10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED June 30, 2014

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

FOR THE TRANSITION PERIOD FROM                      TO                     .

Commission file number: 0-26680

NICHOLAS FINANCIAL, INC.

(Exact Name of Registrant as Specified in its Charter)

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

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

(727) 726-0763

(Registrant’s telephone number, including area code)

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

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

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

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

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

As of July 30, 2014, the registrant had 12,273,734 shares of common stock outstanding.

NICHOLAS FINANCIAL, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page
Part I.	Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets as of June 30, 2014 and March 31, 2014		2
	Consolidated Statements of Income for the three months ended June 30, 2014 and 2013		3
	Consolidated Statements of Cash Flows for the three months ended June 30, 2014 and 2013		4
	Notes to the Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		19
Item 4.	Controls and Procedures		19
Part II.	Other Information
Item 1.	Legal Proceedings		20
Item 1A.	Risk Factors		20
Item 6.	Exhibits		20

1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Nicholas Financial, Inc. and Subsidiaries

Consolidated Balance Sheets

	June 30, 2014 (Unaudited)		March 31, 2014
Assets
Cash	$	2,290,969	$	2,635,036
Finance receivables, net		278,173,259		269,343,595
Assets held for resale		2,040,030		1,696,330
Income taxes receivable		—		1,093,682
Prepaid expenses and other assets		814,146		891,044
Property and equipment, net		897,111		869,693
Interest rate swap agreements		59,998		183,603
Deferred income taxes		7,009,056		6,716,596
Total assets	$	291,284,569	$	283,429,579
Liabilities and shareholders’ equity
Line of credit	$	131,400,000	$	127,900,000
Drafts payable		1,623,610		2,338,561
Accounts payable and accrued expenses		7,581,169		8,924,919
Interest rate swap agreements		88,682		—
Income taxes payable		936,646		—
Deferred revenues		2,583,798		2,328,544
Total liabilities		144,213,905		141,492,024
Shareholders’ equity
Preferred stock, no par: 5,000,000 shares authorized; none issued		—		—
Common stock, no par: 50,000,000 shares authorized; 12,273,734 and 12,220,874 shares issued and outstanding, respectively		31,375,702		31,151,781
Retained earnings		115,694,962		110,785,774
Total shareholders’ equity		147,070,664		141,937,555
Total liabilities and shareholders’ equity	$	291,284,569	$	283,429,579

See accompanying notes.

2

Nicholas Financial, Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

	Three months ended June 30,
	2014		2013
Interest and fee income on finance receivables	$	21,332,514	$	20,475,735
Expenses:
Marketing		402,867		396,074
Salaries and employee benefits		5,221,180		4,851,450
Professional fees		617,848		468,403
Administrative		2,376,124		2,132,543
Provision for credit losses		4,231,815		2,641,791
Dividend taxes		—		73,019
Depreciation		90,583		75,335
Interest expense		1,448,585		1,404,906
Change in fair value of interest rate swap agreements		212,287		(833,259	)
		14,601,289		11,210,262
Operating income before income taxes		6,731,225		9,265,473
Income tax expense		1,822,037		3,564,980
Net income	$	4,909,188	$	5,700,493
Earnings per share:
Basic	$	0.40	$	0.47
Diluted	$	0.40	$	0.46
Dividends declared per share	$	—	$	0.12

See accompanying notes.

3

Nicholas Financial, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Three months ended June 30,
	2014			2013
Cash flows from operating activities
Net income	$	4,909,188		$	5,700,493
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		90,583			75,335
Gain on sale of property and equipment		—			(2,013	)
Provision for credit losses		4,231,815			2,641,791
Amortization of dealer discounts		(3,283,641	)		(2,974,446	)
Deferred income taxes		(292,460	)		858,193
Share-based compensation		116,023			122,259
Change in fair value of interest rate swap agreements		212,287			(833,259	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		76,898			(2,958	)
Accounts payable and accrued expenses		(1,343,750	)		(740,518	)
Income taxes receivable/payable		2,030,328			2,603,069
Deferred revenues		255,254			240,923
Net cash provided by operating activities		7,002,525			7,688,869
Cash flows from investing activities
Purchase and origination of finance receivables		(43,142,921	)		(39,328,663	)
Principal payments received		33,365,083			34,229,127
Increase in assets held for resale		(343,700	)		(578,359	)
Purchase of property and equipment		(118,001	)		(101,122	)
Proceeds from sale of property and equipment		—			12,800
Net cash used in investing activities		(10,239,539	)		(5,766,217	)
Cash flows from financing activities
Net draws on line of credit		3,500,000			521,510
Change in drafts payable		(714,951	)		(272,791	)
Payment of cash dividends		—			(1,460,372	)
Proceeds from exercise of stock options		71,716			83,140
Excess tax benefits from share-based compensation		36,182			67,096
Net cash provided (used) by financing activities		2,892,947			(1,061,417	)
Net (decrease) increase in cash		(344,067	)		861,235
Cash, beginning of period		2,635,036			2,797,716
Cash, end of period	$	2,290,969		$	3,658,951

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

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

2. Revenue Recognition

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

A dealer discount represents the difference between the finance receivable, net of unearned interest, of a Contract, and the amount of money the Company actually pays for the Contract. The discount negotiated by the Company is a function of the lender, the wholesale value of the vehicle and competition in any given market. In making decisions regarding the purchase of a particular Contract the Company considers the following factors related to the borrower: place and length of residence; current and prior job status; history in making installment payments for automobiles; current income; and credit history. In addition, the Company examines its prior experience with Contracts purchased from the dealer from which the Company is purchasing the Contract, and the value of the automobile in relation to the purchase price and the term of the Contract. The entire amount of discount is amortized as an adjustment to yield using the interest method over the life of the loan. The average dealer discount associated with new volume for the three months ended June 30, 2014 and 2013 was 8.19% and 8.35%, respectively in relation to the total amount financed. The decrease in the average dealer discount is due to an increase in competition.

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

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

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

5

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 June 30,
	2014		2013
Numerator for earnings per share – net income	$	4,909,188	$	5,700,493
Denominator:
Denominator for basic earnings per share – weighted average shares		12,178,293		12,065,012
Effect of dilutive securities:
Stock options and other share awards		184,909		222,480
Denominator for diluted earnings per share		12,363,202		12,287,492
Earnings per share:
Basic	$	0.40	$	0.47
Diluted	$	0.40	$	0.46

For the three months ended June 30, 2014 and 2013, potential common stock from stock options totaling 90,000 and 10,000, respectively, were not included in the diluted earnings per share calculation because their effect is anti-dilutive.

4. Finance Receivables

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

	June 30,			March 31,
	2014			2014
Finance receivables, gross contract	$	440,506,362		$	424,344,193
Unearned interest		(130,935,575	)		(124,306,969	)
Finance receivables, net of unearned interest		309,570,787			300,037,224
Unearned dealer discounts		(17,756,663	)		(17,214,269	)
Finance receivables, net of unearned interest and unearned dealer discounts		291,814,124			282,822,955
Allowance for credit losses		(13,640,865	)		(13,479,360	)
Finance receivables, net	$	278,173,259		$	269,343,595

The terms of the Contracts range from 12 to 72 months and the Direct Loans range from 6 to 48 months. The Contracts and Direct Loans bear a weighted average effective interest rate of 23.03% and 26.37% as of June 30, 2014, respectively and 23.08% and 26.32% as of March 31, 2014, respectively.

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

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

	Three months ended June 30,
	2014			2013
Balance at beginning of period	$	12,889,082		$	16,090,652
Current period provision		4,073,398			2,494,430
Losses absorbed		(4,849,623	)		(4,648,976	)
Recoveries		821,048			875,067
Balance at end of period	$	12,933,905		$	14,811,173

6

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

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

	Three months ended June 30,
	2014			2013
Balance at beginning of period	$	590,278		$	467,917
Current period provision		158,418			147,361
Losses absorbed		(54,101	)		(27,586	)
Recoveries		12,365			4,189
Balance at end of period	$	706,960		$	591,881

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

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

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

7

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:

	June 30, 2014				June 30, 2013
	Contracts		Direct Loans		Contracts		Direct Loans
Performing accounts	$	420,006,795	$	11,118,330	$	396,448,006	$	9,613,865
Non-performing accounts		5,889,676		57,331		4,470,426		41,083
Total	$	425,896,471	$	11,175,661	$	391,977,580	$	9,654,948
Chapter 13 bankrupt accounts		3,406,706		27,458		1,802,820		11,922
Finance receivables, gross contract	$	429,303,240	$	11,203,119	$	393,780,400	$	9,666,870

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

Contracts	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
June 30, 2014	$	425,896,471	$	16,433,351		$	4,346,201		$	1,543,475		$	22,323,027
				3.86	%		1.02	%		0.36	%		5.24	%
June 30, 2013	$	391,977,580	$	12,506,882		$	3,138,575		$	1,331,851		$	16,977,308
				3.19	%		0.80	%		0.34	%		4.33	%

Direct Loans	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
June 30, 2014	$	11,175,661	$	183,159		$	41,491		$	15,840		$	240,490
				1.64	%		0.37	%		0.14	%		2.15	%
June 30, 2013	$	9,654,948	$	79,552		$	27,046		$	14,037		$	120,635
				0.82	%		0.28	%		0.15	%		1.25	%

5. Line of Credit

The Company has a line of credit facility (the “Line”) up to $150,000,000. The pricing of the Line, which expires on November 30, 2014, is 300 basis points above 30-day LIBOR with a 1% floor on LIBOR (4.00% at June 30, 2014 and March 31, 2014). Pledged as collateral for this Line are all of the assets of the Company. The outstanding amount of the Line was $131,400,000 and $127,900,000 as of June 30, 2014 and March 31, 2014, respectively. The amount available under the Line was approximately $18,600,000 and $22,100,000 as of June 30, 2014 and March 31, 2014, respectively.

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

6. Interest Rate Swap Agreements

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

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

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

8

Nicholas Financial, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

6. Interest Rate Swap Agreements (continued)

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

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

	Three months ended June 30,
	2014		2013
Periodic change in fair value of interest rate swap agreements	$	212,287	$	(833,259	)
Periodic settlement differentials included in interest expense		98,992		93,314
Total	$	311,279	$	(739,945	)

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

	Three months ended June 30,
	2014			2013
Variable rate received		0.15	%		0.20	%
Fixed rate paid		0.94	%		0.94	%

7. Income Taxes

The provision for income taxes decreased to approximately $1.8 million for the three months ended June 30, 2014 from approximately $3.6 million for the three months ended June 30, 2013. The Company’s effective tax rate decreased to 27.07% for the three months ended June 30, 2014 from 38.48% for the three months ended June 30, 2013. The decrease in the effective tax rate is related to certain professional fees associated with the potential sale of the Company becoming deductible during the three months ended June 30, 2014 when the Arrangement Agreement was terminated.

8. Fair Value Disclosures

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

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

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

9

Nicholas Financial, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

8. Fair Value Disclosures (continued)

	Fair Value Measurement Using
Description	Level 1		Level 2			Level 3		Fair Value
Interest rate swap agreements:
June 30, 2014:
Effective June 13, 2012 - liability	$	—	$	(88,682	)	$	—	$	(88,682	)
Effective August 13, 2012 - asset		—	$	59,998			—	$	59,998
March 31, 2014 - asset	$	—	$	183,603		$	—	$	183,603

Financial Instruments Not Measured at Fair Value

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

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

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

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Finance receivables:
June 30, 2014	$	—	$	—	$	278,173,000	$	278,173,000
March 31, 2014	$	—	$	—	$	269,344,000	$	269,344,000
Line of credit:
June 30, 2014	$	—	$	131,400,000	$	—	$	131,400,000
March 31, 2014	$	—	$	127,900,000	$	—	$	127,900,000

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

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

9. Cash Dividend

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

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.

10

Nicholas Financial, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

10. Contingencies

The following is a brief summary of litigation filed against the Company and its directors related to the Arrangement contemplated in the recently terminated Arrangement Agreement between the Company, on the one hand, and Prospect Capital Corporation (“Prospect”) and three of its subsidiaries, on the other hand:

Jason Simpson v. Nicholas Financial, Inc., et al., Case No. 13-011726-CI (Circuit Court, Pinellas County, Florida), filed December 24, 2013; Gabriella Rago v. Nicholas Financial, Inc., et al., Case No. 8:13-cv-03261-VMC-TGW (U.S. District Court, Tampa, Florida), filed December 30, 2013; Matthew John Leonard v. Nicholas Financial, Inc., et al., Case No. 13-011811-CI (Circuit Court, Pinellas County, Florida), filed December 31, 2013; Michelangelo Lombardo v. Nicholas Financial, Inc., et al., Case No. 14-000095-CI (Circuit Court, Pinellas County, Florida), filed January 3, 2014; Edward Opton v. Stephen Bragin, et al., Case No. 14-000139-CI (Circuit Court, Pinellas County, Florida), filed January 6, 2014; Marvin Biver v. Nicholas Financial, Inc., et al., Case No. 8:14-cv-00250-VMC-TGW (U.S. District Court, Tampa, Florida), filed February 3, 2014; and Richard Abrons v. Nicholas Financial, Inc., et al., Case No. 8:14-cv-00583-VMC-TGW (U.S. District Court, Tampa, Florida), filed March 10, 2014. These seven substantially similar lawsuits were filed in connection with the Arrangement contemplated in the Arrangement Agreement between the Company, on the one hand, and Prospect and three Prospect subsidiaries, on the other hand. On April 30, 2014, the Biver and the Abrons lawsuits were consolidated (hereafter, the “Biver lawsuit”). On May 8, 2014, the Rago lawsuit was voluntarily dismissed.

