unearned interest, increased was the increase in the receivable base of several existing branches in younger markets and also the opening of new branch locations (see Contract Procurement and Loan Origination below). The gross finance receivable balance increased 3% to approximately $410.7 million as of September 30, 2013, from $396.9 million as of September 30, 2012. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield decreased to 28.88% for the three-month period ended September 30, 2013 compared to 29.31% for the three-month period ended September 30, 2012. The net portfolio yield decreased to 21.41% for the corresponding period ended September 30, 2013 from 22.92% for the three-month period ended September 30, 2012. The gross portfolio yield decreased due to a decrease of the weighted APR earned on finance receivables. The net portfolio yield decreased primarily due to an increase in the actual and expected net charge-offs and an increase in the provision for credit losses which are discussed below under Analysis of Credit Losses.
Marketing, Salaries, Employee Benefits, Depreciation and Administrative Expenses
Marketing, salaries, employee benefits, depreciation and administrative expenses increased to approximately $8.0 million for the three-month period ended September 30, 2013 from approximately $7.3 million for the corresponding period ended September 30, 2012. The increase of 10% was primarily attributable to new branch locations and an increase in costs associated with maintaining the finance receivable portfolio. The Company operated 65 and 63 branch locations as of September 31, 2013 and 2012, respectively. The Company opened additional branches and increased average headcount to 324 for the three-month period ended September 30, 2013 from 309 for the three-month period ended September 30, 2012. Marketing, salaries, employee benefits, depreciation, and administrative expenses as a percentage of finance receivables, net of unearned interest, increased to 11.07% for the three-month period ended September 30, 2013 from 10.31% for the three-month period ended September 30, 2012.
Interest Expense
Interest expense increased to approximately $1.4 million for the three-month period ended September 30, 2013 from $1.3 million for the three-month period ended September 30, 2012. One interest rate swap was entered into during the second quarter ended September 30, 2012. The following table summarizes the Companys average cost of borrowed funds:
Three months ended September 30, | ||||||||
2013 | 2012 | |||||||
Variable interest under the line of credit facility |
0.39 | % | 0.59 | % | ||||
Settlements under interest rate swap agreements |
0.30 | % | 0.28 | % | ||||
Credit spread under the line of credit facility |
3.81 | % | 3.72 | % | ||||
|
|
|
|
|||||
Average cost of borrowed funds |
4.50 | % | 4.59 | % | ||||
|
|
|
|
The Companys average cost of funds decreased mainly due to unused line fees decreasing during the three months ended September 30, 2013.
17
The weighted average notional amount of interest rate swap agreements was $50.0 million at a weighted average fixed rate of 0.94% for the three months ended September 30, 2013. The weighted average notional amount of interest rate swap agreements was $38.3 million at a weighted average fixed rate of 0.95% for the three months ended September 30, 2012. For further discussions regarding the effect of interest rate swap agreements see Note 6 Interest Rate Swap Agreements.
Six months ended September 30, 2013 compared to six months ended September 30, 2012
Interest Income and Loan Portfolio
Interest and fee income on finance receivables, predominately finance charge income, increased 1% to approximately $41.4 million for the six-month period ended September 30, 2013 from $41.1 million for the corresponding period ended September 30, 2012. Average finance receivables, net of unearned interest equaled approximately $287.9 million for the six-month period ended September 30, 2013, an increase of 2% from $281.1 million for the corresponding period ended September 30, 2012. The primary reason average finance receivables, net of unearned interest, increased was the increase in the receivable base of several existing branches in younger markets and also the opening of new branch locations (see Contract Procurement and Loan Origination below). The gross finance receivable balance increased 3% to approximately $410.7 million as of September 30, 2013, from $396.9 million as of September 30, 2012. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield decreased to 28.77% for the six-month period ended September 30, 2013 from 29.25% for the six-month period ended September 30, 2012. The net portfolio yield decreased to 22.19% for the period ended September 30, 2013 and 22.98% for the six-month period ended September 30, 2012. The gross portfolio yield decreased primarily due to a decrease in the weighted APR earned on finance receivables. The net portfolio yield decreased primarily due to an increase in the actual and expected net charge-offs and an increase in the provision for credit losses which are discussed below under Analysis of Credit Losses.
Marketing, Salaries, Employee Benefits, Depreciation and Administrative Expenses
Marketing, salaries, employee benefits, depreciation and administrative expenses increased to approximately $16.0 million for the six-month period ended September 30, 2013 from approximately $14.3 million for the corresponding period ended September 30, 2012. The increase of 12% was primarily attributable to new branch locations and an increase in costs associated with maintaining the finance receivable portfolio. The Company opened additional branches and increased average headcount to 323 for the six-month period ended September 30, 2013 from 303 for the six-month period ended September 30, 2012. Marketing, salaries, employee benefits, depreciation, and administrative expenses as a percentage of finance receivables, net of unearned interest, increased to 11.10% for the six-month period ended September 30, 2013 from 10.20% for the six-month period ended September 30, 2012.
Interest Expense
Interest expense increased to approximately $2.8 million for the six-month period ended September 30, 2013 from $2.4 million for the six-month period ended September 30, 2012. The following table summarizes the Companys average cost of borrowed funds for the six-month period ended September 30:
Six months ended September 30, |
||||||||
2013 | 2012 | |||||||
Variable interest under the line of credit facility |
0.37 | % | 0.55 | % | ||||
Settlements under interest rate swap agreements |
0.30 | % | 0.17 | % | ||||
Credit spread under the line of credit facility |
3.81 | % | 3.73 | % | ||||
|
|
|
|
|||||
Average cost of borrowed funds |
4.48 | % | 4.45 | % | ||||
|
|
|
|
The Companys average cost of funds increased slightly due to an increase in the interest rate swap settlements which is partially offset by the decrease in the unused line fees during the six months ended September 30, 2013.
The weighted average notional amount of interest rate swap agreements was $50.0 million at a weighted average fixed rate of 0.94% for the six months ended September 30, 2013. The weighted average notional amount of interest rate swap agreements was $20.7 million at a weighted average fixed rate of 0.96% for the six months ended September 30, 2012. For further discussions regarding the effect of interest rate swap agreements see Note 6 Interest Rate Swap Agreements.
18
Contract Procurement
The Company purchases Contracts in the fifteen states listed in the table below. The Contracts purchased by the Company are predominately for used vehicles; for the three and sixmonth periods ended September 30, 2013 and 2012, less than 2% were for new vehicles.
The following tables present selected information on Contracts purchased by the Company, net of unearned interest.
Three months ended September 30, |
Six months ended September 30, |
|||||||||||||||
State |
2013 | 2012 | 2013 | 2012 | ||||||||||||
FL |
$ | 12,216,078 | $ | 11,905,243 | $ | 24,325,129 | $ | 22,978,636 | ||||||||
GA |
4,301,192 | 4,092,085 | 8,448,535 | 8,013,127 | ||||||||||||
NC |
4,293,110 | 4,255,512 | 8,741,592 | 7,541,812 | ||||||||||||
SC |
1,523,503 | 1,116,343 | 2,923,877 | 1,773,212 | ||||||||||||
OH |
5,938,477 | 5,438,733 | 12,004,342 | 10,789,244 | ||||||||||||
MI |
1,536,299 | 1,067,327 | 3,251,601 | 2,147,595 | ||||||||||||
VA |
1,231,601 | 1,368,775 | 2,691,842 | 2,563,564 | ||||||||||||
IN |
1,862,772 | 2,096,014 | 3,997,562 | 4,009,700 | ||||||||||||
KY |
2,223,445 | 2,002,252 | 4,540,915 | 4,309,158 | ||||||||||||
MD |
689,643 | 732,360 | 1,209,300 | 1,110,605 | ||||||||||||
AL |
1,566,823 | 1,227,541 | 3,350,091 | 2,981,305 | ||||||||||||
TN |
1,485,664 | 1,403,082 | 3,260,178 | 2,767,160 | ||||||||||||
IL |
1,112,008 | 1,008,105 | 1,668,343 | 2,175,203 | ||||||||||||
MO |
1,628,678 | 1,174,734 | 2,762,400 | 2,775,180 | ||||||||||||
KS |
349,222 | 355,894 | 665,522 | 540,431 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 41,958,515 | $ | 39,244,000 | $ | 83,841,229 | $ | 76,475,932 | ||||||||
|
|
|
|
|
|
|
|
Three months ended September 30, |
Six months ended September 30, |
|||||||||||||||
Contracts |
2013 | 2012 | 2013 | 2012 | ||||||||||||
Purchases |
$ | 41,958,515 | $ | 39,244,000 | $ | 83,841,229 | $ | 76,475,932 | ||||||||
Weighted APR |
23.05 | % | 23.31 | % | 22.93 | % | 23.48 | % | ||||||||
Average discount |
8.51 | % | 8.14 | % | 8.43 | % | 8.57 | % | ||||||||
Weighted average term (months) |
52 | 49 | 52 | 49 | ||||||||||||
Average loan |
$ | 10,685 | $ | 10,352 | $ | 10,664 | $ | 10,136 | ||||||||
Number of Contracts |
3,927 | 3,791 | 7,862 | 7,545 |
Loan Origination
The following table presents selected information on Direct Loans originated by the Company, net of unearned interest.
Three months ended September 30, |
Six months ended September 30, |
|||||||||||||||
Direct Loans Originated |
2013 | 2012 | 2013 | 2012 | ||||||||||||
Originations |
$ | 2,655,698 | $ | 2,246,485 | $ | 5,294,857 | $ | 4,300,970 | ||||||||
Weighted APR |
27.25 | % | 26.34 | % | 26.53 | % | 26.36 | % | ||||||||
Weighted average term (months) |
29 | 28 | 29 | 28 | ||||||||||||
Average loan |
$ | 3,324 | $ | 3,338 | $ | 3,405 | $ | 3,314 | ||||||||
Number of loans |
799 | 673 | 1,555 | 1,298 |
19
Analysis of Credit Losses
As of September 30, 2013, the Company had 1,382 active static pools. The average pool upon inception consisted of 59 Contracts with aggregate finance receivables, net of unearned interest, of approximately $606,000.
The Company anticipates losses absorbed as a percentage of liquidation (see note 8 in the Portfolio Summary table on page 17 for the definition of write-off to liquidation) will be in the 5%-10% range during the remainder of the current fiscal year; however, no assurances can be given that the actual losses absorbed may not be higher as a result of further economic weakness. The longer-term outlook for portfolio performance will depend largely on the competition. Other indicators include the overall economic conditions, the unemployment rate, and the price of oil which impacts the cost of gasoline, food and many other items used or consumed by the average person. Also, the Companys ability to monitor, manage and implement its underwriting philosophy in additional geographic areas as it strives to continue its expansion will impact future portfolio performance. The Company does not believe there have been any significant changes in loan concentrations or terms of Contracts purchased during the three and six months ended September 30, 2013.