Each plaintiff to the lawsuits purported to represent a class of all of the Company’s shareholders other than the defendants and any person or entity related to or affiliated with any defendant. Each plaintiff alleged that the consideration to be paid for the Company’s Common Shares was inadequate and that certain terms of the Arrangement Agreement were contrary to the interests of the Company’s public shareholders. Each plaintiff sought declaratory relief, injunctive relief, other equitable relief and/or unspecified damages with respect to the proposed transaction. Each plaintiff, except for the plaintiffs in the Biver lawsuit, also sought an award of attorneys’ fees. From July 8, 2014 to July 15, 2014, following the Company’s June 12, 2014 announcement that the Company’s Board of Directors had determined to terminate the Arrangement Agreement, each pending lawsuit was voluntarily dismissed. No monies or other consideration were exchanged between the plaintiffs and defendants.

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

11. Recently Issued Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09, Summary and Amendments That Create Revenue from Contracts with Customers (Topic 660) and Other Assets and Deferred Costs-Contracts with Customer (Subtopic 340-40). ASU 2014-09 sets new guidance to clarify principles for recognizing revenue and develop a common revenue standard with the International Accounting Standards Board. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the effect of adopting ASU No. 2014-09 on its consolidated financial statements.

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

11

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

Forward-Looking Information

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

Strategic Alternatives

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

Litigation and Legal Matters

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

Critical Accounting Policy

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

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

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

12

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

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

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

Introduction

Consolidated net income decreased 14% to approximately $4.9 million for the three-month period ended June 30, 2014 as compared to $5.7 million for the corresponding period ended June 30, 2013. Diluted earnings per share decreased 13% to $0.40 as compared to $0.46 for the three months ended June 30, 2014 and June 30, 2013, respectively.

The results for the three-month period ended June 30, 2014 were adversely affected by a reduction in the fair value of the interest rate swap agreements and an increase in the provision for credit losses. Also, after-tax earnings were positively affected as a significant portion of the professional fees that were not deductible for income tax purposes in fiscal year ended March 31, 2014 are now deductible since the Company determined to terminate the Arrangement Agreement for sale of the Company and the exploration of strategic alternatives. This resulted in a lower effective tax rate and after-tax impact of $0.07 per share.

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

13

	Three months ended June 30,
Portfolio Summary	2014			2013
Average finance receivables, net of unearned interest (1)	$	304,915,588		$	285,637,997
Average indebtedness (2)	$	129,837,500		$	125,880,390
Interest and fee income on finance receivables	$	21,332,514		$	20,475,735
Interest expense		1,448,586			1,404,906
Net interest and fee income on finance receivables	$	19,879,012		$	19,064,466
Weighted average contractual rate (3)		23.12	%		23.28	%
Average cost of borrowed funds (2)		4.46	%		4.46	%
Gross portfolio yield (4)		27.98	%		28.66	%
Interest expense as a percentage of average finance receivables, net of unearned interest		1.90	%		1.97	%
Provision for credit losses as a percentage of average finance receivables, net of unearned interest		5.55	%		3.70	%
Net portfolio yield (4)		20.53	%		22.99	%
Marketing, salaries, employee benefits, depreciation, administrative, dividend tax expense and professional fees as a percentage of average finance receivables, net of unearned interest (5)		11.42	%		11.12	%
Pre-tax yield as a percentage of average finance receivables, net of unearned interest (6)		9.11	%		11.87	%
Write-off to liquidation (7)		6.44	%		5.90	%
Net charge-off percentage (8)		5.34	%		5.15	%

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

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

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

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

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

(5) The numerators include expenses associated with the potential sale of the Company and include taxes associated with the payments of cash dividends. Absent these expenses, the percentages would have been 11.00% and 10.69% for the three months ended June 30, 2014 and 2013, respectively.

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

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

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

14

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

Interest Income and Loan Portfolio

Interest and fee income on finance receivables, predominately finance charge income, increased 4% to approximately $21.3 million for the three-month period ended June 30, 2014 from $20.5 million for the corresponding period ended June 30, 2013. Average finance receivables, net of unearned interest equaled approximately $304.9 million for the three-month period ended June 30, 2014, an increase of 6.8% from $285.6 million for the corresponding period ended June 30, 2013. The primary reason average finance receivables, net of unearned interest increased was the opening of one additional branch office and the increase of the portfolio size at our existing branches (see “Contract Procurement” and “Loan Origination” below). The gross finance receivable balance increased 9% to approximately $440.5 million as of June 30, 2014, from $403.4 million as of June 30, 2013. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield decreased to 27.98% for the three-month period ended June 30, 2014 compared to 28.66% for the three-month period ended June 30, 2013. The gross portfolio yield decreased primarily due to the decrease of the overall weighted average APR, which is a result from increased competition. The net portfolio yield decreased to 20.53% for the corresponding period ended June 30, 2014 from 22.99% for the three-month period ended June 30, 2013. The net portfolio yields decreased due to a decrease in the gross portfolio yield and an increase in the provision for credit losses (see “Analysis of Credit Losses” below).

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

Marketing, salaries, employee benefits, depreciation, administrative, professional fee expenses and dividend taxes increased to approximately $8.7 million for the three-month period ended June 30, 2014 from approximately $8.0 million for the corresponding period ended June 30, 2013. The increase was primarily related to the increase in salaries, employee benefits and administrative expenses which was primarily attributable to newer branch locations and an increase in costs associated with maintaining the finance receivable portfolio. The Company operated 66 and 64 branch locations as of June 30, 2014 and 2013, respectively. Marketing, salaries, employee benefits, depreciation, administrative, professional fee expenses and dividend taxes as a percentage of finance receivables, net of unearned interest, increased to 11.42% for the three-month period ended June 30, 2014 from 11.12% for the three-month period ended June 30, 2013. For the three months ended June 30, 2014, the numerator includes expenses associated with the potential sale of the Company. Absent these expenses, the percentage would have been 11.00%. For the three months ended June 30, 2013, the numerator includes dividend taxes and expenses associated with the potential sale of the Company. Absent these costs, the percentage would have been 10.69%.

Interest Expense

Interest expense remained relatively flat at $1.4 million for the three-month period ended June 30, 2014 and 2013 due to limited changes in average borrowing on the Line, minimal changes in interest rates and no changes to interest rate swap agreements. The following table summarizes the Company’s average cost of borrowed funds:

	Three months ended June 30,
	2014			2013
Variable interest under the line of credit facility		0.29	%		0.35	%
Settlements under interest rate swap agreements		0.30	%		0.30	%
Credit spread under the line of credit facility		3.87	%		3.81	%
Average cost of borrowed funds		4.46	%		4.46	%

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

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

15

Contract Procurement

The Company purchases Contracts in the fifteen states listed in the table below. The Contracts purchased by the Company are predominately for used vehicles; for the three-month period ended June 30, 2014 and 2013, less than 2% were for new vehicles.

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

	Three months ended June 30,
State	2014		2013
FL	$	15,175,792	$	12,109,051
GA		5,247,446		4,147,343
NC		3,990,023		4,448,482
SC		1,086,325		1,400,374
OH		6,099,123		6,065,865
MI		1,966,102		1,715,302
VA		1,408,356		1,460,241
IN		2,000,891		2,134,790
KY		2,225,752		2,317,470
MD		1,249,570		519,657
AL		1,510,745		1,783,268
TN		1,550,917		1,774,514
IL		1,081,316		556,335
MO		1,743,740		1,133,722
KS		433,504		316,300
Total	$	46,769,602	$	41,882,714

	Three months ended June 30,
Contracts	2014			2013
Purchases	$	46,769,602		$	41,882,714
Weighted average APR		23.01	%		22.81	%
Average discount		8.19	%		8.35	%
Weighted average term (months)		54			51
Average loan	$	11,020		$	10,576
Number of Contracts		4,244			3,960

Loan Origination

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

	Three months ended June 30,
Direct Loans Originated	2014			2013
Originations	$	2,665,547		$	2,639,159
Weighted average APR		26.69	%		25.82	%
Weighted average term (months)		30			29
Average loan	$	3,578		$	3,491
Number of loans		745			756

Analysis of Credit Losses

As of June 30, 2014, the Company had 1,415 active static pools. The average pool upon inception consisted of 60 Contracts with aggregate finance receivables, net of unearned interest, of approximately $630,000.

16

The Company anticipates losses absorbed as a percentage of liquidation (see note 7 in the Portfolio Summary table on page 14 for the definition of write-off to liquidation) will be in the 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 continued fierce competition. The longer-term outlook for portfolio performance will depend largely on the competition. Other indicators include the overall economic conditions, the unemployment rate, and the price of oil which impacts the cost of gasoline, food and many other items used or consumed by the average person. Also, the Company’s ability to monitor, manage and implement its underwriting philosophy in additional geographic areas as it strives to continue its expansion will impact future portfolio performance. The Company does not believe there have been any significant changes in loan concentrations or terms of Contracts purchased during the three months ended June 30, 2014.

The provision for credit losses increased to approximately $4.2 million from approximately $2.6 million for the three months ended June 30, 2014 and 2013, respectively. The Company has experienced favorable variances between projected write-offs and actual write-offs on many seasoned pools which has resulted in an increase in expected future cash flows. However, due to increased competition in more recent periods, the percentage of loans acquired that are categorized in the lower tiers of the Company’s guidelines has increased. During the current periods, static pools originated during fiscal 2014 and 2013, while still performing at acceptable net charge-off levels, have experienced losses higher than static pools originated in previous years. Consequently, if this trend continues, the Company would expect the provision for credit losses to remain higher for future static pools. Accordingly, the amount of additional provision necessary to maintain an adequate allowance to absorb incurred losses in the existing portfolio was greater than the provision in fiscal 2014. The Company’s losses as a percentage of liquidation increased to 6.44% from 5.90% for the three months ended June 30, 2014 and 2013, respectively. The Company has also experienced slightly increased losses in part due to a small decrease in auction proceeds from repossessed vehicles. These proceeds are dependent upon several variables including the general market for repossessed vehicles. During the three months ended June 30, 2014 and 2013, auction proceeds from the sale of repossessed vehicles averaged approximately 50% and 51%, respectively, of the related principal balance.

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

The delinquency percentage for Contracts more than thirty days past due as of June 30, 2014 was 5.24% as compared to 4.33% as of June 30, 2013. This increase is primarily as a result of increased competition in all markets that the Company presently operates in. Increased competition typically reduces discounts on Contracts purchased and also results in a greater percentage of Contracts, while still within guidelines, that result in lower credit quality. The delinquency percentage for Direct Loans more than thirty days past due as of June 30, 2014 was 2.15% as compared to 1.25% as of June 30, 2014. See Note 4 – “Finance Receivables” for changes in allowance for credit losses, credit quality and delinquencies. Such increases in the delinquency percentage for Contracts and the losses as a percentage of liquidation were contemplated in determining the appropriate reserve levels, particularly for less seasoned pools.

Recoveries as a percentage of charge-offs decreased to approximately 19.1% for the three months ended June 30, 2014 from approximately 21.4% for the three months ended June 30, 2013. Historically, recoveries as a percentage of charge-offs fluctuate from period to period, and the Company does not attribute this increase to any particular change in operational strategy or economic event.

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 June 30, 2014 and June 30, 2013 the Company granted deferrals to approximately 5.17% and 5.28%, respectively, of total Contracts and Direct Loans. The number of deferrals is influenced by portfolio performance, general economic conditions and the unemployment rate.

Income Taxes

The provision for income taxes decreased to approximately $1.8 million for the three months ended June 30, 2014 from approximately $3.6 million for the three months ended June 30, 2013. The Company’s effective tax rate decreased to 27.07% for the three months ended June 30, 2014 from 38.48% for the three months ended June 30, 2013. The decrease in the effective tax rate is related to certain professional fees associated with the potential sale of the Company becoming deductible during the three months ended June 30, 2014 when the Arrangement Agreement was terminated.