The provision for credit losses increased to approximately $4.0 million from approximately $3.3 million for the three months ended September 30, 2013 and 2012, respectively. The provision for credit losses increased to approximately $6.6 million from approximately $6.4 million for the six months ended September 30, 2013 and 2012, respectively. The Company has experienced favorable variances between projected write-offs and actual write-offs on many seasoned pools which has resulted in an increase in expected future cash flows. However, due to increased competition in more recent periods, the percentage of loans acquired that are categorized in the lower tiers of the Companys guidelines has increased. During the current periods, static pools originated during fiscal 2014 and 2013, while still performing at acceptable net charge-off levels, have experienced losses higher than static pools originated in previous years. Consequently, if this trend continues, the Company would expect the provision for credit losses to remain higher for future static pools. Accordingly, the amount of additional provision necessary to maintain an adequate allowance to absorb incurred losses in the existing portfolio was greater than the provision in fiscal 2013. The Companys losses as a percentage of liquidation increased to 8.19% from 7.54% for the three months ended September 30, 2013 and 2012, respectively. The Companys losses as a percentage of liquidation increased to 7.05% and 6.25% for the six months ended September 30, 2013 and 2012, respectively. The Company has also experienced increased losses in part due to a decrease in auction proceeds from repossessed vehicles. These proceeds are dependent upon several variables including the general market for repossessed vehicles. During the three months ended September 30, 2013 and 2012 auction proceeds from the sale of repossessed vehicles averaged approximately 47% and 51%, respectively of the related principal balance.
The Company believes delinquency trends over several reporting periods are useful in estimating future losses and overall portfolio performance. The Company also estimates future portfolio performance by considering various factors, the most significant of which are described as follows. The Company analyzes historical static pool performance for each branch location when determining appropriate reserve levels. Additionally, the Company utilizes results from internal branch audits as an indicator of future static pool performance. The Company also considers such things as the current unemployment rate in markets the Company operates in, the percentage of voluntary repossessions as compared to prior periods, the percentage of bankruptcy filings as compared to prior periods and other leading economic indicators. The delinquency percentage for Contracts more than thirty days past due as of September 30, 2013 was 5.69% as compared to 5.38% as of September 30, 2012. This increase is primarily as a result of increased competition in all markets that the Company presently operates in. Increased competition typically reduces discounts on contracts purchased and also results in a greater percentage of contracts, while still within guidelines, that result in lower credit quality. The delinquency percentage for Direct Loans more than thirty days past due as of September 30, 2013 was 1.63% as compared to 1.39% as of September 30, 2012. See Note 4 Finance Receivables for changes in allowance for credit losses, credit quality and delinquencies. Such increases the delinquency percentage for Contracts and the losses as a percentage of liquidation were contemplated in determining the appropriate reserve levels, particularly for less seasoned pools.
Recoveries as a percentage of charge-offs decreased to approximately 15.21% for the three months ended September 30, 2013 from approximately 15.78% for the three months ended September 30, 2012. Recoveries as a percentage of charge-offs decreased to approximately 17.90% for the six months ended September 30, 2013 from approximately 18.63% for the six months ended September 30, 2012. Historically, recoveries as a percentage of charge-offs fluctuate from period to period, and the Company does not attribute this decrease to any particular change in operational strategy or economic event.
In accordance with our policies and procedures, certain borrowers qualify for, and the Company offers, one-month principal payment deferrals on Contracts and Direct Loans. For the three months ended September 30, 2013 and September 30, 2012 the Company granted deferrals to approximately 6.49% and 6.10%, respectively, of total Contracts and Direct Loans. For the six months ended September 30, 2013 and September 30, 2012 the Company granted deferrals to approximately 11.70% and 11.68%, respectively, of total Contracts and Direct Loans. The number of deferrals is influenced by portfolio performance, general economic conditions and the unemployment rate.
20
Income Taxes
Driven by decreases in operating income, the provision for income taxes decreased to approximately $2.9 million for the three months ended September 30, 2013 from approximately $3.2 million for the three months ended September 30, 2012. The Companys effective tax rate increased to 40.07% for the three months ended September 30, 2013 from 38.60% for the three months ended September 30, 2012. The increase in the effective tax rate is related to an increase in non-deductible expenses. The provision for income taxes decreased to approximately $6.5 million for the six months ended September 30, 2013 from approximately $6.6 million for the six months ended September 30, 2012. The Companys effective tax rate increased to 39.17% for the six months ended September 30, 2013 from 38.54% for the six months ended September 30, 2012. The increase in the effective tax rate is related to an increase in non-deductible expenses.
Liquidity and Capital Resources
The Companys cash flows are summarized as follows:
Six months ended September 30, | ||||||||
2013 | 2012 | |||||||
Cash provided by (used in): |
||||||||
Operating activities |
$ | 10,771,698 | $ | 12,736,379 | ||||
Investing activities (primarily purchase of Contracts) |
(12,121,948 | ) | (7,454,040 | ) | ||||
Financing activities |
3,026,216 | (4,362,843 | ) | |||||
|
|
|
|
|||||
Net increase in cash |
$ | 1,675,966 | $ | 919,496 | ||||
|
|
|
|
The Companys primary use of working capital during the six months ended September 30, 2013, was the funding of the purchase of Contracts which are financed substantially through cash from principal payments received and cash from operations. The Line is secured by all of the assets of the Company and has a maturity date of November 30, 2014. The Company may borrow up to $150.0 million. Borrowings under the Line may be under various LIBOR pricing options plus 300 basis points with a 1% floor on LIBOR. As of September 30, 2013, the amount outstanding under the Line was approximately $131.0 million, and the amount available under the Line was approximately $19.0 million.
The Company will continue to depend on the availability of the Line, together with cash from operations, to finance future operations. Amounts outstanding under the Line have increased by approximately $5.5 million during the six months ended September 30, 2013. The increase of the Line is principally related to the fact that cash needed to fund new contracts exceeded cash received from operations. The amount of debt the Company incurs from time to time under these financing mechanisms depends on the Companys need for cash and ability to borrow under the terms of the Line. The Company believes that borrowings available under the Line as well as cash flow from operations will be sufficient to meet its short-term funding needs.
The Line requires compliance with certain debt covenants including financial ratios, asset quality and other performance tests. The Company is in compliance with all of its debt covenants.
On May 7, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on June 28, 2013 to shareholders of record as of June 21, 2013. On August 13, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on September 27, 2013 to shareholders of record as of September 20, 2013.
Contractual Obligations
The following table summarizes the Companys material obligations as of September 30, 2013.
Payments Due by Period | ||||||||||||||||||||
Total | Less than 1 year |
1 to 3 years |
3 to 5 years |
More than 5 years |
||||||||||||||||
Operating leases |
$ | 3,367,410 | $ | 1,597,993 | $ | 1,605,073 | $ | 164,344 | $ | | ||||||||||
Line of credit |
131,000,000 | | 131,000,000 | | | |||||||||||||||
Interest on Line 1 |
6,846,933 | 5,868,800 | 978,133 | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 141,214,343 | $ | 7,466,793 | $ | 133,583,206 | $ | 164,344 | $ | | ||||||||||
|
|
|
|
|
|
|
|
|
|
1 | Interest on outstanding borrowings under the Line as of September 30, 2013, is based on an effective interest rate of 4.48% and the estimated effect of the interest rate swap settlement at September 30, 2013. The effective interest rate used in the above table does not contemplate the possibility of entering into interest rate swap agreements in the future. |
21
Future Expansion
The Company currently operates a total of sixty-five branch locations in fifteen states, including twenty in Florida; eight in Ohio; six in North Carolina and Georgia; three in Kentucky, Indiana, Missouri, Michigan, and Alabama; two in Virginia, Tennessee, Illinois, and South Carolina; and one each in Maryland, and Kansas. Each office is budgeted (size of branch, number of employees and location) to handle up to 1,000 accounts and up to $7.5 million in gross finance receivables. To date, fourteen of our branches meet this capacity. The Company continues to evaluate additional markets for future branch locations, and subject to market conditions, would expect to open additional branch locations during fiscal 2014. The Company remains open to acquisitions should an opportunity present itself.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Market risks relating to the Companys 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
Managements objective is to minimize the cost of borrowing through an appropriate mix of fixed and floating rate debt. Derivative financial instruments, such as interest rate swap agreements, may be used for the purpose of managing fluctuating interest rate exposures that exist from ongoing business operations. The Company does not use interest rate swap agreements for speculative purposes.
ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of disclosure controls and procedures. In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q, the Companys management evaluated, with the participation of the Companys President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the date of such evaluation to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared.
Changes in internal controls. There have been no changes in the Companys internal control over financial reporting that occurred during the Companys last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
ITEM 1A. | RISK FACTORS |
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I Item 1A. Risk Factors in the Companys Annual Report on Form 10-K for the year ended March 31, 2013, which could materially affect our business, financial condition or future results. The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
ITEM 6. | EXHIBITS |
See exhibit index following the signature page.
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
NICHOLAS FINANCIAL, INC.
(Registrant)
Date: | November 12, 2013 | /s/ Peter L. Vosotas | ||||
Peter L. Vosotas | ||||||
Chairman of the Board, President, Chief Executive Officer and Director | ||||||
Date: | November 12, 2013 | /s/ Ralph T. Finkenbrink | ||||
Ralph T. Finkenbrink | ||||||
Senior Vice President, Chief Financial Officer and Director |
23
EXHIBIT INDEX
Exhibit No. |
Description | |
10.9 | Form of Dealer Agreement and Schedule thereto listing dealers that are parties to such agreements | |
31.1 | Certification of the President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 * | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. § 1350 | |
32.2 * | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. § 1350 | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
* | This certification accompanies the Quarterly Report on Form 10-Q and is not filed as part of it. |
Exhibit 10.9
NICHOLAS FINANCIAL, INC. Automobile Dealer Retail Agreement | ||
Non-Recourse Dealer Retail Agreement
The undersigned Dealer proposes to sell to the undersigned Nicholas Financial, Inc. (NFI), from time to time, Promissory Notes, Security Agreements, Retail Installment contracts, Conditional Sales Contracts, or other instruments hereinafter referred to as Contracts, evidencing installment payment obligations owing Dealer arising from the time sale of motor vehicle(s) and secured by such Contracts. It is understood that NFI shall have the sole discretion to determine which Contracts it will purchase from Dealer.