17

Liquidity and Capital Resources

The Company’s cash flows are summarized as follows:

	Three months ended June 30,
	2014			2013
Cash provided by (used in):
Operating activities	$	7,002,525		$	7,688,869
Investing activities (primarily purchase of Contracts)		(10,239,539	)		(5,766,217	)
Financing activities		2,892,947			(1,061,417	)
Net (decrease) increase in cash	$	(344,067	)	$	861,235

The Company’s primary use of working capital during the three months ended June 30, 2014, was the funding of the purchase of Contracts which are financed substantially through cash from principal payments received and cash from operations. The Line is secured by all of the assets of the Company and has a maturity date of November 30, 2014. The Company may borrow up to $150.0 million. Borrowings under the Line may be under various LIBOR pricing options plus 300 basis points with a 1% floor on LIBOR. As of June 30, 2014, the amount outstanding under the Line was approximately $131.4 million, and the amount available under the Line was approximately $18.6 million. The Company will be looking to amend the current Line and extend the maturity date in the near future.

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 $3.5 million during the three months ended June 30, 2014. The increase of the Line is principally related to the fact that cash needed to fund new contracts exceeded cash received from operations. The amount of debt the Company incurs from time to time under these financing mechanisms depends on the Company’s need for cash and ability to borrow under the terms of the Line. The Company believes that borrowings available under the Line as well as cash flow from operations will be sufficient to meet its short-term funding needs. The Line requires compliance with certain debt covenants including financial ratios, asset quality and other performance tests. The Company is in compliance with all of its debt covenants.

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

Contractual Obligations

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

	Payments Due by Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Operating leases	$	3,750,320	$	1,766,035	$	1,610,292	$	373,993	$	—
Line of credit		131,400,000		131,400,000		—		—		—
Interest on Line1		2,441,850		2,441,850		—		—		—
Total	$	137,592,170	$	135,607,885	$	1,610,292	$	373,993	$	—

The Company’s Line matures on November 30, 2014. Interest on outstanding borrowings under the Line as of June 30, 2014, is based on an effective interest rate of 4.46% which includes the estimated effect of the interest rate swap agreements settlements through the maturity date. The effective interest rate used in the above table does not contemplate the possibility of entering into interest rate swap agreements in the future.

Future Expansion

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

18

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest rate risk

Management’s objective is to minimize the cost of borrowing through an appropriate mix of fixed and floating rate debt. Derivative financial instruments, such as interest rate swap agreements, may be used for the purpose of managing fluctuating interest rate exposures that exist from ongoing business operations. The Company does not use interest rate swap agreements for speculative purposes. At June 30, 2014, $81,400,000, or approximately 61.9% of our total debt was subject to floating interest rates; however, due to a 1% floor on the debt these rates are effectively fixed until the variable rates exceed this threshold. As a result, a hypothetical 1% increase in the variable interest rates as of June 30, 2014 applicable to this floating rate debt would have an annual after-tax impact of approximately $76,000.

ITEM 4. CONTROLS AND PROCEDURES

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

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

19

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The following is a brief summary of litigation filed against the Company and its directors related to the Arrangement contemplated in the recently terminated Arrangement Agreement between the Company, on the one hand, and Prospect Capital Corporation (“Prospect”) and three of its subsidiaries, on the other hand:

Jason Simpson v. Nicholas Financial, Inc., et al., Case No. 13-011726-CI (Circuit Court, Pinellas County, Florida), filed December 24, 2013; Gabriella Rago v. Nicholas Financial, Inc., et al., Case No. 8:13-cv-03261-VMC-TGW (U.S. District Court, Tampa, Florida), filed December 30, 2013; Matthew John Leonard v. Nicholas Financial, Inc., et al., Case No. 13-011811-CI (Circuit Court, Pinellas County, Florida), filed December 31, 2013; Michelangelo Lombardo v. Nicholas Financial, Inc., et al., Case No. 14-000095-CI (Circuit Court, Pinellas County, Florida), filed January 3, 2014; Edward Opton v. Stephen Bragin, et al., Case No. 14-000139-CI (Circuit Court, Pinellas County, Florida), filed January 6, 2014; Marvin Biver v. Nicholas Financial, Inc., et al., Case No. 8:14-cv-00250-VMC-TGW (U.S. District Court, Tampa, Florida), filed February 3, 2014; and Richard Abrons v. Nicholas Financial, Inc., et al., Case No. 8:14-cv-00583-VMC-TGW (U.S. District Court, Tampa, Florida), filed March 10, 2014. These seven substantially similar lawsuits were filed in connection with the Arrangement contemplated in the Arrangement Agreement between the Company, on the one hand, and Prospect and three Prospect subsidiaries, on the other hand. On April 30, 2014, the Biver and the Abrons lawsuits were consolidated (hereafter, the “Biver lawsuit”). On May 8, 2014, the Rago lawsuit was voluntarily dismissed.

Each plaintiff to the lawsuits purported to represent a class of all of the Company’s shareholders other than the defendants and any person or entity related to or affiliated with any defendant. Each plaintiff alleged that the consideration to be paid for the Company’s Common Shares was inadequate and that certain terms of the Arrangement Agreement were contrary to the interests of the Company’s public shareholders. Each plaintiff sought declaratory relief, injunctive relief, other equitable relief and/or unspecified damages with respect to the proposed transaction. Each plaintiff, except for the plaintiffs in the Biver lawsuit, also sought an award of attorneys’ fees. From July 8, 2014 to July 15, 2014, following the Company’s June 12, 2014 announcement that the Company’s Board of Directors had determined to terminate the Arrangement Agreement, each pending lawsuit was voluntarily dismissed. No monies or other consideration were exchanged between the plaintiffs and defendants.

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

ITEM 1A. RISK FACTORS

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

ITEM 6. EXHIBITS

See exhibit index following the signature page.

20

SIGNATURES

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

NICHOLAS FINANCIAL, INC.

(Registrant)

Date: August 11, 2014	/s/ Ralph T. Finkenbrink
	Ralph T. Finkenbrink
	Chairman of the Board, President, Chief Executive Officer and Director
Date: August 11, 2014	/s/ Katie L. MacGillivary
	Katie L. MacGillivary
	Vice President and Chief Financial Officer

21

EXHIBIT INDEX

Exhibit No.	Description
10.8	Form of Dealer Agreement and Schedule thereto listing dealers that are parties to such agreements
31.1	Certification of the President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Vice President and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. § 1350
32.2*	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. § 1350
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

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

EX-10.8

Exhibit 10.8

NICHOLAS FINANCIAL, INC. Automobile Dealer Retail Agreement

Non-Recourse Dealer Retail Agreement

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

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

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

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

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

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

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

7. Add-on Products and Services:

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

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

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

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

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

DEALER NAME	DEALER NAME
12K & UNDER MOTORS	ALL RIGHT AUTO SALES INC
1ST CHOICE AUTO SALES INC	ALL SEASON AUTO SALES LLC
1ST CLASS AUTO SALES	ALL SEASONS AUTO SALES
24/7 MOTORS LLC	ALL STAR AUTO SALES
247 AUTO SALES	ALL STAR DODGE CHRYSLER JEEP
3 BROTHERS INC	ALL STAR MOTORS INC
301CARSALES.COM	ALLAN VIGIL FORD
31 W AUTO BROKERS INC	ALLANS SHOWCASE
4 WHEELS OF FOX LAKES SALES	ALLEN TURNER AUTOMOTIVE
40 HIGHWAY AUTO SALES LLC	ALLSTAR MOTORS, INC.
4042 MOTORS LLC	ALM MALL OF GEORGIA
5 STAR AUTO SALES	ALMA CHEVROLET BUICK GMC
60 WEST AUTO SALES LLC	AL’S AUTO MART
83 AUTO SALES LLC	ALTERNATIVES
A & D MOTORS, INC.	ALWAYS APPROVED AUTO LLC
A & S GRAND AVE	AMBAR MOTORS, INC.
A 1 AUTO SALES INC	AMERICAN AUTO SALES WHOLESALE
A LOT OF USED CARS	AMERICAN PRESTIGE AUTOS INC
A PLUS CAR SALES & RENTALS INC	AMERICAN SALES & LEASING INC
A.R.J.’S AUTO SALES, INC	AMERIFIRST AUTO CENTER, INC.
AACC AUTO CAR SALES, INC	AMG AUTO SALES INC
ABBY’S AUTOS, INC.	ANDY MOHR BUICK PONTIAC GMC
ABC AUTOTRADER LLC	ANDY MOHR CHEVROLET, INC.
ABERNETHY CHRYSLER JEEP DODGE	ANDY MOHR FORD, INC.
ACCURATE AUTOMOTIVE OF	ANDY MOHR TOYOTA
ACES AUTO MART	ANSWER ONE MOTORS
ACTIVE AUTO SALES	ANTHONY PONTIAC GMC BUICK INC
ADAMS AUTO GROUP	ANTHONY WAYNE AUTO SALES
ADAMSON FORD LLC	ANTIQUE MOTORS
ADS AUTO DISCOUNT SALES INC	APPROVAL AUTO CREDIT INC.
ADVANCE AUTO WHOLESALE, INC.	ARB WHOLESALE CARS INC
ADVANCED AUTO & TRUCK	ARC AUTO LLC
ADVANCED AUTO BROKERS, INC.	ARCH ABRAHAM NISSAN LTD
ADVENTURE CHRYSLER JEEP	ARCH AUTO SALES
AFFORDABLE AUTO MOTORS, INC	ARDMORE AUTO SALES LLC
AJ CAR SALES	ARENA AUTO SALES
AJ’S AUTO	ARES FINANCIAL SERVICES LLC
AK IMPORTS AUTO SALES	ARMSTRONG FORD OF HOMESTEAD
ALABAMA DIRECT AUTO	ASA REMARKETING
ALEXANDRIA MOTORS INC	ASANKA CARS.COM
ALFA MOTORS	ASSOCIATED AUTOMOTIVE GROUP
ALL AMERICAN AUTO MART	ATCHINSON FORD SALES
ALL CARS LLC	ATL AUTO TRADE INC
ALL IN ONE AUTOMOTIVE GROUP	ATL AUTOS .COM

DEALER NAME	DEALER NAME
ATLANTA BEST USED CARS LLC	AUTO PLAZA USA
ATLANTA LUXURY MOTORS INC	AUTO PLUS OF SMITHVILLE LLC
ATLANTA USED CARS CENTER, INC	AUTO POINT USED CAR SALES
ATLANTIS RENT A CAR AND	AUTO PORT
AUCTION DIRECT USA	AUTO PROFESSION CAR SALES 2
AURORA MOTOR CARS	AUTO PROFESSIONAL CAR SALES
AUTO ACCEPTANCE CENTER	AUTO RITE, INC
AUTO AMERICA	AUTO SALES OF WINTER GARDEN
AUTO BANK	AUTO SELECT
AUTO BANK, INC.	AUTO SELECT INC
AUTO BRITE AUTO SALES	AUTO SELECTION OF CHARLOTTE
AUTO BROKERS, INC.	AUTO SOURCE CAROLINA LLC
AUTO CENTERS NISSAN INC	AUTO SPECIALISTS
AUTO CENTERS ST CHARLES LLC	AUTO SPORT, INC.
AUTO CITY LLC	AUTO STOP INC
AUTO CLUB OF MIAMI	AUTO TRADEMARK
AUTO CREDIT	AUTO UNION OF MIAMI INC
AUTO DIRECT	AUTO VILLA
AUTO DIRECT COLUMBUS OH	AUTO VILLA OUTLET
AUTO DIRECT PRE-OWNED	AUTO VILLA WEST
AUTO EXCHANGE	AUTO WAREHOUSE INC
AUTO EXCHANGE	AUTO WEEKLY SPECIALS
AUTO EXPRESS CREDIT INC	AUTO WISE AUTO SALES
AUTO EXPRESS ENTERPRISE INC	AUTO WORLD
AUTO FINDERS, INC.	AUTOBRANCH
AUTO GALAXY INC	AUTODRIVE, LLC
AUTO GROUP USA	AUTOLAND
AUTO LAND AUTO SALES INC	AUTOLAND USA AT SMYRNA
AUTO LIAISON INC	AUTOLANTA COLLECTION
AUTO LIBERTY OF ARLINGTON	AUTOMAC USA INC
AUTO LINE, INC.	AUTOMART #1 LLC
AUTO LIQUIDATION DIRECT LLC	AUTOMAX
AUTO LIQUIDATORS OF TAMPA, INC	AUTOMAX
AUTO MAC 2	AUTOMAX AUTO SALES INC
AUTO MARKET	AUTOMAX CHRYSLER DODGE JEEP
AUTO MARKET OF FLORIDA CORP	AUTOMAX OF ANDERSON
AUTO MART, INC.	AUTOMAX OF GREENVILLE
AUTO MASTERS AUTO SALES LLC	AUTOMAX OF GREER
AUTO MAX	AUTOMOTIVE DIRECT USA INC
AUTO MAX	AUTOMOTIVE GROUP OF OFALLON/CO
AUTO NETWORK OF THE TRIAD LLC	AUTONATION IMPORTS AUTO SALES
AUTO PARK CORPORATION	AUTONET GROUP LLC
AUTO PASS SALES & SERVICE CORP	AUTONOMICS
AUTO PLAZA INC	AUTOPLEX