1. | Dealer represents and warrants that Contracts submitted to NFI for purchase shall represent valid, bona fide sales for the respective amount therein set forth in such Contracts and that such Contracts represent sales of motor vehicles owned by the Dealer and are free and clear of all liens and encumbrances. |
2. | Upon purchase by NFI of any contracts hereunder from dealer, dealer shall endorse and assign to NFI the obligations and all pertinent security, security instruments, along with such provisional endorsements as may be stipulated for such contracts purchased by NFI. |
3. | This Agreement, and sums payable hereunder, may not be assigned by Dealer without written consent of NFI. |
4. | Dealer acknowledges that NFI charges an acquisition fee and a $75.00 loan processing charge on all contracts purchased and funded by NFI. The acquisition fee and loan processing charge are taken from Dealer Proceeds and are Non-Refundable. The amount is disclosed on each transaction and is set by Nicholas Financial, Inc. |
5. | Perfection of Security Interest: For each Contract purchased by NFI, Dealer shall, within 20 days of the date of the Contract or within a lesser time period if required by applicable law, file and record all documents necessary to properly perfect the valid and enforceable first priority security interest of NFI in the Vehicle and shall send NFI all security interest filing receipts. A Contract shall be subject to Repurchase for the life of the Contract if NFI suffers a loss due to the Dealerships 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 attorneys 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. Dealers 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 NFIs 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: |
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DEALER NAME |
DEALER NAME | |
1 STOP MOTORSPORTS | ADVANTAGE USED CARS | |
1ST CHOICE AUTO SALES | ADVENTURE CHRYSLER JEEP | |
1ST CHOICE AUTO SALES INC | ADVENTURE SUBARU LLC | |
1ST CLASS AUTO SALES | AFFINITY AUTOMOTIVE REPAIRS & | |
1ST CLASS AUTOS | AFFORDABLE AUTO AUCTION | |
1ST FINANCIAL SERVICES | AJ CAR SALES | |
24/7 MOTORS LLC | AJS AUTO | |
247 AUTO SALES | ALEX KARRAS LINCOLN | |
3 BROTHERS INC | ALEXANDRIA MOTORS INC | |
3005 AUTO WHOLESALE CORP | ALFA MOTORS | |
301CARSALES.COM | ALL AMERICAN AUTO MART | |
31 W AUTO BROKERS INC | ALL CREDIT CAR SALES LLC | |
4042 MOTORS LLC | ALL SEASONS AUTO SALES | |
414 AUTO CENTER | ALL STAR AUTO GROUP | |
60 WEST AUTO SALES LLC | ALL STAR AUTO SALES | |
7TH STREET AUTO SALES | ALL STAR DODGE CHRYSLER JEEP | |
83 AUTO SALES LLC | ALL STAR MOTORS INC | |
A & D MOTORS, INC. | ALL WHEEL AUTO | |
A & S GRAND AVE | ALLAN VIGIL FORD | |
A 1 AUTO SALES INC | ALLANS SHOWCASE | |
A CAR AUTO SALES & LEASING | ALLEN TURNER AUTOMOTIVE | |
A LOT OF USED CARS | ALMA CHEVROLET BUICK GMC | |
A.R.J.S AUTO SALES, INC | ALS AUTO MART | |
A1 AUTO SALES | ALTERNATIVES | |
A7AUTO.COM LLC | AMERICAN AUTO SALES WHOLESALE | |
AAA AUTOMOTIVE LLC | AMERICAN PRESTIGE AUTOS INC | |
AACC AUTO CAR SALES, INC | AMERIFIRST AUTO CENTER, INC. | |
ABBYS AUTOS, INC. | AMS CARS | |
ABC AUTOTRADER LLC | ANDY MOHR BUICK PONTIAC GMC | |
ABES AUTO SALES | ANDY MOHR CHEVROLET, INC. | |
ACCEPTANCE AUTO SALES OF | ANDY MOHR TOYOTA | |
ACCURATE AUTOMOTIVE OF | ANGRY CARS | |
ACCURATE MOTORCARS, INC | ANNIE RAE INC | |
ACE AUTO STAR LLC | ANSWER ONE MOTORS | |
ACE AUTOMOTIVE, INC. | ANTHONY PONTIAC GMC BUICK INC | |
ACTION DIRECT USA | ANTHONY UNDERWOOD AUTOMOTIVE | |
ACURA OF ORANGE PARK | ANTHONY WAYNE AUTO SALES | |
ADAMS AUTO GROUP | ANY CREDIT AUTO SALES LLC | |
ADAMSON FORD LLC | APPROVAL AUTO CREDIT INC. | |
ADS AUTO DISCOUNT SALES INC | ARB WHOLESALE CARS INC | |
ADVANCED AUTO & TRUCK | ARBOGAST BUICK PONTIAC GMC | |
ADVANCED AUTO BROKERS, INC. | ARC AUTO LLC |
DEALER NAME |
DEALER NAME | |
ARCH ABRAHAM NISSAN LTD | AUTO PROFESSIONAL CAR SALES | |
ARENA AUTO SALES | AUTO RITE, INC | |
ARES FINANCIAL SERVICES LLC | AUTO SELECT | |
ART PINNOWS AUTO | AUTO SELECT INC | |
ASANKA CARS.COM | AUTO SENSATION USA, INC. | |
ASHEBORO NISSAN, INC | AUTO SOURCE OF GEORGIA | |
ASSOCIATED AUTOMOTIVE GROUP | AUTO SOURCE UNLIMITED LLC | |
ATA TRUCK & AUTO SALES | AUTO SPORT, INC. | |
ATCHINSON FORD SALES | AUTO STOP INC | |
ATL AUTO TRADE INC | AUTO TRADE GROUP INC | |
ATL AUTOS .COM | AUTO TRADEMARK | |
ATLANTA BEST USED CARS LLC | AUTO VILLA | |
ATLANTA LUXURY MOTORS INC | AUTO VILLA WEST | |
ATLANTIS RENT A CAR AND | AUTO WAREHOUSE INC | |
AUTO AMERICA | AUTO WEEKLY SPECIALS | |
AUTO B GOOD | AUTO WISE AUTO SALES | |
AUTO BRITE AUTO SALES | AUTO WISE BUYING SERVICE INC | |
AUTO CLUB OF MIAMI | AUTO WISE OF SHELBYVILLE | |
AUTO CREDIT | AUTO WORLD | |
AUTO DIRECT | AUTODRIVE, LLC | |
AUTO DIRECT COLUMBUS OH | AUTOLAND | |
AUTO DIRECT PRE-OWNED | AUTOLAND USA AT SMYRNA | |
AUTO EXPRESS ENTERPRISE INC | AUTOMAC USA INC | |
AUTO EXPRESS INC | AUTOMART #1 LLC | |
AUTO EXTREME INC | AUTOMATIC AUTO CREDIT | |
AUTO GROUP USA | AUTO-MATIC CREDIT ACCEPTANCE | |
AUTO LIBERTY OF ARLINGTON | AUTOMAX | |
AUTO LINE, INC. | AUTOMAX ATLANTA | |
AUTO LIQUIDATORS OF TAMPA, INC | AUTOMAX OF ANDERSON | |
AUTO LOOX | AUTOMAX OF GREENVILLE | |
AUTO MAC 2 | AUTOMAX OF GREER | |
AUTO MART, INC. | AUTOMONDEX INC | |
AUTO MASTERS | AUTONET GROUP LLC | |
AUTO MASTERS OF HERMITAGE LLC | AUTONOMICS | |
AUTO NETWORK OF THE TRIAD LLC | AUTOPLEX | |
AUTO NETWORK, INC. | AUTOPLEX IMPORT | |
AUTO PARK CORPORATION | AUTOPLEX, LLC | |
AUTO PASS SALES & SERVICE CORP | AUTORAMA PREOWNED CARS | |
AUTO PLAY LLC | AUTOS DIRECT INC | |
AUTO PLAZA INC | AUTOS ONLINE | |
AUTO PLUS OF SMITHVILLE LLC | AUTOSHOW SALES AND SERVICE | |
AUTO POINT USED CAR SALES | AUTOSPORTS | |
AUTO PORT | AUTOWAY CHEVROLET | |
AUTO PROFESSION CAR SALES 2 | AUTOWAY FORD OF BRADENTON |
DEALER NAME |
DEALER NAME | |
AUTOWAY TOYOTA | BEST DEAL AUTO SALES | |
AUTOWORLD USA | BEST FOR LESS AUTO INC | |
AUTOXSELL SALES & MARKETING | BEST KIA | |
AVIS FORD | BEST MOTORS OF HOLLYWOOD INC | |
AZZA MOTORS, INC. | BEST VALUE AUTO SALES INC | |
B & B AUTO PERFORMANCE LLC | BETTER AUTOMALL LLC | |
B & W MOTORS | BEXLEY MOTORCAR COMPANY LLC | |
BAKER BUICK GMC CADILLAC | BIG BLUE AUTOS, LLC | |
BALLAS BUICK GMC | BIG BOYS TOYS FLORIDA LLC | |
BALTIMORE WASHINGTON AUTO | BIG O DODGE OF GREENVILLE, INC | |
BAMA MOTORCARS INC | BILL BLACK CHEVROLET, | |
BANK AUTO SALES | BILL BRANCH CHEVROLET | |
BARBIES AUTOS CORPORATION | BILL BRYAN CHRYSLER DODGE JEEP | |
BARGAIN SPOT CENTER | BILL BUCK CHEVROLET, INC | |
BARRETT & SONS USED CARS | BILL CLOUGH FORD INC | |
BARTS CAR STORE | BILL CURRIE FORD | |
BASIC AUTO SALES | BILL MAC DONALD FORD INC | |
BATES FORD INC | BILL MARINE FORD INC | |
BAY PINES AUTO SALES | BILL OWENS AUTO SALES | |
BEACH BLVD AUTOMOTIVE, INC | BILLS & SON AUTO SALES INC | |
BEACH BOULEVARD AUTOMOTIVE INC | BILLS AUTO SALES & LEASING,LTD | |
BEACHSIDE RIDE | BILLY RAY TAYLOR AUTO SALES | |
BEAR VALLEY VEHICLE SALES INC | BIRMINGHAM WHOLESALE AUTO LLC | |
BEASLEY-CROSS PRE OWNED INC | BLACKSTONE IMPORTS OF | |
BEAU TOWNSEND FORD | BLACKWELL MOTORS INC | |
BEAU TOWNSEND NISSAN, INC. | BLEECKER CHEVROLET PONTIAC | |
BEDFORD AUTO WHOLESALE | BLOOMINGTON AUTO CENTER | |
BEEJAY AUTO SALES INC | BLOSSOM CHEVROLET, INC. | |