DEALER NAME	DEALER NAME
AUTOPLEX IMPORT	BELL’S AUTO SALES
AUTOPLEX, LLC	BELMONTE AUTO IMPORTS
AUTOQUICK, INC.	BENNETTS AUTO SALES OF OCALA
AUTORAMA PREOWNED CARS	BENSON CADILLAC NISSAN, INC.
AUTOS BEST INC	BENSON FORD MERCURY
AUTOS DIRECT ONLINE	BENSON NISSAN
AUTOS R US	BEREA AUTO MALL
AUTOSHOW SALES AND SERVICE	BERGER CHEVROLET
AUTOWAY CHEVROLET	BERKELEY FORD
AUTOWAY FORD OF BRADENTON	BERT SMITH INTERNATIONAL
AUTOWAY HONDA ISUZU	BESSEMER AL AUTOMOTIVE LLC
AUTOWORLD USA	BEST AUTO SELECTION INC
AVENUE AUTO AND RV	BEST BUY AUTO MART LLC II
AXELROD PONTIAC	BEST BUY AUTO OF TAMPA BAY INC
B & B ELITE AUTO SALES LLC	BEST BUY AUTO SALES OF TAMPA
B & W MOTORS	BEST BUY MOTORS
BACHMAN AUTO GROUP, INC.	BEST CAR PRICE USA, INC.
BAKER BUICK GMC CADILLAC	BEST CARS KC INC
BAKER’S BODY SHOP	BEST CHEVROLET
BALLAS BUICK GMC	BEST DEAL AUTO SALES
BALTIMORE WASHINGTON AUTO	BEST DEAL AUTO SALES INC
BANK AUTO SALES	BEST KIA
BARBIES AUTOS CORPORATION	BEST VALUE AUTO SALES INC
BARGAIN SPOT CENTER	BETTER AUTOMALL LLC
BARRY BROWN MOTORS LLC	BEXLEY MOTORCAR COMPANY LLC
BARTOW FORD COMPANY	BIG BLUE AUTOS, LLC
BARTOW MOTORS	BIG BOYS TOYS FLORIDA LLC
BARTS CAR STORE	BIG CHOICES AUTO SALES INC
BARTS CAR STORE INC	BIG M CHEVROLET
BARTS CAR STORE INC	BIG O DODGE OF GREENVILLE, INC
BASELINE AUTO SALES, INC.	BILL BLACK CHEVROLET,
BATES FORD INC	BILL BRYAN CHRYSLER DODGE JEEP
BEACH AUTO BROKERS, INC	BILL BRYAN SUBARU
BEACH AUTO KINGS	BILL CLOUGH FORD INC
BEACHSIDE RIDE	BILL ESTES CHEVROLET
BEASLEY-CROSS PRE OWNED INC	BILL KAY CHEVROLET GEO INC
BEAU TOWNSEND NISSAN, INC.	BILL KAY FORD INC
BEDFORD AUTO WHOLESALE	BILL OWENS AUTO SALES
BEEJAY AUTO SALES INC	BILLS & SON AUTO SALES INC
BEFORD AUTO	BILLS AUTO SALES & LEASING,LTD
BEHLMANN ST PETERS PREOWNED	BILTMORE MOTOR CORP.
BELAIR ROAD DISCOUNT AUTO	BIRMINGHAM WHOLESALE AUTO LLC
BELLAMY AUTOMOTIVE GROUP, INC	BLAKE HOLLENBECK AUTO SALES IN
BELLS AUTO SALES	BLEECKER BUICK-GMC INC

DEALER NAME	DEALER NAME
BLEECKER CHRYSLER DODGE JEEP	BYERS CHEVROLET LLC
BLOOMINGTON AUTO CENTER	BYERS DELAWARE
BLUE SPRINGD FORD SALES INC	BYERS DELAWARE AUTO LLC
BLUESLADE MOTOR CARS LLC	BYERS KIA
BOB HOOK OF SHELBYVILLE, LLC	BYRONS AUTO SALES
BOB KING MITSUBISHI	C & D AUTO EXCHANGE
BOB KING’S MAZDA	C & J AUTO WORLD LLC
BOB MAXEY FORD	C & S SALES
BOB MAXEY LINCOLN-MERCURY	CADDY SHACK
BOB PULTE CHEVROLET GEO, INC.	CADILLAC OF NOVI INC
BOB STEELE CHEVROLET INC.	CALIFORNIA AUTO CONNECTION INC
BOBB CHRYSLER DODGE JEEP RAM	CALVARY CARS & SERVICE, INC
BOBB SUZUKI	CAMPBELL CHEVOFBOWLGREENKYINC
BOBBY LAYMAN CHEVROLET, INC.	CANCILA MARTY DODGE CHRYSLER J
BOBBY MURRAY TOYOTA	CAPITAL AUTO BROKERS
BOB’S AUTO SALES	CAPITAL FORD INC
BOMMARITO CHEVROLET MAZDA	CAPITAL MOTORS
BONIFACE HIERS MAZDA	CAPITAL MOTORS LLC
BORCHERDING ENTERPRISE, INC	CAPITOL AUTO
BOSAK HONDA	CAPITOL AUTO SALES, INC.
BOULEVARD AUTO EXCHANGE 2 INC	CAR BAZAAR INC OF FRANKLIN
BRADLEY CHEVROLET, INC.	CAR BIZ OF TENNESSEE
BRAD’S USED CARS	CAR CENTRAL
BRAMAN HONDA OF PALM BEACH	CAR CITY USA LLC
BRAMLETT PONTIAC INC	CAR CONCEPTS REMARKETING
BRANDON AUTO MALL FIAT	CAR CONNECTION
BRANDON HONDA	CAR COUNTRY
BRANDON MITSUBISHI	CAR CREDIT INC
BRANNON HONDA	CAR CREDIT XPRESS
BRECKENRIDGE MOTORS EAST LLC	CAR DEPOT
BREVARD VALUE MOTORS	CAR FACTORY OUTLET
BRICKELL HONDA BUICK & GMC	CAR FINDERS, LLC
BROMAR LLC	CAR MART FL.COM
BROMLEY AUTO SALES, LLC	CAR SOURCE, LLC.
BROOKS AUTO SALES	CAR ZONE
BUCKEYE CITY AUTOMOTIVE GROUP	CARCITY
BUCKEYE FORD LINCOLN MERC OF O	CARDINAL MOTORS INC
BUCKEYE MOTORS	CARDIRECT LLC
BUCKEYE NISSAN, INC.	CAREY PAUL HONDA
BUDS AUTO SALES	CARL GREGORY CHRYSLER-DODGE-
BUSH AUTO PLACE	CARMART AUTO SALES
BUYERS CHOICE AUTO CENTER LLC	CARMART AUTO SALES, INC.
BUZZ KARZ LLC	CARMART AUTOMALL LLC
BYERLY FORD-NISSAN, INC	CARMART EXPRESS

DEALER NAME	DEALER NAME
CAROLINA AUTO EXCHANGE	CHARLOTTE MOTOR CARS LLC
CAROLINA MOTORCARS	CHARS CARS LLC
CARPLUS AUTO SALES INC	CHASE AUTO GROUP
CARPORT SALES & LEASING, INC.	CHATHAM PARKWAY TOYOTA
CARPROS AUTO SALES	CHESAPEAKE AUTO GROUP
CARRIAGE MITSUBISHI	CHESTATEE FORD INC
CARROLLTON MOTORS	CHEVROLET BUICK OF QUINCY INC.
CARS & CREDIT OF FLORIDA	CHEVROLET OF SPARTANBURG
CARS & TRUCKS	CHICAGO AUTO SOURCE INC
CARS 4 LESS LLC	CHICAGO MOTORS INC
CARS 4 YOU LLC	CHRIS CARROLL AUTOMOTIVE
CARS N CARS, INC.	CHRIS LEITH AUTOMOTIVE INC
CARS OF JAX INC	CHRIS MOTORS AUTO SALES
CARS OF SARASOTA LLC	CHRIS SPEARS PRESTIGE AUTO
CARS PLUS LLC	CHRONIC INC.
CARS TRUCKS & MORE INC	CIRCLE CITY ENTERPRISES, INC.
CARS UNLIMITED	CITI CARS, INC.
CARS YOU CAN TRUST	CITY AUTO SALES
CARSMART, INC.	CITY MOTORS FLORIDA LLC
CARXPRESS	CITY STYLE IMPORTS INC
CARZ N TRUX	CITY TO CITY AUTO SALES, LLC
CARZ, INC.	CITY USED CARS, INC
CARZONE USA	CJ’S AUTO STORE
CARZZ AUTO SALES INC	CLARK CARS INC
CAS SALES & RENTALS	CLARK’S SUNSHINE
CASCADE AUTO GROUP, LTD	CLARKSVILLE AUTO SALES
CASTLE BUICK GMC	CLASSIC AUTO GROUP INC
CASTRIOTA CHEVROLET GEO INC.	CLASSIC CADILLAC SAAB
CAVALIER AUTO SALES INC	CLASSIC FORD OF GENEVA
CBF MOTORS LLC	CLEAN CARS
CC MOTORS INC	CLEARWATER CARS INC
CD S AUTOMOTIVE	CLEARWATER TOYOTA
CENTRAL 1 AUTO BROKERS	CLIFT BUICK GMC
CENTRAL FLORIDA EXPORTS, INC.	CLINTON FAMILY FORD
CENTRAL MOTOR WERKS, INC	COACHS BEST BUY MOTORS LLC
CENTRAL PONTIAC INC.	COAST TO COAST AUTO SALES
CENTURY BUICK	COASTAL AUTOMOTIVE INC
CERTIFIED AUTO CENTER	COCONUT CREEK HYUNDAI
CERTIFIED AUTO DEALERS	COGGIN HONDA
CHAMPION CHEVROLET	COLBERT’S AUTO OUTLET
CHAMPION OF DECATUR, INC.	COLUMBUS AUTO RESALE, INC
CHAMPION TRUCK CENTER LLC	COLUMBUS AUTO SOURCE
CHARLES BARKER PREOWNED OUTLET	COLUMBUS AUTO WAREHOUSE LLC
CHARLES MOTOR CO.	COLUMBUS CAR TRADER

DEALER NAME	DEALER NAME
COMMONWEALTH DODGE LLC	CROWN ACURA
CONCOURS AUTO SALES, INC.	CROWN AUTO GROUP INC
CONEXION AUTO SALES	CROWN AUTOS
CONWAY HEATON INC	CROWN BUICK GMC
CONWAY IMPORTS AUTO SALES	CROWN HONDA
CONYERS AUTO MAX	CROWN KIA
COOK & REEVES CARS INC	CROWN KIA
COOK MOTOR COMPANY	CROWN MITSUBISHI
COPPUS MOTORS - CHRYSLER,JEEP	CROWN MOTORS INC
CORAL SPRINGS OLDSMOBILE, INC	CROWN NISSAN
CORAL WAY AUTO SALES INC	CROWN NISSAN
CORNERSTONER AUTOMOTIVE LLC	CRUISER AUTO SALES
CORPORATE FLEET MANAGEMENT	CURRIE MOTORS DRIVERS EDGE
CORTEZ MOTORS	CURRIE MOTORS FRANKFORT INC
COUCH MOTORS LLC	CURRY HONDA
COUGHLIN AUTOMOTIVE- PATASKALA	CUSTOM CAR CARE
COUGHLIN CHEVROLET- NEWARK	D & D ALL AMERICAN AUTO SALES
COUGHLIN FORD OF CIRCLEVILLE	D & J MOTORS, INC.
COUGHLIN HYUNDAI	DADE CITY AUTOMAX
COUGHLIN LONDON AUTO INC	DAN CUMMINS CHV BUICK PONTIAC
COUNTRY HILL MOTORS INC	DAN HATFIELD AUTO GROUP
COUNTRY HILL MOTORS, INC.	DAN TUCKER AUTO SALES
COUNTRYSIDE FORD OF CLEARWATER	DANE’S AUTO SALES LLC
COURTESY CHRYSLER JEEP DODGE	DAVCO AUTO LLC
COURTESY NISSAN	DAVE SINCLAIR LINCOLN
COURTESY PONTIAC ACURA	DAVES JACKSON NISSAN
COWBOYS WHOLESALE INC	DAVID RICE AUTO SALES
COX AUTO SALES	DAVID SMITH AUTOLAND, INC.
COX CHEVROLET INC	DAWSONS AUTO & TRUCK SALES INC
COX TOYOTA/SCION	DAYTON ANDREWS DODGE
COYLE CHEVROLET	DAYTON ANDREWS INC.
CRAIG & BISHOP, INC.	DAYTON AUTO SALES INC
CRAIG & LANDRETH INC	DBA AUTONATION CHEVROLET
CRAMER HONDA OF VENICE	DEACON JONES AUTO PARK
CREDIT CARS USA	DEALERS CHOICE MOTOR COMPANY
CREDIT MASTER AUTO SALE INC	DEALS ON WHEELS
CREDIT UNION REMARKETING	DEALS ON WHEELS WHOLESALE LLC
CRENCOR LEASING & SALES	DEALS UMLIMTED
CRESTMONT CADILLAC	DEALZ AUTO TRADE
CRESTMONT HYUNDAI, LLC	DEALZ ON WHEELZ LLC
CRIST MOTORSPORTS	DEAN SELLERS, INC.
CRM MOTORS, INC.	DECENT RIDE.COM
CRONIC CHEVROLET, OLDSMOBILE-	DEECO’S AUTO SALES INC
CROSSROADS FORD OF INDIAN TRL	DEFOUW CHEVROLET, INC.

DEALER NAME	DEALER NAME
DENNIS AUTO POINT	DYNASTY MOTORS
DENNY’S AUTO SALES, INC.	E & R AUTO SALES INC
DEPENDABLE MOTOR VEHICLES INC	EAGLE LAKE CARS
DEREK MOTORCAR CO INC	EAGLE ONE AUTO SALES
DESTINYS AUTO SALES	EARL TINDOL FORD, INC.
DETROIT AUTO PARTS LLC	EAST ANDERSON AUTO SALES
DETROIT II AUTOMOBILES	EAST BEACH AUTO SALES
DG & M AUTO SALES INC	EAST LAKE TRUCK & CAR SALES
DI LUSSO MOTORCARS	EASTERN SHORE AUTO BROKERS INC
DIAMOND MOTORS OF DAYTONA	EASTGATE MOTORCARS, INC
DIANE SAUER CHEVROLET, INC.	EASY AUTO AND TRUCK
DICK BROOKS HONDA	EAZY RIDE AUTO SALES LLC
DICK MASHETER FORD, INC.	ECONO AUTO SALES INC
DICK SCOTT NISSAN, INC.	ECONOMIC AUTO SALES INC
DICK WICKSTROM CHEVROLET INC	ECONOMY AUTO MART
DISCOVERY AUTO CENTER LLC	ECONOMY MOTORS LLC
DIVERSIFIED AUTO SALES	ED HOWARD LINCOLN MERCURY INC.
DIXIE IMPORT INC	ED NAPLETON ELMHURST IMPORTS I
DIXIE WAY MOTORS INC	ED NAPLETON HONDA
DM MOTORS, INC.	ED TILLMAN AUTO SALES
DODGE OF ANTIOCH INC	ED VOYLES HONDA
DOMESTIC ACQUISITIONS	ED VOYLES HYUNDAI
DON AYERS PONTIAC INC	ED VOYLES KIA OF CHAMBLEE
DON BROWN CHEVROLET, INC.	EDDIE ANDRESON MOTORS
DON FRANKLIN CHEVROLET, BUICK	EDDIE AUTO BROKERS
DON HINDS FORD, INC.	EDDIE MERCER AUTOMOTIVE
DON JACKSON CHRYSLER DODGE	EDGE MOTORS
DON JACKSON IMPORTS CARS INC	EDWARDS CHEVROLET CO
DON MOORE CHEVROLET CADILLAC	EJ’S QUALITY AUTO SALES, INC.
DON REID FORD INC.	ELITE AUTO SALES OF ORLANDO
DORAL CARS OUTLET	ELITE AUTO WHOLESALE
DOTSON BROS CHRYS DODGE PLYM	ELITE AUTOMOTIVE GROUP
DOWNTOWN BEDFORD AUTO	ELITE CAR SALES WEST INC
DRIVE NOW AUTO SALES	ELITE IMPORTS
DRIVER SEAT AUTO SALES LLC	ELITE MOTORS, INC.
DRIVERIGHT AUTO SALES, INC.	ELYRIA BUDGET AUTO SALES INC
DRIVERS WORLD	EMPIRE AUTO SALES & SERVICE
DRIVEWAY MOTORS	EMPIRE AUTOMOTIVE GROUP
DRIVEWAYCARS.COM	ENON AUTO SALES
DRIVING DREAMS AUTO SALES LLC	ENTERPRISE
DRY RIDGE TOYOTA	ENTERPRISE CAR SALES
DUBLIN CADILLAC NISSAN GMC	ENTERPRISE CAR SALES
DUVAL CARS LLC	ENTERPRISE CAR SALES
DUVAL FORD	ENTERPRISE CAR SALES

DEALER NAME	DEALER NAME
ENTERPRISE CAR SALES	FIRST UNION AUTOMOTIVE LLC
ENTERPRISE CAR SALES	FITZGERALD MOTORS, INC.
ENTERPRISE LEASING CO OF	FIVE POINTS AUTO GROUP INC
ENTERPRISE LEASING CO. OF ORL.	FIVE STAR AUTO SALES OF
ENTERPRISE LEASING COMPANY	FIVE STAR CAR & TRUCK
ENTERPRISE LEASING COMPANY	FIVE STAR DODGE
ENTERPRISE LEASING COMPANY	FIVE STAR FORD STONE MOUNTAIN
ERNEST MOTORS, INC.	FL PRICE BUSTER AUTO SALES
ERNIE PATTI AUTO LEASING &	FLAMINGO AUTO SALES
ESTERO BAY CHEVROLET INC	FLEET STREET REMARKETING
ESTLE CHEVROLET CADILLAC	FLETCHER CHRYSLER PRODUCTS INC
EXCLUSIVE CARZ AND AUTO	FLORENCE AUTO MART INC
EXCLUSIVE MOTOR CARS LLC	FLORIDA AUTO EXCHANGE
EXCLUSIVE MOTORCARS LLC	FLORIDA FINE CARS INC
EXECUTIVE AUTO SALES	FLORIDA TRUCK SALES
EXECUTIVE CARS LLC	FLOW HONDA
EXECUTIVE MOTORS	FLOW MOTORS
EXOTIC MOTORCARS	FLOWERS HONDA
EXPRESS AUTO SALES NO 1	FMC AUTO SALES INC
EXPRESS MOTORS LLC	FOREMAN MOTORS, INC.
EXTREME DODGE DODGE TRUCK	FORT MYERS TOYOTA INC.
EXTREME IMPORTS	FORT PIERCE MOTORS, INC.
EZ AUTO & TRUCK PLAZA II INC	FORT WALTON BEACH
E-Z WAY CAR SALES & RENTALS	FORT WAYNE AUTO CONNECTION LLC
FAIRLANE FORD SALES, INC.	FORT WAYNE TOYOTA/LEXUS OF
FAITH MOTORS, INC.	FORTUNE MOTOR GROUP
FALCONE AUTOMOTIVE	FOXWORTHY AUTO SUPERSTORE
FAME FINANCE COMPANY	FRANK LETA AUTOMOTIVE OUTLET
FAMILY KIA	FRANK MYERS AUTO SALES, INC
FANELLIS AUTO	FRANK SHOOP CHEVY BUICK PONTIA
FANTASTIC 4 AUTO SALES	FRED ANDERSON KIA
FAST AUTO SALES, LLC	FRED ANDERSON NISSAN OF RALEIG
FASTLANE AUTO CREDIT INC	FRENSLEY CHRYSLER PLYMOUTH
FERCO MOTORS CORP	FRIENDLY FINANCE AUTO SALES
FERMAN NISSAN	FRITZ ASSOCIATES
FIAT OF SAVANNAH	FRONTIER MOTORS INC
FIAT OF SOUTH ATLANTA	FUTURE AUTOMOTIVE LLC
FIAT OF WINTER HAVEN	G & R AUTO SALES CORP
FIRKINS C.P.J.S.	G & W MOTORS INC
FIRKINS NISSAN	GABE ROWE NISSAN
FIRST AUTO CREDIT	GAINESVILLE MITSUBISHI
FIRST CHOICE AUTOMOTIVE INC	GANLEY BEDFORD IMPORTS INC
FIRST CLASS AUTO CHOICE	GANLEY CHEVROLET, INC
FIRST STOP AUTO SALES	GANLEY CHRYSLER JEEP DODGE INC

DEALER NAME	DEALER NAME
GANLEY EAST, INC	GOOD TO GO AUTO SALES, INC.
GANLEY FORD WEST, INC.	GOODMAN CHEV OLDS CAD NISSAN
GANLEY LINCOLN MERCURY	GR MOTOR COMPANY
GANLEY, INC	GRACE AUTOMOTIVE LLC
GARY SMITH FORD	GRAINGER NISSAN
GASTONIA CHRYSLER JEEP DODGE	GRANT CAR CONCEPTS
GASTONIA NISSAN, INC	GRANT MOTORS CORP.
GATES CHEV PONT GMC BUICK	GRAVITY AUTOS ATLANTA
GATES NISSAN, LLC	GRAVITY AUTOS ROSWELL
GATEWAY AUTO PLAZA	GREAT BRIDGE AUTO SALES
GATEWAY AUTOMOTIVE SALES &	GREAT INVESTMENT MOTORS
GATOR CHRYSLER-PLYMOUTH, INC.	GREAT LAKES HYUNDAI, INC.
GATOR TRUCK CENTER INC	GREEN LIGHT CAR SALES
GATORLAND KIA	GREEN TREE TOYOTA
GENE GORMAN & ASSOC. INC. DBA	GREENBRIER VW LLC
GENE GORMAN AUTO SALES	GREENE FORD COMPANY
GENTHE AUTOMOTIVE-EUREKA LLC	GREENLIGHT MOTORS, LLC
GEN-X CORP	GREEN’S TOYOTA
GEOFF ROGERS AUTOPLEX	GREG SWEET CHEVY BUICK OLDS
GEORGETOWN AUTO SALES	GREG SWEET FORD INC
GEORGIA CHRYSLER DODGE	GRIFFIN FORD SALES, INC.
GERDON AUTO SALES INC	GRIFFIN MOTOR CO, INC
GERMAIN FORD	GROGANS TOWNE CHRYSLER
GERMAIN OF SARASOTA	GROW AUTO FINANCIAL INC
GERMAIN TOYOTA	GS AUTO BROKERS LLC
GERMAIN TOYOTA	GUARANTEE AUTOMAXX CORPORATION
GERWECK NISSAN	GULF ATLANTIC WHOLESALE INC
GETTEL NISSAN OF SARASOTA	GULF COAST AUTO BROKERS, INC.
GETTEL TOYOTA	GULF MOTORS OF FT. MEYERS
GINN MOTOR COMPANY	GWINNETT PLACE NISSAN
GLASSMAN OLDSMOBILE, INC.	H & H AUTO SALES
GLEN BURNIE AUTO EXCHANGE, INC	H & H AUTO SALES
GLENN BUICK GMC TRUCKS	HAIMS MOTORS INC
GLOBAL AUTO EXPO INC	HALLMAN AUTOMOTIVE
GLOBAL MOTORS INC	HALLMARK HYUNDAI
GLOBE AUTO SALES	HAMILTON CHEVROLET INC
GLOVER AUTO SALES	HAMMCO INC
GMOTORCARS INC	HANNA IMPORTS
GMT AUTO SALES, INC	HANS AUTO
GOLDEN OLDIES	HAPPY AUTO MART
GOLLING CHRYSLER JEEP	HAPPY CARS INC
GOOD BAD NO CREDIT AUTO SALES	HARBOR CITY AUTO SALES, INC.
GOOD CARS	HARBOR NISSAN
GOOD MOTOR COMPANY	HARDIE’S USED CARS, LLC

DEALER NAME

DEALER NAME

HARDY CHEVROLET HARDY CHEVROLET INC HAROLD CHEVROLET BUICK, INC. HARRELSON NISSA HARRIET SALLEY AUTO GROUP LLC HATCHER’S AUTO SALES HATFIELD USED CAR CENTER HAVANA FORD INC. HAWKINSON NISSAN LLC HEADQUARTER TOYOTA HEARTLAND CHEVROLET HEAVENLY IMPORTS LLC HENDRICK HONDA HENDRICKSCARS.COM HENNESSY MAZDA PONTIAC HERITAGE AUTOMOTIVE GROUP HERITAGE CADILLAC-OLDS, INC. HERITAGE MOTOR COMPANY HERITAGE NISSAN HERRINGTON AUTOMOTIVE HIBDON MOTOR SALES HICKORY HOLLOW CARNIVAL KIA HIGH Q AUTOMOTIVE CONSULTING HIGHLINE IMPORTS, INC. HIGHWAY 31 AUTO SALES LLC HILBISH MOTORS CO, INC HILL NISSAN INC HILLSIDE AUTO SALES HILLTOP MOTORS HILTON HEAD MITSUBISHI HILTON HEAD NISSAN HOLLYWOOD MOTOR CO #1 HOLLYWOOD MOTOR CO #3 HOMESTEAD MOTORS HOMETOWN AUTO MART, INC HONDA CARS OF BRADENTON HONDA MALL OF GEORGIA HONDA MARYSVILLE HONDA OF FRONTENAC HONDA OF GAINESVILLE HONDA OF MENTOR HONDA OF OCALA HONDA OF TIFFANY SPRINGS HONDA VOLVO OF JOLIET