BELAIR ROAD DISCOUNT AUTO | BLUE PRINT AUTOMOTIVE GROUP II | |
BELLS AUTO SALES | BOB HOOK OF SHELBYVILLE, LLC | |
BEN DAVIS CHEVROLET OLDSMOBILE | BOB JEANNOTTE BUICK GMC TRUCK | |
BEN MYNATT NISSAN | BOB KING MITSUBISHI | |
BENSON CAR MART | BOB KINGS MAZDA | |
BENSON NISSAN | BOB MAXEY LINCOLN-MERCURY | |
BEREA AUTO MALL | BOB MONTGOMERY CHEVROLET, INC. | |
BERGER CHEVROLET | BOB STEELE CHEVROLET INC. | |
BERKELEY FORD | BOBB SUZUKI | |
BERMANS AUTOMOTIVE, INC. | BOBBY LAYMAN CHEVROLET, INC. | |
BERT SMITH INTERNATIONAL | BOLUFE ENTERPRISES, INC. | |
BESSEMER AL AUTOMOTIVE LLC | BOOMERS TRUCKS & SUVS LLC | |
BEST BUY AUTO SALES OF TAMPA | BORCHERDING ENTERPRISE, INC | |
BEST BUY MOTORS | BOSAK HONDA | |
BEST CAR PRICE USA, INC. | BOULEVARD AUTO SALES & LEASING | |
BEST CARS KC INC | BOWDEN MOTORS INC |
DEALER NAME |
DEALER NAME | |
BOYDS AUTO SALES | CAPITOL CADILLAC | |
BRAD WINDHAMS USED CARS INC | CAR BAZAAR INC OF FRANKLIN | |
BRADLEY CHEVROLET, INC. | CAR CENTRAL | |
BRADS USED CARS | CAR CITY USA LLC | |
BRAMLETT PONTIAC INC | CAR COLLECTION OF TAMPA INC. | |
BRANDON HONDA | CAR COLLECTION, INC. | |
BRANDON MITSUBISHI | CAR CONCEPTS REMARKETING | |
BRANNON HONDA | CAR CORNER | |
BROMAR LLC | CAR DEPOT | |
BRONDES FORD MAUMEE LTD | CAR FINDERS, LLC | |
BROTHERS AUTO SALES | CAR MART FL.COM | |
BROTHERS CHEVROLET OLDSMOBILE | CAR SOURCE, LLC. | |
BROWNS AUTO SALES | CAR ZONE | |
BRUCE KUNESH AUTO SALES | CAR ZONE | |
BRYANT USED CARS | CAR ZONE | |
BSK MOTOR CARS | CARDINAL MOTORS INC | |
BUCKEYE CITY AUTOMOTIVE GROUP | CARDIRECT LLC | |
BUCKEYE FORD LINCOLN MERC OF O | CAREY PAUL HONDA | |
BUCKEYE NISSAN, INC. | CARL GREGORY CHRYSLER-DODGE- | |
BUDS AUTO SALES | CARMART AUTO SALES, INC. | |
BURNS CHEVROLET, INC | CARMART AUTOMALL LLC | |
BURNWORTH ZOLLARS INC | CARMASTERS OF ARLINGTON | |
BUTLER KIA | CAROLINA AUTO EXCHANGE | |
BUTLER MOTOR CO. INC | CAROLINA AUTO SPORTS | |
BUY RIGHT AUTOMOTIVE, LLC | CAR-RIGHT | |
BUYERS CHOICE AUTO CENTER LLC | CARROLLTON MOTORS | |
BUZZ KARZ LLC | CARS & TRUCKS | |
BYERLY FORD-NISSAN, INC | CARS CARS CARS INC | |
BYERS CHEVROLET LLC | CARS GONE WILD II LLC | |
BYERS KIA | CARS GONE WILD LLC | |
C & D AUTO EXCHANGE | CARS N CARS, INC. | |
C & J AUTO WORLD LLC | CARS OF SARASOTA LLC | |
C & S SALES | CARS R US | |
CADILLAC OF NOVI INC | CARSMART, INC. | |
CAMPBELL BROTHERS AUTO SALE | CARZ, INC. | |
CANDYS AUTO WORLD INC | CASCADE AUTO GROUP, LTD | |
CANNON BUICK-MITSUBISHI | CASTLE AUTO OUTLET, LLC | |
CANNON USED CARS, INC | CASTLE USED CARS | |
CAPITAL AUTOMOTIVE SALES | CASTRIOTA CHEVROLET GEO INC. | |
CAPITAL BUICK PONTIAC GMC LLC | CAVALIER AUTO SALES INC | |
CAPITAL FORD INC | CAVALIER FORD-PORTSMOUTH | |
CAPITAL MOTORS | CC MOTORS INC | |
CAPITAL MOTORS LLC | CENTRAL PONTIAC INC. | |
CAPITOL AUTO | CHAMPION OF DECATUR, INC. |
DEALER NAME |
DEALER NAME | |
CHAMPION PREFERRED AUTOMOTIVE | COUGHLIN FORD OF CIRCLEVILLE | |
CHARLES BARKER PREOWNED OUTLET | COUGHLIN HYUNDAI | |
CHARLES MOTOR CO. | COUNTRY HILL MOTORS INC | |
CHARLOTTE MOTOR CARS LLC | COUNTRY HILL MOTORS, INC. | |
CHARS CARS LLC | COUNTRYSIDE FORD OF CLEARWATER | |
CHASE AUTO GROUP | COURTESY CHRYSLER DODGE JEEP | |
CHATHAM PARKWAY TOYOTA | COURTESY CHRYSLER JEEP DODGE | |
CHOICE AUTO SALES | COURTESY FORD | |
CHOICE AUTOMOTIVE GROUP | COURTESY NISSAN | |
CHRIS CARROLL AUTOMOTIVE | COURTESY TOYOTA | |
CHRIS MOTORS AUTO SALES | COX AUTO SALES, LLC | |
CHRIS SPEARS PRESTIGE AUTO | COX CHEVROLET INC | |
CHRONIC INC. | COX TOYOTA/SCION | |
CIRCLE CITY ENTERPRISES, INC. | COYLE CHEVROLET | |
CITA AUTO SALES INC | CRAIG & BISHOP, INC. | |
CITY STYLE IMPORTS INC | CRAIG & LANDRETH INC | |
CITY USED CARS, INC | CRAMER HONDA OF VENICE | |
CJS AUTO STORE | CRAMER TOYOTA OF VENICE | |
CLARK CARS INC | CREATIVE AUTOMOTIVE FINANCIAL | |
CLASSIC AUTO DEALER | CREDIT MASTER AUTO SALE INC | |
CLASSIC FORD | CREDIT NATION IZUZU | |
CLASSIC TOYOTA | CREDITMAX AUTO GROUP | |
CLEAN CARS | CRENCOR LEASING & SALES | |
CLIFT BUICK GMC | CRM MOTORS, INC. | |
CLINTON FAMILY FORD | CRONIC CHEVROLET, OLDSMOBILE- | |
CLONINGER FORD OF HICKORY | CROSSROADS FORD INC | |
COAST TO COAST AUTO SALES | CROWN AUTO DEALERSHIPS INC. | |
COASTAL AUTO GROUP INC. DBA | CROWN HONDA | |
COASTAL AUTOMOTIVE INC | CROWN KIA | |
COCONUT CREEK HYUNDAI | CROWN MOTORS INC | |
COGGIN HONDA | CROWN NISSAN | |
COLUMBUS AUTO RESALE, INC | CROWN NISSAN GREENVILLE | |
COLUMBUS CAR TRADER | CRYSTAL LAKE CHRYSLER JEEP INC | |
COOK MOTOR COMPANY | CURRIE MOTORS DRIVERS EDGE | |
COPPUS MOTORS - CHRYSLER,JEEP | CURRY HONDA | |
CORAL WAY AUTO SALES INC | D & J MOTORS, INC. | |
CORLEW CHEVROLET CADILLAC OLDM | DAN CUMMINS CHV BUICK PONTIAC | |
CORNERSTONER AUTOMOTIVE LLC | DAN HATFIELD AUTO GROUP | |
CORPORATE FLEET MANAGEMENT | DAN TOBIN PONTIAC BUICK GMC | |
CORTEZ MOTORS | DAN TUCKER AUTO SALES | |
COUCH MOTORS LLC | DANES AUTO SALES LLC | |
COUGHLIN AUTOMOTIVE- PATASKALA | DANS AUTO SALES, INC | |
COUGHLIN CHEVROLET- NEWARK | DARCARS WESTSIDE PRE-OWNED | |
COUGHLIN CHEVROLET OF | DAS AUTO BROKERS |
DEALER NAME |
DEALER NAME | |
DAVE GILL PONTIAC GMC | DON JACKSON CHRYSLER DODGE | |
DAVE SINCLAIR LINCOLN | DON MARSHALL CHYSLER CENTER | |
DAVES JACKSON NISSAN | DON MEALEY CHEVROLET | |
DAVID RICE AUTO SALES | DON MOORE CHEVROLET CADILLAC | |
DAVID SMITH AUTOLAND, INC. | DON REID FORD INC. | |
DAWSONS AUTO & TRUCK SALES INC | DON WOOD AUTOMOTIVE LTD | |
DAYS AUTO SALES INC | DONS AUTOMOTIVE GROUP LLC | |
DBA AUTONATION CHEVROLET | DORAL CARS OUTLET | |
DEACON JONES AUTO PARK | DOTSON BROS CHRYS DODGE PLYM | |
DEACON JONES NISSAN LLC | DOUG MARINE MOTORS INC | |
DEALER SERVICES FINANCIAL CTR | DOWN HOME MOTORS LLC | |
DEALERS CHOICE MOTOR COMPANY | DRIVE SOURCE | |
DEALS FOR WHEELS | DRIVER SEAT AUTO SALES LLC | |
DEALS ON WHEELS | DRIVERIGHT AUTO SALES, INC. | |
DEALS ON WHEELS AUTO MART | DRIVERS WORLD | |
DEALS ON WHEELS WHOLESALE LLC | DRIVEWAYCARS.COM | |
DEALZ AUTO TRADE | DUBLIN CADILLAC NISSAN GMC | |
DEALZ ON WHEELZ LLC | DUGAN CHEVROLET PONTIAC | |
DEAN SELLERS, INC. | DUKE IMPORTS, INC. | |
DEECOS AUTO SALES INC | DULUTH AUTO EXCHANGE | |
DENNIS AUTO POINT | DUNN CHEVROLET OLDS INC. | |
DEPENDABLE MOTOR VEHICLES INC | DURAN MOTOR SPORTS INC | |
DEREK MOTORCAR CO INC | DUVAL FORD | |
DESTINYS AUTO SALES | DYNASTY MOTORS | |
DIAMOND II AUTO SALES, INC. | E & R AUTO SALES INC | |
DIAMOND MOTORS OF DAYTONA | E AUTO SOLUTIONS | |
DIANE SAUER CHEVROLET, INC. | EAGLE AUTO STORE INC | |
DICK MASHETER FORD, INC. | EAGLE ONE AUTO SALES | |
DICK SCOTT NISSAN, INC. | EARL TINDOL FORD, INC. | |
DIMMITT CHEVROLET | EAST ANDERSON AUTO SALES | |
DIRECT AUTO EXCHANGE, LLC | EAST CHARLOTTE NISSAN | |
DIRECT AUTO SALES LLC | EAST LAKE TRUCK & CAR SALES | |
DIRECT SALES & LEASING | EAST ORLANDO KIA | |
DISCOUNT AUTO BROKERS | EASTERN SHORE AUTO BROKERS INC | |
DIVERSIFIED AUTO SALES | EASY AUTO AND TRUCK | |
DIVINE AUTO SALES | EAZY RIDE AUTO SALES LLC | |
DIXIE IMPORT INC | ECONO MOTORS.NET | |
DIXIE WAY MOTORS INC | ECONOMIC AUTO SALES INC | |
DM MOTORS, INC. | ECONOMY AUTO MART | |
DODGE OF ANTIOCH INC | ECONOMY RENT A CAR & SALES INC | |
DOMESTIC ACQUISITIONS | ED HOWARD LINCOLN MERCURY INC. | |
DON AYERS PONTIAC INC | ED MARTIN PONTIAC GMC | |
DON FRANKLIN CHEVROLET, BUICK | ED NAPLETON ELMHURST IMPORTS I | |
DON HINDS FORD, INC. | ED NAPLETON HONDA |
DEALER NAME |
DEALER NAME | |
ED SCHMID FORD INC | FEDERICO PRE OWNED CENTER LLC | |
ED VOYLES HONDA | FERMAN CHRYSLER JEEP DODGE AT | |
ED VOYLES HYUNDAI | FERMAN CHRYSLER PLYMOUTH | |
ED VOYLES KIA OF CHAMBLEE | FIAT OF SAVANNAH | |
EDDIE ANDRESON MOTORS | FIAT OF WINTER HAVEN | |
EDDIE AUTO BROKERS | FINAST AUTO SALES | |
EDDIE CRAIGS EXPRESS | FIRKINS C.P.J.S. | |
EDDIE MERCER AUTOMOTIVE | FIRST CHOICE AUTOMOTIVE INC | |
EDGE MOTORS | FIRST STOP AUTO SALES | |
EDWARDS CHEVROLET CO | FISCHER NISSAN INC. | |
EGOLF FORD OF BREVARD LLC | FITZGERALD MOTORS, INC. | |
EJS QUALITY AUTO SALES, INC. | FIVE STAR CAR & TRUCK | |
ELITE AUTO SALES OF ORLANDO | FIVE STAR FORD STONE MOUNTAIN | |
ELITE CAR OUTLET INC | FLETCHER CHRYSLER PRODUCTS INC | |
ELITE CAR SALES OF CLEARWATER | FLORIDA AUTO EXCHANGE | |
ELITE CAR SALES WEST INC | FLORIDA FINE CARS INC | |
ELITE IMPORTS | FLORIDA TRUCK SALES | |
ELITE MOTORS, INC. | FLOW HONDA | |
ELITE RIDES | FLOW VOLKSWAGEN OF GREENSBORO | |
EMPIRE AUTO SALES & SERVICE | FORD OF PORT RICHEY | |
EMPIRE AUTOMOTIVE GROUP | FORT MYERS TOYOTA INC. | |
ENGLEWOOD FORD | FORT PIERCE MOTORS, INC. | |
ENTERPRISE | FORT WALTON BEACH | |
ENTERPRISE CAR SALES | FORT WAYNE CREDIT CONNECTION I | |
ENTERPRISE CAR SALES | FORT WAYNE TOYOTA/LEXUS OF | |
ENTERPRISE CAR SALES | FORTUNE MOTOR GROUP | |
ENTERPRISE LEASING CO OF | FOX AUTO SALES | |
ENTERPRISE LEASING CO. OF ORL. | FOX FORD LINCOLN MIDWEST LLC | |
ENTERPRISE LEASING COMPANY | FOXWORTHY AUTO SUPERSTORE | |
ENTERPRISE LEASING COMPANY | FRANK LETA AUTOMOTIVE OUTLET | |
ENTERPRISE LEASING COMPANY | FRANK MYERS AUTO SALES, INC | |
ERNEST MOTORS, INC. | FRANKIES AUTO SALES | |
ERNIE PATTI AUTO LEASING & | FRED ANDERSON KIA | |
ERWIN CHRYSLER PLYMOUTH DODGE | FRED MARTIN FORD | |
EXOTIC MOTORCARS | FREDERICO PRE-OWNED CENTER LLC | |
EXPERT AUTO GROUP INC | FREEDOM AUTO SALES | |
EXTREME MOTORCARS USA INC | FREEDOM AUTO SALES | |
EZ AUTO & TRUCK PLAZA II INC | FREEDOM AUTOMOTIVE OF IVEL | |
EZ PAY AUTO SALES | FREEWAY MOTORCARS, INC. | |
E-Z WAY CAR SALES & RENTALS | FRENSLEY CHRYSLER PLYMOUTH | |
FACIDEAL AUTO CENTER INC | FRIDAYS AUTO SALES, INC. | |
FAIRLANE FORD SALES, INC. | FRIENDLY FINANCE AUTO SALES | |
FAMILY KIA | FRITZ ASSOCIATES | |
FANELLIS AUTO | FRONTIER MOTORS INC |
DEALER NAME |
DEALER NAME | |
FUTURE AUTOMOTIVE LLC | GRAVITY AUTOS ROSWELL | |
G & R AUTO SALES CORP | GREAT BRIDGE AUTO SALES | |
G & W MOTORS INC | GREAT LAKES CHRYSLER DODGE JEE | |
GAINESVILLE MITSUBISHI | GREEN FLAG AUTO SALES | |
GANLEY BEDFORD IMPORTS INC | GREEN LIGHT CAR SALES | |
GANLEY CHEVROLET, INC | GREENBRIER DODGE OF CHES, INC. | |
GANLEY CHRYSLER JEEP DODGE INC | GREENE FORD COMPANY | |
GANLEY EAST, INC | GREENLIGHT MOTORS, LLC | |
GANLEY LINCOLN MERCURY | GREENS TOYOTA | |
GANLEY, INC | GREENWISE MOTORS | |
GARY SMITH FORD | GREER NISSAN | |
GASTONIA CHRYSLER JEEP DODGE | GREG COATS CARS AND TRUCKS | |
GATES CHEV PONT GMC BUICK | GREG SWEET FORD INC | |
GATEWAY AUTO PLAZA | GRIFFIN FORD SALES, INC. | |
GATOR CHRYSLER-PLYMOUTH, INC. | GRIMALDI AUTO SALES INC | |
GENE GORMAN AUTO SALES | GULF ATLANTIC WHOLESALE INC | |
GENERAL AUTO LLC | GULF COAST AUTO BROKERS, INC. | |
GEN-X CORP | GULF MOTORS OF FT. MEYERS | |
GEOFF ROGERS AUTOPLEX | GWINNETT PLACE FORD | |
GEORGIA CHRYSLER DODGE | GWINNETT PLACE NISSAN | |
GEORGIA FINE CARS LLC | H & H AUTO SALES | |
GEORGIA MOTORS | H & S AUTO SALES LLC | |
GEORGIA ON WHEELS | HAASZ AUTO MALL, LLC | |
GERALDA AUTO SALES | HAIMS MOTORS INC | |
GERMAIN TOYOTA | HALEY FORD | |
GERMAIN TOYOTA | HALEY TOYOTA CERTIFIED | |
GETTEL BMW OF GAINESVILLE | HALLECK AUTO SALES | |
GETTEL NISSAN OF SARASOTA | HALLEEN KIA | |
GETTEL TOYOTA | HAMILTON CHEVROLET INC | |
GILBERT CHEVROLET COMPANY INC | HAMMCO INC | |
GLEN BURNIE AUTO EXCHANGE, INC | HAPPY AUTO MART | |
GLOVER AUTO SALES | HAPPY CARS INC | |
GMT AUTO SALES, INC | HARBOR CITY AUTO SALES, INC. | |
GOLDEN OLDIES | HARDIES USED CARS, LLC | |
GOLLING CHRYSLER JEEP | HARDY CHEVROLET | |
GOOD MOTOR COMPANY LLC | HARPER AUTO SALE, LLC | |
GOOD TO GO AUTO SALES, INC. | HARRELSON NISSA | |
GOODMAN CHEV OLDS CAD NISSAN | HARRIET SALLEY AUTO GROUP LLC | |
GORDON CHEVROLET, INC. | HATFIELD USED CAR CENTER | |
GORDON CHEVROLET-GEO | HAWKINSON NISSAN LLC | |
GOWEN WHOLESALE AUTO | HAYNES AUTO SALES LLC | |
GR MOTOR COMPANY | HEADQUARTER TOYOTA | |
GRANT CAR CONCEPTS | HEATH MOTORSPORTS | |
GRANT MOTORS CORP. | HEATHER DAWN AUTO SALES |
DEALER NAME |
DEALER NAME | |
HELLER CAR COMPANY, INC | HUBLER AUTO PLAZA | |
HENDRICK CHEVROLET LLC | HUBLER CHEVROLET INC | |
HENDRICK CHRYSLER DODGE JEEP | HUBLER FINANCE CENTER | |
HENDRICK HONDA | HUBLER NISSAN, INC. | |
HENDRICK HONDA | HUDSON AUTO SALES | |
HENDRICK HYUNDAI NORTH | HUNTER AUTO | |
HENDRICKSCARS.COM | HUNTER SUBARU HYUNDAI | |
HENNESSY MAZDA PONTIAC | HUSTON MOTORS INC. | |
HERITAGE AUTOMOTIVE GROUP | HWY 150 BUYERS WAY, INC. | |
HERITAGE BUICK GMC HONDA | HYUNDAI OF BRADENTON | |
HERITAGE CADILLAC-OLDS, INC. | HYUNDIA OF GREER | |
HERITAGE MOTOR COMPANY | I 95 TOYOTA & SCION | |
HERITAGE MOTOR COMPANY INC. | I AM CARS LTD | |
HERITAGE NISSAN | IAUTO INC | |
HERRNSTEIN CHRYSLER INC | IDEAL AUTO | |
HIBDON MOTOR SALES | IDEAL USED CARS INC | |
HICKORY HOLLOW CARNIVAL KIA | IMAGINE CARS | |
HIDY ACURA | IMPERIAL MOTORS | |
HIGH Q AUTOMOTIVE CONSULTING | IMPERIAL SALES & LEASING INC | |
HIGHLINE AUTOSPORTS LLC | IMPEX AUTO SALES | |
HIGHLINE IMPORTS, INC. | IMPORT AUTO BROKERS INC | |
HILL NISSAN INC | IMPORTS OF TIDEWATER | |
HILLMAN MOTORS, INC. | INDIAN RIVER LEASING CO | |
HILLSIDE MOTORS | INDOOR AUTO SALES, INC. | |
HILTON HEAD MITSUBISHI | INDY MOTORSPORTS | |
HOGSTEN AUTO WHOLESALE | INDYS UNLIMITED MOTORS | |
HOLLAND BROTHERS MOTORS LLC | INFINITI OF BEDFORD | |
HOLLYWOOD MOTOR CO #1 | INTEGRITY AUTO CENTER INC | |
HOLLYWOOD MOTOR CO #3 | INTEGRITY AUTO PLAZA LLC | |
HOLLYWOOD MOTOR SALES | INTEGRITY AUTO SALES OF JACKSO | |
HOMESTEAD MOTORS | INTEGRITY AUTOMOTIVE | |
HOMETOWN AUTO MART, INC | INTERNATIONAL AUTO LIQUIDATORS | |
HONDA CARS OF BRADENTON | INTERNATIONAL AUTO OUTLET | |
HONDA CARS OF ROCK HILL | INTERSTATE MOTORS LLC | |
HONDA OF FRONTENAC | IVAN LEONARD CHEVROLET | |
HONDA OF GAINESVILLE | J & M AFFORDABLE AUTO, INC. | |
HONDA OF MENTOR | J & M MOTORS LLC | |
HONDA OF OCALA | JACK DEMMER FORD, INC. | |
HONDA OF THE AVENUES | JACK MAXTON CHEVROLET INC | |
HOOSIER TOM, INC. | JACK MAXTON CHEVROLET, INC | |
HOOVER AUTOMOTIVE LLC | JACKIE MURPHYS USED CARS | |
HOOVER CHRYSLER PLYMOUTH DODGE | JACK-SON AUTO SALES INC | |
HOOVER MITSUBISHI CHARLESTON | JACKSONVILLE AUTO LINK INC | |
HORNBUCKLE MOTORS LLC | JACOBY MOTORS INC |
DEALER NAME |
DEALER NAME | |
JADES AUTO SALE INC | JK AUTOMOTIVE GROUP LLC | |
JAKE SWEENEY CHEVROLET, INC | JODECO AUTO SALES | |
JAKE SWEENEY MAZDA WEST | JOE DENNIS MOTORS, LLC | |
JAKE SWEENEY SMARTMART INC | JOE KIDD MITSUBISHI | |
JAKMAX | JOE WINKLES AUTO SALES LLC | |
JAMES TAYLOR AUTOPARK LLC | JOHN BLEAKLEY FORD | |
JAMESTOWN AUTO SALES INC | JOHN FINGER MAZDA | |
JAMIES DISCOUNT AUTO SALES | JOHN HEISTER CHEVROLET | |
JARRETT FORD OF PLANT CITY | JOHN HIESTER CHEVROLET | |
JARRETT GORDON FORD INC | JOHN HIESTER CHRYSLER DODGE | |
JARRETT-GORDON FORD OF WINTER | JOHN HINDERER HONDA | |
JAX AUTO WHOLESALE, INC. | JOHN JENKINS, INC. | |