HONEYCUTT’S AUTO SALES, INC. HOOVER AUTOMOTIVE LLC HOOVER CHRYSLER PLYMOUTH DODGE HOOVER MITSUBISHI CHARLESTON HOOVER TOYOTA, LLC HORACE G ILDERTON HORIZON CARS HT MOTORS INC HUBERT VESTER TOYOTA SCION HUBLER FINANCE CENTER HUBLER NISSAN, INC. HUDSON AUTO SALES HUGH WHITE HONDA HUNT AUTOMOTIVE, LLC HUSTON MOTORS INC. HUTCHINSON PONTIAC GMC HWY 150 BUYERS WAY, INC. HYUNDAI CERTIFIED CENTER HYUNDAI OF BRADENTON HYUNDAI OF LOUISVILLE HYUNDAI OF NEW PORT RICHEY HYUNDAI OF NICHOLASVILLE HYUNDIA OF GREER HZF PLAINWELL I 95 TOYOTA & SCION I DRIVE USA CORP ICARS LLC ICON MOTORS LLC IDEAL AUTO IDEAL USED CARS INC IMAGINE CARS IMPERIAL MOTORS IMPERIAL SALES & LEASING INC IMPEX AUTO SALES IMPORT AUTO BROKERS INC IMPORT’S LTD INDIAN RIVER LEASING CO INDY AUTO LAND LLC INDY AUTO MAN LLC INDY MOTORS SOUTH INDY MOTORSPORTS INDY’S UNLIMITED MOTORS INFINITI OF COLUMBUS, LLC INFINITI RICHMOND INC

DEALER NAME

DEALER NAME

INTEGRITY AUTO PLAZA LLC INTEGRITY AUTO SALES INTEGRITY AUTO SALES, INC. INTEGRITY AUTOMOTIVE INTERCAR INTERNATIONAL AUTO LIQUIDATORS INTERNATIONAL AUTO OUTLET INTERNATIONAL AUTO WHOLESALERS INTERSTATE MOTORS LLC ISAACS PRE-OWNED AUTOS LLC J & C AUTO SALES J & M AFFORDABLE AUTO, INC. J AND J MOTORSPORTS LLC J&B AUTO SALES & BROKERAGE J.W. TRUCK SALES, INC. JACK DEMMER FORD, INC. JACK MAXTON CHEVROLET INC JACK MAXTON USED CARS JACK MILLER KIA JACK STONES CREEKSIDE SALES JACKIE MURPHY’S USED CARS JACK-SON AUTO SALES INC JACKSONVILLE AUTO SALES LLC JACOBY MOTORS INC JAKE SWEENEY CHEVROLET, INC JAKE SWEENEY MAZDA WEST JAKE SWEENEY SMARTMART INC JAKMAX JAMESTOWN AUTO SALES INC JARRARD PRE-OWNED VEHICLES JARRETT FORD OF PLANT CITY JARRETT GORDON FORD INC JAX AUTO WHOLESALE, INC. JAY HONDA JAY WOLFE AUTO OUTLET JB’S AUTO SALES OF PASCO, INC. JC AUTOMAX JC LEWIS FORD, LLC JDF AUTO JEANIES AUTOMOTIVE INC JEFF SCHMITT AUTO GROUP JEFF SCHMITT COLUMBUS INC JEFF WYLEF CHEVROLET OF JEFF WYLER ALEXANDRIA, INC.115

JEFF WYLER CHEVROLET, INC JEFF WYLER CHRYSLER JEEP DODGE JEFFREY P. HYDER JEFFREYS AUTO EXCHANGE JEMS AUTO SALES INC JENKINS MAZDA JENKINS NISSAN, INC. JEREMY FRANKLINS SUZUKI OF KAN JERRY HAGGERTY CHEVROLET INC JERRY WILSON’S MOTOR CARS JESSE’S AUTO SALES INC JIM BURKE NISSAN JIM BUTLER AUTO PLAZA JIM COGDILL DODGE CO JIM DOUGLAS SALES AND SERVICE JIM M LADY OLDSMOBILE INC JIM ORR AUTO SALES JIM SKINNER FORD INC JIM WHITE HONDA JIM WOODS AUTOMOTIVE, INC. JIMMIE VICKERS INC. JIMMY SMITH PONTIAC BUICK GMC JK AUTOMOTIVE GROUP LLC JKB AUTO SALES JMC AUTO BROKERS INC JODECO AUTO SALES JOE FIRMENT CHEVROLET JOE KIDD AUTOMOTIVE INC JOE KIDD MITSUBISHI JOE WINKLE’S AUTO SALES LLC JOHN BELL USED CARS INC JOHN BLEAKLEY FORD JOHN HIESTER CHEVROLET JOHN HINDERER HONDA JOHN JENKINS, INC. JOHN JONES AUTOMOTIVE JOHNNY WRIGHT AUTO SALES LLC JOHNNYS MOTOR CARS LLC JOHNSON AUTOPLEX JOSEPH MOTORS JT AUTO INC. JULIANS AUTO SHOWCASE, INC. JUST-IN-TIME AUTO SALES INC K T AUTO SALES LLC

DEALER NAME

DEALER NAME

KAHLER AUTO SALES LLC KAISER PONTIAC BUICK GMC KALER LEASING SERVICES INC KAR CONNECTION KARL FLAMMER FORD KASPER CHRYSLER DODGE JEEP KATHY’S KARS KC CARPLEX LLC KDK AUTO BROKERS KEFFER OF MOORESVILLE, LLC KEFFER PRE-OWNED SOUTH KEGANS AUTOMOTIVE GROUP LLC KEITH HAWTORNE FORD KEITH PIERSON TOYOTA KELEMEN AUTO SALES KELLEY BUICK GMC INC KELLY & KELLY INVESTMENT CO IN KELLY FORD KELLYS KARZ LLC KEN GANLEY NISSAN INC KENDALL MITSUBISHI KENDALL TOYOTA KENNYS AUTO SALES, INC KEN’S AUTOS KENS KARS KERRY NISSAN, INC. KERRY TOYOTA KEY CHRYLSER PLYMOUTH INC KIA ATLANTA SOUTH KIA COUNTRY OF SAVANNAH KIA MALL OF GEORGIA KIA OF ALLIANCE KIA OF CANTON KING AUTOMOTIVE, LLC KING MOTORS KING SUZUKI OF HICKORY LLC KINGS AUTO GROUP INC KINGS AUTOMOTIVE INC KING’S COLONIAL FORD KINGS FORD, INC KINGS HONDA KINGS OF QUALITY AUTO SALES KLASSIC CARS LLC KMAX INC

KNAPP MOTORS KNE MOTORS, INC. KNH WHOLESALE KNOX BUDGET CAR SALES & RENTAL KOE-MAK CORP KOETTING FORD INC KUNES COUNTY FORD OF ANTIOCH L & M MOTORS, LLC LA AUTO STAR, INC. LAFONTAINE AUTO GROUP LAGRANGE MOTORS LAKE NISSAN SALES, INC. LAKE NORMAN MOTORS LLC LAKE PLACID MOTOR CAR, INC LAKE ST LOUIS AUTO LAKE WALES CHRSYLER DODGE LAKELAND AUTO MALL LAKELAND CAR COMPANY LLC LAKELAND CHRYSLER DODGE LAKELAND TOYOTA INC. LALLY ORANGE BUICK PONTIAC GMC LANCASTER AUTOMOTIVE LANCASTER MOTOR CO. LANCASTERS AUTO SALES, INC. LANDERS MCLARTY CHEVROLET LANDERS MCLARTY SUBARU LANDERS TOYOTA OF HAZELWOOD LANDMARK AUTO INC LANDMARK CDJ OF MONROE, LLC LANE 1 MOTORS LANG CHEVROLET COMPANY LANGDALE HONDA KIA OF LANIGAN’S AUTO SALES LARRY JAY IMPORTS, INC LARRY ROESCH-CHRYSLER JEEP INC LASCO FORD INC LATIN MOTORS INTERNATIONAL LLC LAWRENCEBURG CHEVROLET INC LEASDERS AUTO SALES LLC LEBANON FORD LINCOLN LEE’S AUTO SALES, INC LEES SUMMIT DODGE CHRYSLER JEE LEGACY MOTORS LEITH MITSUBISHI

DEALER NAME

DEALER NAME

LEXUS OF SARASOTA LEXUS RIVER CENTER LGE CORP LIBERTY AUTO CITY INC LIBERTY FORD SOLON, INC. LIBERTY FORD, INC LIBERTY MOTORS LLC LIBERTY USED MOTORS INC LIPTON TOYOTA LITTLE RIVER TRADING CO OF LMN AUTO INC LOCHMANDY AUTOS LOKEY NISSAN LONDOFF JOHNNY CHEVROLET INC LONGSTREET AUTO LONGWOOD KIA MITSUBISHI LOU BACHRODT CHEVROLET LOU SOBH AUTOMOTIVE OF LOUDON MOTORS, INC LOWERY BROS. OVERSTOCK LLC LOWEST PRICE TRANSPORTATION LUCKY CARS LUCKY LINE MOTORS INC LUX MOTOR SALES LUXOR AUTOMOTIVE INC LUXURY AUTO DEPOT LUXURY AUTO LINE LLC LUXURY AUTO MALL LUXURY CARS & FINANCIAL, INC. LUXURY CARS OUTLET LUXURY FLEET LEASING LLC LUXURY IMPORTS AUTO SALES LYNN HINES USED CARS LYNN LAYTON CHEVROLET LYONS CHEVROLET BUICK GMC INC M & M AUTO GROUP INC M & M AUTO SUPER STORE M & M AUTO WHOLESALERS, LLC M & M AUTO, INC. MA & PAS AUTO SALES & SERVICE MACATAWA AUTO & FINANCE CO MACHADO AUTO SELL LLC MAGIC MOTORS CENTER MAHER CHEVROLET INC

MAINLAND AUTO SALES INC MAINSTREET AUTOMART LLC MANASSAS AUTO TRUCK & TRACTOR MANASSAS AUTOMOBILE GALLERY MARANATHA AUTO MARCH MOTORS INC. MARIETTA AUTO MALL CENTER MARK SWEENEY BUICK PONTIAC GMC MARKS AUTO SALES MARLOZ OF HIGH POINT MARSHALL FORD MARSHALL MOTORS OF FLORENCE MASHALLAH IMPORTS LLC MASTER CAR INTERNATIONAL, INC MASTER CARS MATHEWS BUDGET AUTO CENTER MATHEWS FORD INC. MATHEWS FORD OREGON, INC MATIA MOTORS, INC MATRIX AUTO SALES, INC. MATT CASTRUCCI MATTHEWS MOTOR COMPANY MATTHEWS MOTORS INC. MATTHEWS-HARGREAVES CHEVROLET MAXIE PRICE CHEVROLETS OLDS, MAXIMUM DEALS, INC. MAXKARS MOTORS MAYSVILLE AUTO SALES MC AUTO MCABEE MOTORS MCCLUSKY AUTOMOTIVE LLC MCFARLAND CHEVROLET-BUICK, INC MCGHEE AUTO SALES INC. MCJ AUTO SALES OF CENTRAL FLOR MCKENNEY CHEVROLET MCKENZIE MOTOR COMPANY, INC, MCPHAILS AUTO SALES MCVAY MOTORS, INC. MEADE BROTHERS AUTO LLC MECHANICSVILLE TOYOTA MEDINA AUTO BROKERS MEDINA AUTO MALL MEDLIN MOTORS, INC. MELRAY MOTORS CORP

DEALER NAME

DEALER NAME

MELROSE PARK AUTO MALL MEMBERS SALES AND LEASING INC MENTOR NISSAN MERCEDES- BENZ OF BEDFORD MEROLLIS CHEVROLET SALES METRO IMPORTS INC METRO USED CARS METROLINA AUTO SALES INC MGM AUTO SALES MIA REPOS LLC MIAMI AUTO COLLECTION, INC MIAMI AUTO SHOW LLC MIAMI AUTO WHOLESALE MIAMI CARS INTERNATIONAL INC MICHAEL’S AUTO SALES CORP MID AMERICA AUTO EXCHANGE INC MID AMERICA AUTO GROUP MID ATLANTIC AUTO SALES INC MID RIVERS MOTORS MIDDLE TENNESSEE AUTO MART LLC MIDFIELD MOTOR COMPANY, INC. MIDSTATE MOTORS MID-TOWN MOTORS LLC MIDWAY AUTO GROUP MIDWAY MOTORS MIDWEST AUTO STORE LLC MIDWEST FINANCIAL SERVICES MIDWEST MOTORS & TIRES MIDWESTERN AUTO SALES, INC. MIG CHRYSLER DODGE JEEP RAM MIKE BASS FORD MIKE CASTRUCCI CHEVY OLDS MIKE CASTRUCCI FORD OF ALEX MIKE CASTRUCCI FORD SALES MIKE ERDMAN TOYOTA MIKE PRUITT HONDA, INC MIKES TRUCKS AND CARS MILE STRETCH AUTO SALES MILES AUTO SALES MILLENIUM AUTOMOTIVE GROUP MILTON DODGE CHRYSLER JEEP MILTON MARTIN HONDA MINIVAN SOURCE, INC. MIRA AUTO SALES LLC