JAY CHEVROLET, INC | JOHN JONES CHEVY PONTIAC OLDS | |
JAY HONDA | JOHN KOOL LINCOLN MERCURY INC | |
JAY PONTIAC BUICK | JOHNNY WRIGHT AUTO SALES LLC | |
JC AUTOMAX | JOHNNYS AUTOS LLC | |
JC LEWIS FORD, LLC | JOHNNYS MOTOR CARS LLC | |
JEANIES AUTOMOTIVE INC | JOHNSON AUTOPLEX | |
JEFF SCHMITT AUTO GROUP | JOMAX AUTO SALES | |
JEFF WYLEF CHEVROLET OF | JON HALL CHEVROLET INC. | |
JEFF WYLER CHEVROLET, INC | JORDAN AUTO SALES | |
JEFF WYLER SPRINGFIELD, INC | JOSEPH CHEVROLET OLDSMOBILE CO | |
JEFFREY P. HYDER | JOSEPH MOTORS | |
JEFFREYS AUTO EXCHANGE | JOSEPH TOYOTA INC. | |
JENKINS ACURA | JPL AUTO EMPIRE | |
JENKINS NISSAN, INC. | JT AUTO INC. | |
JERRY HAGGERTY CHEVROLET INC | JTR AUTOMOTIVE GROUP | |
JERRY HUNT AUTO SALES | JULIANS AUTO SHOWCASE, INC. | |
JERRY WILSONS MOTOR CARS | JUST-IN-TIME AUTO SALES INC | |
JERRYS CHEVROLET | K & B FINANCIAL SERVICES INC | |
JIDD MOTORS INC | K T AUTO SALES LLC | |
JIM BURKE NISSAN | KACHARS USED CARS, INC. | |
JIM COGDILL DODGE CO | KAHLER AUTO SALES LLC | |
JIM DOUGLAS SALES AND SERVICE | KALER LEASING SERVICES INC | |
JIM KIRBY AUTOMOTIVE | KALS AUTO SALES, INC. | |
JIM ORR AUTO SALES | KAR CONNECTION | |
JIM SKINNER FORD INC | KARL FLAMMER FORD | |
JIM WALDRON MILLER ROAD INC | KAW VALLEY INDUSTRIAL INC | |
JIM WHITE HONDA | KCK AUTO SALES | |
JIM WOODS AUTOMOTIVE, INC. | KEFFER PRE-OWNED SOUTH | |
JIMMIE VICKERS INC. | KEITH HAWTHORNE FORD OF | |
JIMMY BROCKMAN USED CARS | KEITH HAWTHORNE HYUNDAI, LLC | |
JIMMY SMITH PONTIAC BUICK GMC | KEITH HAWTORNE FORD | |
JJDS AUTO WHOLE SALE LLC | KEITH PIERSON TOYOTA |
DEALER NAME |
DEALER NAME | |
KELLEY BUICK GMC INC | LAKE ST LOUIS AUTO | |
KELLY NISSAN INC | LAKELAND CAR COMPANY LLC | |
KENDALL TOYOTA | LAKELAND NEW CAR ALTERNATIVE | |
KENNYS AUTO SALES, INC | LAKESIDE AUTO SALES, INC. | |
KENS AUTOS | LAKEWOOD MOTOR SALES LLC | |
KENS KARS | LALLY ORANGE BUICK PONTIAC GMC | |
KERNERSVILLE DODGE | LANDERS MCLARTY CHEVROLET | |
KEVINS CAR SALES | LANDERS MCLARTY SUBARU | |
KEY CHRYLSER PLYMOUTH INC | LANDMARK CDJ OF MONROE, LLC | |
KIA ATLANTA SOUTH | LANE 1 MOTORS | |
KIA AUTO SPORT | LANGDALE HONDA KIA OF | |
KIA COUNTRY OF SAVANNAH | LANGDALE HYUNDAI | |
KIA OF ANDERSON | LANIGANS AUTO SALES | |
KIA OF CLARKSVILLE | LARRY JAY IMPORTS, INC | |
KIA OF GASTONIA | LARRYS USED CARS | |
KIA OF LEESBURG | LASCO FORD INC | |
KIA TOWN CENTER | LEBANON FORD LINCOLN | |
KING AUTOMOTIVE, LLC | LEE FAMILY MOTORS INC | |
KING MOTORS | LEES AUTO SALES, INC | |
KINGDOM CHEVROLET INC | LEES SUMMIT DODGE CHRYSLER JEE | |
KINGDOM MOTOR CARS | LEES SUMMIT NISSAN | |
KINGS FORD, INC | LEGACY MOTORS | |
KINGS HONDA | LEGACY MOTORS #2 | |
KINGS KIA | LETS DEAL AUTO SALES | |
KINGS OF QUALITY AUTO SALES | LEWIS AUTO SALES | |
KINGSWAY MOTORS | LEXUS OF PEMBROKE PINES | |
KISSELBACK FORD | LGE CORP | |
KLASSIC CARS LLC | LIBERTY AUTO CITY INC | |
KMAX INC | LIBERTY AUTO OUTLET INC | |
KNE MOTORS, INC. | LIBERTY FORD SOUTHWEST, INC | |
KNH WHOLESALE | LIBERTY MOTORS LLC | |
KNOX BUDGET CAR SALES & RENTAL | LIBERTY USED MOTORS INC | |
KOE-MAK CORP | LIPTON TOYOTA | |
KUHN HONDA VOLKSWAGON | LITTLE RIVER TRADING CO OF | |
KUHN MORGAN TOYOTA SCION | LOGANVILLE FORD | |
KUNES COUNTY FORD OF ANTIOCH | LOKEY NISSAN | |
L & M MOTORS, LLC | LONGSTREET AUTO | |
LA AUTO STAR, INC. | LOR MOTORCARS | |
LAFONTAINE AUTO GROUP | LOU LARICHE CHEVROLET INC | |
LAGRANGE MOTORS | LOU SOBH PONTIAC/BUICK/GMC | |
LAGRANGE TOYOTA INC | LOUDON MOTORS, INC | |
LAKE HARTWELL HYUNDAI | LOWERY BROS. OVERSTOCK LLC | |
LAKE NISSAN SALES, INC. | LOWEST PRICE TRANSPORTATION | |
LAKE NORMAN MOTORS LLC | LUXURY AUTO DEPOT |
DEALER NAME |
DEALER NAME | |
LUXURY AUTO MALL | MAZDA SAAB OF BEDFORD | |
LUXURY CARS & FINANCIAL, INC. | MAZDA WESTSIDE | |
LUXURY IMPORTS AUTO SALES | MCCLUSKY AUTOMOTIVE LLC | |
LUXURY MOTORS LLC | MCGHEE AUTO SALES INC. | |
M & F AUTO PARK, INC. | MCJ AUTO SALES OF CENTRAL FLOR | |
M & L MOTOR COMPANY, INC. | MCKENNEY CHEVROLET | |
M & M AUTO GROUP INC | MCKENNEY DODGE LLC | |
M & M AUTO SUPER STORE | MCKENNEY-SALINAS HONDA | |
MACATAWA AUTO & FINANCE CO | MD AUTO SALES LLC | |
MACHADO AUTO SELL LLC | MEADE BROTHERS AUTO LLC | |
MACON DEALS INC | MEDINA AUTO BROKERS | |
MADINA AUTO BROKERS | MEDLIN MOTORS, INC. | |
MAGIC IMPORTS OF | MELROSE PARK AUTO MALL | |
MAHER CHEVROLET INC | MEMBERS SALES AND LEASING INC | |
MAINLAND AUTO SALES INC | MENTOR IMPORTS,INC. | |
MANASSAS AUTO TRUCK & TRACTOR | MENTOR NISSAN | |
MANASSAS AUTOMOBILE GALLERY | MEROLLIS CHEVROLET SALES | |
MANNYS USED CARS LLC | METRO IMPORTS INC | |
MARANATHA AUTO | METRO USED CARS | |
MARANATHA CAR CO | METROLINA AUTO SALES INC | |
MARCH MOTORS INC. | MIAMI AUTO COLLECTION, INC | |
MARIETTA AUTO MALL CENTER | MIAMI AUTO SHOW LLC | |
MARK SWEENEY BUICK PONTIAC GMC | MIAMI CARS INTERNATIONAL INC | |
MARLOZ OF HIGH POINT | MICHAELS IMPORTS | |
MARSHALL FORD | MICHAELS MOTOR CO | |
MARSHALL MOTORS OF FLORENCE | MID AMERICA AUTO EXCHANGE INC | |
MASHBURN MOTORS | MID AMERICA AUTO GROUP | |
MASTER CAR INTERNATIONAL, INC | MID ATLANTIC AUTO SALES NETWOR | |
MASTER CARS | MID ATLANTIC AUTO SPECIALIST | |
MASTERS AUTO SALES LLC | MID FLORIDA WHOLESALERS INC | |
MATHEWS BUDGET AUTO CENTER | MID RIVERS MOTORS | |
MATHEWS FORD INC. | MIDDLE TENNESSEE AUTO MART LLC | |
MATHEWS FORD OREGON, INC | MIDDLETOWN FORD, INC | |
MATIA MOTORS, INC | MIDFIELD MOTOR COMPANY, INC. | |
MATRIX AUTO SALES, INC. | MIDSTATE MOTORS | |
MATTERN AUTOMOTIVE,INC | MID-TOWN MOTORS LLC | |
MATTHEWS MOTOR COMPANY | MIDWAY AUTO GROUP | |
MATTHEWS MOTORS 2 INC | MIDWAY MOTORS | |
MATTHEWS MOTORS INC. | MIDWEST AUTO GROUP MISSOURI | |
MATTHEWS-HARGREAVES CHEVROLET | MIDWEST AUTO STORE LLC | |
MAXIE PRICE CHEVROLETS OLDS, | MIDWEST FINANCIAL SERVICES | |
MAXKARS MOTORS | MIDWEST MOTORS & TIRES | |
MAYSVILLE AUTO SALES | MIDWESTERN AUTO SALES, INC. | |
MAZDA OF SOUTH CHARLOTTE | MIG CHRYSLER DODGE JEEP RAM |
DEALER NAME |
DEALER NAME | |
MIKE BASS FORD | NALLEY HONDA | |
MIKE CASTRUCCI CHEVY OLDS | NALLEY INFINITI | |
MIKE CASTRUCCI FORD OF ALEX | NAPLETONS HYUNDAI | |
MIKE CASTRUCCI FORD SALES | NAPLETONS NISSAN/NAPLETONS | |
MIKE ERDMAN TOYOTA | NAPLETONS NORTH PALM AUTO PK | |
MIKE REED CHEVROLET INC | NAPLETONS RIVER OAKS CHRYSLER | |
MIKES TRUCKS AND CARS | NAPLETONS RIVER OAKS KIA | |
MILE STRETCH AUTO SALES | NASA BROTHERS INC | |
MILFORD MOTORS, INC | NASH CHEVROLET COMPANY | |
MILLENIUM AUTOMOTIVE GROUP | NASHVILLE AUTOMOTIVE GROUP LLC | |
MILNER OQUINN FORD SALES INC | NASHVILLE MOTOR CARS PREMIER | |
MILTON DODGE CHRYSLER JEEP | NATIONAL ADVANCE CORP | |
MILTON MARTIN HONDA | NATIONAL AUTO SALES | |
MINIVAN SOURCE, INC. | NATIONAL CAR MART, INC | |
MIRACLE CHRYSLER DODGE JEEP | NATIONAL ROAD AUTOMOTIVE LLC | |
MITCHELL MOTORS | NEIL HUFFMAN NISSAN | |
MODERN CHEVROLET | NEIL HUFFMAN VW | |
MODERN CORP | NELSON AUTO GROUP | |
MONROE DODGE/CHRYSLER INC. | NELSON AUTO SALES | |
MONTGOMERY MOTORS | NELSON MAZDA RIVERGATE | |
MONTROSE FORD LINCOLN/MERCURY | NEW CARLISLE CHRYSLER JEEP | |
MONZON AUTO SALES INC | NEW GENERATION MOTORS INC | |
MOODY MOTORS | NEWPORT AUTO GROUP | |
MORGAN MOTORS INC | NEWTONS AUTO SALES, INC. | |
MOTOR CAR CONCEPTS II | NICKS AUTO MART | |
MOTOR KING INC | NIMNICHT PONTIAC | |
MOTOR WORLD INC | NISSAN OF GALLATIN | |
MOTORCARS TOYOTA | NISSAN OF MELBOURNE | |
MOTORHOUSE INC | NISSAN OF ST AUGUSTINE | |
MOTORMAX OF GRAND RAPIDS | NISSAN ON NICHOLASVILLE | |
MR AUTO SALES | NITRO MOTORS LLC | |
MR DEALS AUTO SALES & SERVICE | NORTH ATLANTA AUTO SUPERSTORE | |
MTS AUTO MALL, INC. | NORTH ATLANTA MOTORS LLC | |
MUENSTERMAN MOTORS INC | NORTH BROTHERS FORD, INC | |
MULLINAX FORD OF PALM BEACH | NORTH POINT MOTORS, LLC | |
MUNGENAST ST. LOUIS HONDA | NORTHEAST AUTO FINANCE INC | |
MURPHY AUTO SALES | NORTHERN KENTUCKY AUTO SALES | |
MURPHY MOTOR CO | NORTHGATE AUTO SALES | |
MURPHYS AUTO SALES INC | NORTHSIDE AUTO SALES | |
MURRAYS USED CARS | NOURSE CHILLICOTHE | |
MV AUTO SALES | NUMBER ONE IN RADIO ALARMS INC | |
MY CAR LLC | OAKES AUTO INC | |
MYLENBUSCH AUTO SOURCE LLC | OCEAN AUTO BROKERS | |
N & D AUTO SALES, INC. | OCONNOR AUTOMOTIVE, INC |
DEALER NAME |
DEALER NAME | |
OCONNORS AUTO OUTLER | PAUL MILLER FORD, INC. | |
ODANIEL MOTOR SALES, INC. | PAUL WALSH NISSAN INC | |
OGDEN LINCOLN INC | PAYLESS MOTORS LLC | |
OHIO AUTO CREDIT | PCT ENTERPRISES LLC | |
OKOLONA MOTOR SALES | PCT ENTERPRISES OF FLORIDA LLC | |
OLATHE FORD SALES, INC. | PEACH MOTORS LLC | |
OLATHE QUALITY AUTO SALES | PEGGYS AUTO SALES | |
OLD SOUTH SALES INC. | PELHAMS AUTO SALES | |
OLE BEN FRANKLIN MOTORS | PENSACOLA AUTO BROKERS, INC | |
OLIVER C. JOSEPH, INC. | PERFORMANCE CHEVROLET BMW | |
ON THE ROAD AGAIN, INC. | PERFORMANCE CHRYSLER JEEP DODG | |
ON TRACK AUTO MALL, INC. | PERFORMANCE GMC OF | |
ONYX MOTORS | PERFORMANCE HONDA | |
ORLANDO AUTOS | PETE FRANKLINS WHOLESALE | |
ORLANDO HYUNDAI | PETE MOORE CHEVROLET, INC | |
OSCAR MOTORS CORPORATION | PETERS AUTO SALES, INC. | |
OVERLAND PARK MAZDA | PHILLIPS BUICK PONTIAC GMC INC | |
OXMOOR FORD LINCOLN MERCURY | PHILLIPS CHRYSLER-JEEP, INC | |
OXMOOR MAZDA | PHOENIX SPECIALTY MOTORS CORP | |
P & C MOTOR INC | PILES CHEV-OLDS-PONT-BUICK | |
PACE CAR | PINEVILLE IMPORTS | |
PACE CHEVROLET BUICK GMC | PLAINFIELD AUTO SALES, INC. | |
PACE MOTOR COMPANY | PLAINFIELD FAMILY AUTO & REPAI | |
PALM AUTOMOTIVE GROUP | PLATTNERS | |
PALM BAY FORD | PLAZA LINCOLN MERCURY | |
PALM BAY MOTORS | PLAZA PONTIAC BUICK GMC INC | |
PALM BEACH AUTO DIRECT | POGUE CHEVROLET INC | |
PALM CHEVROLET | POWER PONTIAC GMC OLDSMOBILE | |
PALM CHEVROLET OF GAINESVILLE | PREFERRED AUTO | |
PALM COAST FORD | PREMIER AUTO BROKERS, INC. | |
PALM HARBOR AUTO SALES INC | PREMIER AUTO EXCHANGE | |
PALMETTO 57 NISSAN | PREMIER AUTOWORKS SALES & | |
PALMETTO WHOLESALE MOTORS | PREMIERE CHEVROLET, INC. | |
PAPPADAKIS CHRYSLER DODGE JEEP | PREMIUM AUTO BY RENT | |
PAQUET AUTO SALES | PREMIUM MOTORS LLC | |
PARAMOUNT AUTO | PRESTIGE AUTO GROUP | |
PARK AUTO MALL, INC | PRESTIGE AUTO MALL | |
PARKS AUTOMOTIVE, INC | PRESTIGE AUTO SALES II INC | |
PARKS CHEVROLET - GEO | PRESTIGE MOTORS | |
PARKS CHEVROLET, INC | PRESTIGE MOTORS OF VIERA | |
PARKWAY MITSUBISHI | PRESTON AUTO OUTLET | |
PARKWAY MOTORS INC | PRICE RIGHT STERLING HEIGHTS | |
PARKWAY MOTORS INC | PRICELESS AUTO SALES | |
PAUL CERAME KIA | PRIME MOTORS INC |
DEALER NAME |
DEALER NAME | |
PRIME MOTORS, INC. | RIGHTWAY AUTOMOTIVE CREDIT | |
PRIME TIME MOTORS LLC | RIGHTWAY AUTOMOTIVE CREDIT | |
PRO MOTION CO INC | RIOS MOTORS | |
PROCAR | RIVERSIDE MOTORS, INC | |
PROFESSIONAL AUTO SALES | RIVIERA AUTO SALES SOUTH, INC. | |
PROVIDENCE AUTO GROUP LLC | RML HUNTSVILLE AL AUTOMOTIVE | |
QUALITY BANK REPOS | ROBERT LEE AUTO SALES INC | |
QUALITY CARS INC | ROCK BOTTOM AUTO SALES, INC. | |
QUALITY IMPORTS | ROCKENBACH CHEVROLET SALES INC | |
QUALITY MOTORS LLC | ROD HATFIELD CHRYSLER DGE JEEP | |
R & B CAR COMPANY | RON BUTLER MOTORS, LLC | |
R & Z 2 AUTO SALES | ROSE CITY MOTORS | |
R & Z AUTO SALES | ROSE CITY MOTORS | |
R.H. CARS, INC. | ROSEN HYUNDAI OF ALGONQUIN LLC | |
RALEIGH PRE-OWNED INC | ROSEN NISSAN | |
RANKL & RIES MOTORCARS, INC | ROSSS AUTO SALES | |
RAY CHEVROLET | ROUEN MOTORWORKS LTD | |
RAY SKILLMAN CHEVROLET | ROUSH HONDA | |
RAY SKILLMAN EASTSIDE | ROUTE 4 BUDGET AUTO | |
RAY SKILLMAN FORD INC. | ROY OBRIEN, INC | |
RAY SKILLMAN OLDSMOBILE AND | ROYAL AUTO SALES | |
RAY SKILLMAN WESTSIDE | ROYAL OAK FORD SALES, INC. | |
RAYMOND CHEVROLET KIA | RP AUTOMOTIVE LLC | |
RE BARBER FORD INC | RPM AUTO SALES | |
READY CARS INC | RPT SALES & LEASING LLC | |
REALITY AUTO SALES INC | RT 177 AUTO SALES INC | |
REDMOND AUTOMOTIVE | RUSSELL AUTO SALES | |
REDSKIN AUTO SALES INC | RYANS AUTO SALES | |
REGAL PONTIAC, INC. | S S AUTO INC | |
REIDSVILLE NISSAN INC | SABISTON MCCABE AUTO SOLUTIONS | |
REITSMA AUTO SALES INC | SAM GALLOWAY FORD INC. | |
REVOLUTION MOTORS LLC | SANDERSON AUTO SALES INC | |
RFJ ENTERPRISES LLC | SANDY SANSING MAZDA INC | |
RICART FORD USED | SANSING CHEVROLET, INC | |
RICE AUTO SALES | SATURN OF GREENSBORO | |
RICE TOYOTA | SATURN OF SARASOTA, INC. | |
RICHMOND FORD | SAULS MOTOR COMPANY, INC. | |
RICK CASE ATLANTA | SAVANNAH AUTO | |
RICK HENDRICK JEEP CHRYSLER | SAVANNAH AUTOMOTIVE GROUP | |
RIDE AMERICA AUTO SALES | SAVANNAH SPORTS AND IMPORTS | |
RIDE N DRIVE | SAVANNAH TOYOTA & SCION | |
RIDE TIME, INC. | SC AUTO SALES | |
RIGHT PRICE MOTORS, INC | SCARRITT MOTORS INC | |
RIGHTWAY AUTOMOTIVE CREDIT | SCHAELL MOTORS |
DEALER NAME |
DEALER NAME | |
SCHAUMBURG HYUNDAI | SOUTH DAYTON AUTO & TRUCK SERV | |
SCOGGINS CHEVROLET OLDS BUICK | SOUTH I-75 CHRYSLER DODGE JEEP | |
SCOTT EVANS NISSAN | SOUTH MOTOR COMPANY OF DADE | |
SELECT AUTO SALES | SOUTH MOTORS HONDA | |
SELECT AUTO SALES | SOUTHEAST JEEP EAGLE | |
SELECT MOTORS OF TAMPA INC. | SOUTHERN AUTO BROKERS | |
SELECTIVE AUTO SOURCE | SOUTHERN AUTOMOTIVE ENTERPRISE | |
SERRA AUTOMOTIVE | SOUTHERN CUSTOM MOTORS | |
SERRA NISSAN VOLKSWAGON | SOUTHERN MOTOR COMPANY | |
SERRA VISSER NISSAN INC | SOUTHERN STATES NISSAN, INC. | |
SHAD MITSUBISHI | SOUTHERN TRUST AUTO SALES | |
SHAMRA LLC | SOUTHFIELD JEEP-EAGLE, INC. | |
SHARP CARS OF INDY | SOUTHGATE FORD | |
SHAVER MOTORS OF ALLEN CO INC | SOUTHPORT MOTORS | |
SHAWNEE MOTORS GROUP | SPACE & ROCKET AUTO SALES | |
SHEEHAN PONTIAC | SPIRIT CHEVROLET-BUICK INC. | |
SHEEHY FORD INC | SPIRIT FORD INC | |
SHELBYVILLE AUTOMOTIVE | SPITZER DODGE | |
SHERDAN ENTERPRISES LLC | SPITZER MOTOR CITY | |
SHERIDAN AUTO SALES | SPORT MAZDA | |
SHERMAN DODGE | SPORTS CENTER IMPORTS INC | |
SHERWOOD AUTO & CAMPER SALES | ST LOUIS AUTO BROKERS | |
SHERWOOD OF SALISBURY INC | ST LOUIS CARS & CREDIT INC | |
SHOALS UNIVERSITY KIA | STANFIELD AUTO SALES | |
SHOOK AUTO INC | STAR AUTO SALES | |
SHORELINE AUTO CENTER INC | STAR MOTORS | |
SHOW ME AUTO MALL INC | STARK AUTO GROUP | |
SHUTT ENTERPRISES INC | STARK AUTO SALES | |
SIGN & DRIVE AUTO SALES LLC | STARRS CARS AND TRUCKS, INC | |
SIGNATURE MOTORS USA LLC | STATE AUT GROUP LLC | |
SIMPLE AUTO SOLUTIONS LLC | STATE STREET AUTO SALES | |
SINA AUTO SALES, INC. | STEARNS MOTORS OF NAPLES | |
SKY AUTOMOTIVE GROUP CORP | STEELE AUTO SALES LLC | |
SKYLINE MOTORS FO RALEIGH INC | STEPHEN A FINN AUTO BROKER | |
SMH AUTO | STERLING AUTO SALES | |
SMITH STOKES CHEV CAD BUICK | STEVE AUSTINS AUTO GROUP INC | |
SNAP CAR BUYING | STEVE RAYMAN CHEVROLET, LLC | |
SOLAR AUTO SALES INC | STEWART AUTO GROUP OF | |
SONS ACURA | STINGRAY CHEVROLET BARTOW LLC | |
SOURCE AUTOMOTIVE | STL AUTO BROKERS | |
SOUTH 71 AUTO SALES | STOKES AUTOMOTIVE INC | |
SOUTH BEACH MOTOR CARS | STOKES BROWN TOYOTA SCION | |
SOUTH CHARLOTTE PREOWNED AUTO | STOKES HONDA CARS OF BEAUFORT | |