MIRACLE CHRYSLER DODGE JEEP MISSOURI MOTORS LLC MITCH RUBINSTEIN MOTOR CO MITCHELL COUNTY FORD LLC MITCHELL MOTORS MIX MOTORS INC MJ AUTO SALES MODERN CHEVROLET MODERN CORP MONARCH CAR CORP MONROE DODGE/CHRYSLER INC. MONTGOMERY MOTORS MONTROSE FORD LINCOLN/MERCURY MOORE NISSAN MOORING AUTOMOTIVE GROUP LLC MORNING STAR MOTORS MORRISVILLE AUTO SALES MORROWS AUTO SALES MOTOR CAR CONCEPTS II MOTOR CARS HONDA MOTORCARS MOTORCARS TOYOTA MOTORHOUSE INC MOTORMART LLC MOTORMAX OF GRAND RAPIDS MOTORS DRIVEN INC MOTORVATION MOTOR CARS MR AUTO SALES MULLEN AUTO SALES LLC MULLINAX FORD OF PALM BEACH MURPHY AUTO CENTER OF MURRAY’S USED CARS MY CAR LLC MYLENBUSCH AUTO SOURCE LLC N & D AUTO SALES, INC. NALLEY HONDA NANO MOTORS COMPANY NAPLETONS NISSAN/NAPLETONS NAPLETON’S RIVER OAKS CHRYSLER NAPLETON’S RIVER OAKS KIA NATIONAL ADVANCE CORP NATIONAL ADVANCE CORP NATIONAL AUTO SALES NATIONAL AUTOMOTIVE, INC

DEALER NAME

DEALER NAME

NATIONAL CAR MART, INC NATIONAL ROAD AUTOMOTIVE LLC NATIONWIDE AUTOMOTIVE GROUP NELSON AUTO SALES NELSON MAZDA NELSON MAZDA RIVERGATE NEUHOFF AUTO SALES NEW CARLISLE CHRYSLER JEEP NEW DAWN AUTO MALL NEW GENERATION MOTORS INC NEW LIFE AUTO SALES LLC NEWPORT AUTO GROUP NEWPORT UNIVERSAL GROUP CORP NEWTON’S AUTO SALES, INC. NEXT CAR INC NICHOLAS DATA SERVICES, INC. NICKS AUTO MART NIMNICHT PONTIAC NISSAN OF MELBOURNE NISSAN ON NICHOLASVILLE NORTH ATLANTA AUTO SUPERSTORE NORTH ATLANTA MOTORS LLC NORTH BROTHERS FORD, INC NORTH IRVING MOTORS INC NORTHEND MOTORS INC NORTHERN AUTO MART NORTHLAND AUTO SALES NORTHPOINTE AUTO SALES NORTHWEST MOTORS INC NOURSE CHILLICOTHE NUMBER ONE IN RADIO ALARMS INC NUOVO INIZIO OF FLORIDA, INC. OCEAN AUTO BROKERS OCEAN HONDA O’CONNORS AUTO OUTLER OFF LEASE FINANCIAL, INC. OFFLEASE AUTOMART LLC OKOLONA MOTOR SALES OLATHE FORD SALES, INC. OLDHAM MOTOR COMPANY LLC OLYMPIC MOTOR CO LLC OLYMPIC SALES & SERVICE ON THE ROAD AGAIN, INC. ON TRACK AUTO MALL, INC.

ORANGE PARK AUTO MALL ORANGE PARK DODGE ORLANDO AUTOS ORLANDO DODGE, INC. ORLANDO HYUNDAI OSCAR MOTORS CORPORATION OVERFLOW MOTORS LLC OXMOOR FORD LINCOLN MERCURY OXMOOR TOYOTA PACE CAR PACE CHEVROLET BUICK GMC PACE MOTOR COMPANY PALM BAY FORD PALM BAY MOTORS PALM BEACH AUTO DIRECT PALM CHEVROLET PALM CHEVROLET OF GAINESVILLE PALMETTO 57 NISSAN PALMETTO FORD PALMETTO WHOLESALE MOTORS PAPPADAKIS CHRYSLER DODGE JEEP PAQUET AUTO SALES PARADISE MOTOR SPORTS PARAMOUNT AUTO PARK AUTO MALL, INC PARK AUTO PLAZA LLC PARKS AUTOMOTIVE, INC PARKS CHEVROLET - GEO PARKWAY FORD, INC. PARKWAY MITSUBISHI PARKWAY MOTORS INC PATRICK O’BRIEN JR CHEVROLET PATRIOT AUTOMOTIVE SALES & PATTERSON AUTOMOTIVE, INC. PAUL CLARK ENTERPRISES INC PAUL MILLER FORD, INC. PAUL WALSH NISSAN INC PAYLESS AUTO DEALS LLC PAYLESS AUTO OF TULLAHOMA PAYLESS CARS SALES GREENSBORO PAYLESS MOTORS LLC PCT ENTERPRISES OF FLORIDA LLC PEGGY’S AUTO SALES PELHAM’S AUTO SALES

DEALER NAME

DEALER NAME

PENSACOLA AUTO BROKERS, INC PERFORMANCE CHEVROLET BMW PERFORMANCE CHRYSLER JEEP DODG PERFORMANCE GMC OF PERFORMANCE TOYOTA PETE MOORE CHEVROLET, INC PETE MOORE IMPORTS, INC PETERS AUTO SALES, INC. PG MOTORS LLC PHILIP MOTORS INC PHILLIPS CHRYSLER-JEEP, INC PHILMARK INC PHOENIX MOTORS PHOENIX SPECIALTY MOTORS CORP PIEDMONT AUTO SALES INC PILES CHEV-OLDS-PONT-BUICK PINELLAS MOTORS INC PINEVILLE IMPORTS PLAINFIELD AUTO SALES, INC. PLAINFIELD FAMILY AUTO & REPAI PLANET SUZUKI PLATINUM AUTO SALES PLATINUM AUTO SALES & LEASING PLATTNER’S PLAZA LINCOLN MERCURY PLAZA PONTIAC BUICK GMC INC POGUE CHEVROLET INC PORT MOTORS PORTAL AUTOMOTIVE INC POWER MOTORS LLC POWER PONTIAC GMC OLDSMOBILE POWERBUY MOTORS PRADO AUTO SALES PREFERRED AUTO PREMIER AUTO BROKERS, INC. PREMIER AUTO GROUP PREMIER AUTO SALES PREMIER AUTOS OF ALTON PREMIER MAZDA/CDJ AUTOMOTIVE PREMIER ONE MOTOR CARS INC PREMIERE CHEVROLET, INC. PREMIUM AUTO BY RENT PREMIUM MOTORS LLC PRESTIGE AUTO EXCHANGE

PRESTIGE AUTO MALL PRESTIGE AUTO SALES II INC PRESTIGE MOTORS PRESTIGE MOTORS OF VIERA PRESTON AUTO OUTLET PRICE RIGHT STERLING HEIGHTS PRICE WISE AUTO SALES, INC. PRICED RIGHT CARS, INC PRIDE AUTO SALES PRIME MOTORS INC PRIME MOTORS, INC. PROCAR PROFESSIONAL AUTO SALES PROVIDENCE AUTO GROUP LLC PT AUTO WHOLESALE QUALITY IMPORTS QUEEN CITY AUTO SALES R & B CAR COMPANY R & Z AUTO SALES R AND R MOTORS RAMOS AUTO LLC RAMSEY MOTORS RANKL & RIES MOTORCARS, INC RAY CHEVROLET RAY LAETHEM BUICK GMC INC RAY PEARMAN LINCOLN MERCURY RAY SKILLMAN CHEVROLET RAY SKILLMAN EASTSIDE RAY SKILLMAN NORTHEAST MAZDA RAY SKILLMAN OLDSMOBILE AND RAY SKILLMAN USED CAR RAY SKILLMAN WESTSIDE RAYMOND CHEVROLET KIA RE BARBER FORD INC READY CARS INC REAL BIZ AUTOMOTIVES REALITY AUTO SALES INC REDSKIN AUTO SALES INC REGAL PONTIAC, INC. REGIONAL WHOLESALE REID’S AUTO CONNECTION REIDSVILLE NISSAN INC RELIABLE TRUCK SALES RENEWIT CAR CARE

DEALER NAME

DEALER NAME

REVOLUTION MOTORS LLC RICART FORD USED RICE AUTO SALES RICHARD HUGES AUTO SALES RICHARD KAY AUTOMOTIVE RICK CASE CARS INC RICK CASE MOTORS, INC. RICK HILL NISSAN INC RICK MATTHEWS BUICK PONTIAC RICKS AUTO SALES RIDE N DRIVE RIDE TIME, INC. RIGHT HOUR AUTO SALES INC RIGHTWAY AUTOMOTIVE CREDIT RIOS MOTORS RIVER CITY AUTO SALES INC RIVERGATE TOYOTA RIVERSIDE MOTORS, INC RIVIERA AUTO SALES SOUTH, INC. RIV’S MOTORSPORTS RJ’S AUTO SALES RML HUNTSVILLE AL AUTOMOTIVE ROAD MASTER AUTO SALES LLC ROADKILL AUTO, INC. ROB PARTELO’S WINNERS ROBERTS COMPANY MOTOR MART LLC ROCK ROAD AUTO PLAZA ROD HATFIELD CHRYSLER DGE JEEP ROGER WILLIAMS AUTO SALES ROGER WILSON MOTORS INC ROSE AUTOMOTIVE INC ROSE CITY MOTORS ROSE CITY MOTORS ROSE CITY MOTORS ROSE CITY MOTORS 2 ROSEDALE AUTO SALES INC ROSEN HYUNDAI OF ALGONQUIN LLC ROSEN MAZDA ROSEN MAZDA OF LAKE VILLA ROSEN NISSAN ROSWELL MITSUBISHI ROUEN CHRYSLER DODGE JEEP INC ROUEN MOTORWORKS LTD ROUNTREE-MOORE INC

ROVING AUTO ROY O’BRIEN, INC ROYAL AUTO SALES ROYAL AUTOTEC INC ROYAL FAMILY MOTORS INC ROYAL OAK FORD SALES, INC. RP AUTOMOTIVE LLC RPM AUTO SALES RPM AUTOS RPT SALES & LEASING LLC RT 177 AUTO SALES INC RUSSELL AUTO SALES S ANDREWS AUTO SALES INC S S AUTO INC SABISTON MCCABE AUTO SOLUTIONS SALTON MOTOR CARS INC SAM GALLOWAY FORD INC. SANDERSON AUTO SALES INC SANDY’S AUTO SALES LLC SANSING CHEVROLET, INC SATURN OF SARASOTA, INC. SAULS MOTOR COMPANY, INC. SAVANNAH AUTO SAVANNAH AUTOMOTIVE GROUP SAVANNAH SPORTS AND IMPORTS SAVANNAH TOYOTA & SCION SCOTT CLARK HONDA SEELYE WRIGHT KIA OF HOLLAND SELECT AUTO SALES SELECT MOTORS OF TAMPA INC. SERRA AUTOMAX - DEACTIVATED SERRA NISSAN VOLKSWAGON SERRA VISSER NISSAN INC SEVERITY MOTORSPORTS INC SHAD MITSUBISHI SHARP CARS OF INDY SHAVER MOTORS OF ALLEN CO INC SHAWNEE MOTORS GROUP SHEEHAN PONTIAC SHEEHY FORD INC SHEEHY GLEN BURNIE INC. SHELBYVILLE CHRYSLER PRODUCTS SHERDAN ENTERPRISES LLC SHERWOOD AUTO & CAMPER SALES

DEALER NAME

DEALER NAME

SHERWOOD OF SALISBURY INC SHOOK AUTO INC SHORELINE AUTO CENTER INC SHOW ME AUTO MALL INC SHOWCASE AUTOS, INC SHUTT ENTERPRISES INC SIGN & DRIVE AUTO SALES LLC SIGN & DRIVE MOTORS LLC SIGNATURE MOTORS USA LLC SIMMONS NISSAN SIMON SAYS ETC CORP SIMS BUICK GMC NISSAN SIMS BUICK PONTIAC, LLC SINA AUTO SALES, INC. SINCLAIR DAVE LINCOLN MERCURY SIX AUTO SALES SKY AUTOMOTIVE GROUP CORP SMH AUTO SMITH MOTORS LLC SOUTH 71 AUTO SALES SOUTH BEACH MOTOR CARS SOUTH CHARLOTTE PREOWNED AUTO SOUTH COUNTY AUTO PLAZA SOUTH DADE TOYOTA SOUTH MIAMI FIAT SOUTH MOTORS HONDA SOUTHEAST JEEP EAGLE SOUTHERN AUTOMOTIVE ENTERPRISE SOUTHERN CARS SOUTHERN CHEVROLET SOUTHERN DODGE CHRY JP RAM @ N SOUTHERN MOTOR COMPANY SOUTHERN STAR AUTOMOTIVE SOUTHERN TRUST AUTO GROUP SOUTHERN TRUST AUTO SALES SOUTHFIELD JEEP-EAGLE, INC. SOUTHGATE FORD SOUTHPORT MOTORS SOUTHTOWN MOTORS SPACE & ROCKET AUTO SALES SPIRIT CHEVROLET-BUICK INC. SPIRIT FORD INC SPITZER DODGE SPITZER KIA