SOUTH DADE TOYOTA | STOKES KIA |
DEALER NAME |
DEALER NAME | |
STOKES MAZDA | TEAM NISSAN OF MARIETTA | |
STONECREST TOYOTA | TED A REA INC | |
SUBARU CONCORD | TEDS AUTO SALES, INC. | |
SUBARU OF KENNESAW LLC | TEMPEST MOTORS | |
SUBARU OF MCDONOUGH, LLC | TENA AUTOMOTIVE LLC | |
SUBARU OF PEMBROKE PINES | TENNESSEE AUTO SALES | |
SUBARU OF PORT RICHEY INC | TENNYSON CHEVROLET, INC. | |
SUBURBAN AUTO SALES | TERRY LABONTE CHEVROLET | |
SUBURBAN CHRYSLER JEEP DODGE | TERRY LEE HONDA | |
SUMMIT CITY CHEVROLET, INC. | TEXON MOTORS LLC | |
SUMMIT PRE-OWNED OF RALEIGH | THE 3445 CAR STORE, INC. | |
SUN HONDA | THE AUTO GROUP LLC | |
SUN TOYOTA | THE AUTO PARK INC | |
SUNCOAST KIA | THE AUTO STORE | |
SUNSHINE AUTO BROKERS INC | THE AUTO STORE | |
SUNSTATE FORD | THE AUTO STORE | |
SUNTRUP NISSAN VOLKSWAGEN | THE CAR BARN | |
SUPER AUTO SALES | THE CAR CABANA OF | |
SUPER AUTO SALES | THE CAR CENTER | |
SUPER AUTOS MIAMI | THE CAR CENTER, LLC | |
SUPERIOR ACURA | THE CAR CONNECTION, INC. | |
SUPERIOR AUTO SALES | THE CAR SHACK | |
SUPERIOR HYUNDAI SOUTH | THE CAR SHOPPE LLC | |
SUPERIOR KIA | THE LUXURY AUTOHAUS INC. | |
SUPERIOR MOTORS | THE TRUCK JUNCTION, INC | |
SUPERIOR MOTORS NORTH | THOMASVILLE TOYOTA | |
SUPERIOR PONTIAC BUICK GMC,INC | THORNTON CHEVROLET, INC | |
SUPERSTORE BUYHERE PAYHERE LLC | THRIFTY CAR SALES | |
SUSKIS AUTO SALES | THRIFTY OF GRAND RAPIDS | |
SUTHERLIN NISSAN MALL OF GA. | TIFFIN FORD LINCOLN MERCURY | |
SUTHERLIN NISSAN OF FT. MYERS | TILLMAN AUTO LLC | |
SUZUKI OF NASHVILLE | TIM FRENCH SUPER STORES, LLC | |
SWEENEY BUICK PONTIAC GMC | TIM LALLY CHEVROLET, INC | |
SWEENEY CHRYSLER DODGE JEEP | TITAN AUTO SALES | |
TAMIAMI FORD, INC. | TNT AUTO SALES INC | |
TAMPA HONDALAND | TNT USED AUTO SALES, INC. | |
TARGET AUTOMOTIVE | TOM BUSH AUTO PLEX | |
TAYLOR AUTO SALES | TOM GILL CHEVROLET | |
TAYLOR AUTO SALES INC. | TOM HOLZER FORD | |
TAYLOR MORGAN INC | TOM KELLEY BUICK GMC PONTIAC | |
TAYLORS AUTO SALES | TOM STENHOUWER AUTO SALES INC | |
TEAM AUTOMOTIVE | TONY ON WHEELS INC | |
TEAM CHEVROLET OLDSMOBILE | TONYS AUTO SALES OF | |
TEAM HONDA | TOP CAR CHICAGO LLC |
DEALER NAME |
DEALER NAME | |
TOP CHOICE AUTO | USA MOTORCARS | |
TOP GUN AUTO SALES LLC | USED AUTO IMPORTS OF FLORIDA | |
TOWN & COUNTRY AUTO & TRUCK | USED CAR SUPERMARKET | |
TOWN & COUNTRY AUTO SALES, LLC | VA CARS INC | |
TOWN & COUNTRY FORD, INC. | VADEN NISSAN OF STATESBORO | |
TOWN & COUNTRY SELECT | VAN PAEMEL SALES | |
TOWN CENTER NISSAN | VANGUARD AUTO CENTER INC | |
TOWNE EAST AUTO | VANN YORK NISSAN, INC. | |
TOWNSEND IMPORTS | VANN YORK PONTIAC BUICK GMC | |
TOYOTA OF ALBANY | VANN YORK PONTIAC, INC. | |
TOYOTA OF BEDFORD | VANN YORK TOYOTA, INC | |
TOYOTA OF CINCINNATI CO, INC. | VANS AUTO SALES | |
TOYOTA OF GOLDSBORO | VANTAGE MOTORS LLC | |
TOYOTA OF HOLLYWOOD | VARSITY LINCOLN MERCURY | |
TOYOTA OF MUNCIE | VAS | |
TOYOTA OF WINTER HAVEN | VELOCITY MOTORS INC | |
TOYOTA WEST/SCION WEST | VIC CANEVER CHEVROLET INC | |
TRI-CITY AUTO MART | VICTORIA MOTORS, LLC | |
TRI-COUNTY CHRYSLER PRODUCTS | VICTORY CHEVROLET LLC | |
TRINITY AUTOMOTIVE | VICTORY HONDA OF MONROE | |
TROPICAL AUTO OUTLET | VICTORY NISSAN | |
TROPICAL AUTO SALES | VILLAGE AUTOMOTIVE | |
TROY FORD INC | VINCE WHIBBS PONTIAC-GMC | |
TRUCK TOWN INC | VIP AUTO ENTERPRISES INC | |
TRYON AUTO MALL | VIP AUTO GROUP, INC. | |
TWIN CITY CARS INC | VIP AUTO SALES | |
TWIN CITY NISSAN INC | VIRGINA MOTOR CO. | |
U.S. AUTO GROUP, INC. | VIZION AUTO | |
U-DRIVE | VOGUE MOTOR CO INC | |
U-DRIVE AUTO LLC | VOLVO OF FT. MYERS | |
UNITED AUTO SALES | WABASH AUTO CARE INC | |
UNITED MOTOR SPORTS | WADE FORD INC | |
UNITED SALES AND LEASING, INC | WADE TRUCK & AUTO SALES LLC | |
UNITED VEHICLE SALES | WADKINS CARS & TRUCKS INC | |
UNIVERSITY HYUNDAI OF DECATUR | WALDEN AUTOMOTIVE ENTERPRISES | |
UNIVERSITY MOTORS | WALDORF FORD, INC. | |
UNIVERSITY NISSAN | WALKER AUTO GROUP | |
UNLIMITED AUTOMOTIVE | WALKER FORD CO., INC. | |
UNWIN AUTO SALES LLC | WALT SWEENEY FORD, INC | |
URBAN AUTO SALES, LLC | WALTERS AUTO SALES AND RENTALS | |
US 1 CHRYSLER DODGE JEEP | WARSAW BUICK GMC | |
US MOTORS | WASHINGTON BLVD MOTORS | |
USA AUTO & LENDING INC | WAYNESVILLE AUTO MART | |
USA AUTO & TRUCK, INC. | WEINE AUTO SALES EAST |
DEALER NAME |
DEALER NAME | |
WEINLE AUTO SALES | WILLETT HONDA SOUTH | |
WEST CLAY MOTOR COMPANY LLC | WILMINGTON AUTO CENTER | |
WEST COAST CAR & TRUCK SALES | WINTER PARK AUTO EXCHANGE INC | |
WEST END AUTO SALES & SERVICE | WORLD AUTO | |
WEST KENDALL TOYOTA | WORLD AUTO NET INC | |
WEST SIDE TOYOTA | WORLD AUTO, INC. | |
WESTSIDE AUTO | WORLD CLASS MOTORS | |
WESTSIDE MOTOR CO | WORLD FORD STONE MOUNTAIN | |
WHEEL UNIK AUTOMOTIVE & | WORLEY AUTO SALES | |
WHEELS & DEALS AUTO SALES | WOW CAR COMPANY | |
WHEELS & DEALS AUTO SALES OF | XL1 MOTORSPORTS, INC | |
WHEELS & MOTORS LLC | YADKIN ROAD AUTO MART | |
WHEELS FOR SALE BY OWNER & | YARK AUTOMOTIVE GROUP, INC | |
WHEELS MOTOR SALES | YERTON LEASING & AUTO SALES | |
WHITE FORD CO., INC. | YOUR DEAL AUTOMOTIVE | |
WHITEWATER MOTOR COMPANY INC | ZAPPIA MOTORS | |
WHITTEN AUTO CENTER | ZEIGLER CHEVROLET LLC | |
WHOLESALE DIRECT | ZEIGLER CHRYSLER DODGE JEEP | |
WILDCAT AUTO SALES |
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Peter L. Vosotas, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Nicholas Financial, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: November 12, 2013 | /s/ Peter L Vosotas | |
Peter L. Vosotas | ||
President and Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ralph T. Finkenbrink certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Nicholas Financial, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: November 12, 2013 | /s/ Ralph T Finkenbrink | |
Ralph T. Finkenbrink | ||
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. § 1350
Solely for the purpose of complying with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned President and Chief Executive Officer of Nicholas Financial, Inc. (the Company), hereby certify that the Quarterly Report on Form 10-Q of the Company for the three and six months ended September 30, 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: November 12, 2013 |
Exhibit 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. § 1350
Solely for the purpose of complying with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned Senior Vice President and Chief Financial Officer of Nicholas Financial, Inc. (the Company), hereby certify that the Quarterly Report on Form 10-Q of the Company for the three and six months ended September 30, 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: November 12, 2013 |
Interest Rate Swap Agreements (Tables)
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Sep. 30, 2013
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of notional amounts of interest rate swaps |
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Schedule of interest rate swap agreements effective date |
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Schedule of locations and amounts of losses recognized in income |
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Schedule of average variable rates received and average fixed rates paid under the swap agreements |
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