SPITZER MOTOR CITY SPORT MAZDA SPORTS AND IMPORTS, INC. SPORTS CENTER IMPORTS INC SRQ AUTO LLC ST LOUIS CARS & CREDIT INC STANFIELD AUTO SALES STAN’S CAR SALES STAR MOTORS STARGATE AUTO SALES LLC STARK AUTO GROUP STATE AUT GROUP LLC STATELINE CHRYSLER DODGE JEEP STEELY LEASE SALES STEPHEN A FINN AUTO BROKER STERLING AUTO SALES STEVE RAYMAN CHEVROLET, LLC STEWART AUTO GROUP OF STEWART MOTORS STINGRAY CHEVROLET BARTOW LLC STL AUTO BROKERS STOKES AUTOMOTIVE INC STOKES BROWN TOYOTA SCION STOKES HONDA CARS OF BEAUFORT STOKES KIA STONE MOUNTAIN NISSAN STUCKEY’S CHEVROLET BUICK SUBARU CONCORD SUBARU OF DAYTON SUBARU OF KENNESAW LLC SUBARU OF MCDONOUGH, LLC SUBARU OF WICHITA LLC SUBURBAN AUTO SALES SUBURBAN CHRYSLER JEEP DODGE SUFFIELD MOTORS SUMMIT AUTOPLEX LLC SUMMIT PLACE KIA SUMMIT PLACE KIA MT. CLEMENS SUMMIT PRE-OWNED OF RALEIGH SUN HONDA SUN TOYOTA SUNCOAST KIA SUNNY FLORIDA MOTORS, INC. SUNRAY AUTO SALES INC

DEALER NAME

DEALER NAME

SUNRISE CHEVROLET SUNSET CHEVROLET INC. SUNSET MOTORS SUNSHINE AUTO BROKERS INC SUNTRUP NISSAN VOLKSWAGEN SUPER AUTO SALES SUPER AUTOS MIAMI SUPER DEAL AUTO SALES LLC SUPERIOR ACURA SUPERIOR CHEVROLET SUPERIOR KIA SUPERIOR MOTORS NORTH SUPERIOR PONTIAC BUICK GMC,INC SUPREME CARRIAGE LLC SUPREME MOTORS OF NASHVILLE SUSAN SCHEIN CHRYSLER PLYMOUTH SUTHERLAND CHEVROLET INC SUZUKI OF NASHVILLE TAMERON AUTOMOTIVE GROUP TAMIAMI FORD, INC. TAMPA HONDA TAMPABAYAUTOS.NET TARGET AUTOMOTIVE TAYLOR AUTO SALES INC. TAYLOR MORGAN INC TAYLOR’S AUTO SALES TEAM AUTO INC TEAM AUTOMOTIVE TEAM NISSAN OF MARIETTA TED CIANOS USED CAR CENTER TELLIS FOREIGN AUTO REPAIR INC TENNESSEE AUTO SALES TENNESSEE AUTOPLEX, LLC TENNYSON CHEVROLET, INC. TERRE HAUTE AUTO AND EQUIPMENT TERRY CULLEN CHEVROLET TERRY LABONTE CHEVROLET TERRY LEE HONDA THE 3445 CAR STORE, INC. THE AUTO BROKER THE AUTO GROUP LLC THE AUTO LIVERY THE AUTO PARK INC THE AUTO SOURCE, INC

THE AUTO STORE THE AUTO STORE THE AUTO STORE THE AUTOBLOCK THE CAR CABANA OF THE CAR CENTER THE CAR COMPANY THE CAR COMPANY SUZUKI THE CAR CONNECTION, INC. THE CAR EXCHANGE THE CAR GUYS AUTO SALES THE CAR SHOPPE LLC THE CAR STORE THE CAR STORE THE CORNER AUTO SALES THE LUXURY AUTOHAUS INC. THE MINIVAN STORE THE MOTOR GROUP LLC THE REPO STORE THE TRUCK FARM OF EASLEY THOMAS & SON INC. THOMAS AUTO MART, INC. THOMASVILLE TOYOTA THORNTON CHEVROLET, INC THORNTON ROAD HYUNDAI THORNTON ROAD KIA THOROUGHBRED FORD INC THRIFTY OF GRAND RAPIDS TIFFIN FORD LINCOLN MERCURY TILLMAN AUTO LLC TIM SHORT CHEVY BUICK GMC OF TINCHER AUTO GROUP TKP AUTO SALES INC TNT AUTO SALES INC TOLEDO METRO AUTO SALES TOM GILL CHEVROLET TOM HOLZER FORD TOM STENHOUWER AUTO SALES INC TOM TEPE AUTOCENTER INC TOM WOOD TOYOTA, INC. TOMLINSON MOTOR COMPANY OF TONY ON WHEELS INC TONY’S AUTO SALES OF TOP CHOICE AUTO

DEALER NAME DEALER NAME

TOP GUN AUTO SALES LLC TOWN & COUNTRY AUTO SALES, LLC TOWN & COUNTRY FORD, INC. TOWN & COUNTRY FORD, INC. TOWNE EAST AUTO TOYOTA OF CINCINNATI TOYOTA OF ELIZABETH CITY TOYOTA OF GASTONIA TOYOTA OF HOLLYWOOD TOYOTA OF LOUISVILLE, INC. TOYOTA OF MCDONOUGH TOYOTA OF MUNCIE TOYOTA ON NICHOLASVILLE TOYOTA WEST/SCION WEST TRI CITY AUTO SALES TRIAD AUTOPLEX TRI-CITY AUTO MART TRI-COUNTY CHRYSLER PRODUCTS TROPICAL AUTO OUTLET TROPICAL AUTO SALES TRUST MOTORS LLC TRYON AUTO MALL TWIN CITY CARS INC U.S. AUTO GROUP, INC. U-DRIVE U-DRIVE AUTO LLC ULTIMATE AUTO DEALS INC ULTIMATE IMAGE AUTO, INC UNITED AUTO SALES UNITED LUXURY MOTORS LLC UNITED SALES AND LEASING, INC UNITED VEHICLE SALES UNIVERSAL AUTO PLAZA UNIVERSAL AUTO PLAZA LLC UNIVERSITY HYUNDAI OF DECATUR UNIVERSITY KIA UNIVERSITY MOTORS UNIVERSITY NISSAN UNLIMITED AUTOMOTIVE UNLIMITED MOTORS UNLIMITED MOTORS UPPER MARLBORO FORD LLC US 1 CHRYSLER DODGE JEEP USA AUTO & LENDING INC USA MOTORCARS USED AUTO IMPORTS OF FLORIDA USED CAR FACTORY INC USED CAR SUPERMARKET V & S AUTO SALES LLC V & V AUTO CENTER INC VA CARS INC VADEN NISSAN, INC. VAN PAEMEL SALES VANN YORK PONTIAC BUICK GMC VANN YORK PONTIAC, INC. VANN YORK TOYOTA, INC VANTAGE MOTORS LLC VARSITY LINCOLN MERCURY VEHICLES 4 SALES, INC. VELOCITY MOTORS INC VERACITY MOTOR COMPANY LLC VESTAVIA HILLS AUTOMOTIVE VICTORIA MOTORS, LLC VICTORY AUTO EXPRESS INC VICTORY AUTO INC VICTORY CHEVROLET BUICK VICTORY CHEVROLET LLC VICTORY HONDA OF MONROE VICTORY LAP MOTORS VILLAGE AUTOMOTIVE VIN DEVERS, INC VINCE WHIBBS PONTIAC-GMC VININGS ENTERPRISES INC VIP AUTO ENTERPRISES INC VIP AUTO GROUP, INC. VIRGINA MOTOR CO. VOGUE MOTOR CO INC VOLUSIA AUTO SALES VOLVO OF FT. MYERS VULCAN MOTORS LLC WABASH AUTO CARE INC WADE FORD INC WAGNER SUBARU WALDEN AUTOMOTIVE ENTERPRISES WALT SWEENEY FORD, INC WALT’S LIVE OAK FORD WANTED WHEELS INC WASHINGTON BLVD MOTORS

DEALER NAME DEALER NAME

WAYNESVILLE AUTO MART WEB AUTO BROKERS WEBBER AUTOMOTIVE LLC WEINE AUTO SALES EAST WEINLE AUTO SALES WEST COUNTY NISSAN LLC WEST END AUTO SALES & SERVICE WEST KENDALL TOYOTA WEST SIDE TOYOTA WESTSIDE MOTOR CO WHEELS & DEALS AUTO SALES WHEELS & DEALS AUTO SALES OF WHEELS AUTO SALES WHEELS MOTOR SALES WHITEWATER MOTOR COMPANY INC WHOLESALE, INC WILDCAT AUTO SALES WILDWOOD MOTORS WILLETT HONDA SOUTH WINDSOR AUTO SALES WINTER PARK AUTO EXCHANGE INC WMD MOTORS INC WONDERGEM, INC WOODBRIDGE MOTORS, INC. WOODY ANDERSON FORD WOODY SANDER FORD, INC. WORLD AUTO, INC. WORLD CAR CENTER & FINANCING WORLEY AUTO SALES WOW CAR COMPANY WRIGHT’S AUTO SALES WWW.GETAUCTIONCARS.COM WYRICK AUTO SALES XCITING AUTO SALES LLC XL1 MOTORSPORTS, INC XTREME MOTORS INC YARK AUTOMOTIVE GROUP, INC YERTON LEASING & AUTO SALES YES AUTO SALES INC YES AUTOMOTIVE LLC YES GUARANTEED AUTO FINANCING YESHUA AUTO SALES LLC YOUR DEAL AUTOMOTIVE ZAPPIA MOTORS ZEIGLER CHRYSLER DODGE JEEP ZENA HOLDINGS LLC ZOMBIE JOHNS KILLER DEALS LLC

EX-31.1

Exhibit 31.1

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

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

I, Ralph T. Finkenbrink, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 11, 2014	/s/ Ralph T. Finkenbrink
	Ralph T. Finkenbrink
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

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

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

I, Katie L. MacGillivary certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 11, 2014	/s/ Katie L. MacGillivary
	Katie L. MacGillivary
	Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. § 1350

Solely for the purpose of complying with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned President and Chief Executive Officer of Nicholas Financial, Inc. (the “Company”), hereby certify that the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2014 (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

President and Chief Executive Officer

Dated: August 11, 2014

EX-32.2

Exhibit 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. § 1350

Solely for the purpose of complying with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned Senior Vice President and Chief Financial Officer of Nicholas Financial, Inc. (the “Company”), hereby certify that the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2014 (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/ Katie L. MacGillivary

Katie L. MacGillivary

Vice President and Chief Financial Officer

Dated: August 11, 2014

XML

Fair Value Disclosures - Summary of financial instruments not measured at fair value (Details 1) (USD $)	Jun. 30, 2014	Mar. 31, 2014
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Finance receivables
Line of credit
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Finance receivables
Line of credit	131,400,000	127,900,000
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Finance receivables	278,173,000	269,344,000
Line of credit
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Finance receivables	278,173,000	269,344,000
Line of credit	$ 131,400,000	$ 127,900,000

XML

Interest Rate Swap Agreements - Summary of activity in notional amounts of interest rate swap agreements (Details) (Interest Rate Swap, USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jul. 30, 2012	Jun. 04, 2012
Interest Rate Swap
Derivatives Fair Value [Roll Forward]
Notional amounts at April 1	$ 50,000,000	$ 50,000,000	$ 25,000,000	$ 25,000,000
New contracts
Matured contracts
Notional amounts at June 30	$ 50,000,000	$ 50,000,000	$ 25,000,000	$ 25,000,000

XML

Finance Receivables - Summary of reconciliation of changes in allowance for credit losses on contracts (Details 1) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Current period provision	$ 4,231,815	$ 2,641,791
Finance receivables | Contracts
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of period	12,889,082	16,090,652
Current period provision	4,073,398	2,494,430
Losses absorbed	(4,849,623)	(4,648,976)
Recoveries	821,048	875,067
Balance at end of period	$ 12,933,905	$ 14,811,173

XML

Contingencies (Detail Textuals) (Arrangement agreement)	3 Months Ended
	Jun. 30, 2014 Lawsuit
Arrangement agreement
Loss Contingencies [Line Items]
Number of filed lawsuits	7

XML

Income Taxes (Detail Textuals) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 1,822,037	$ 3,564,980
Income tax rate	27.07%	38.48%

XML

Finance Receivables

3 Months Ended

Jun. 30, 2014

Receivables [Abstract]

Finance Receivables

4. Finance Receivables

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

	June 30,			March 31,
	2014			2014
Finance receivables, gross contract	$	440,506,362		$	424,344,193
Unearned interest		(130,935,575	)		(124,306,969	)
Finance receivables, net of unearned interest		309,570,787			300,037,224
Unearned dealer discounts		(17,756,663	)		(17,214,269	)
Finance receivables, net of unearned interest and unearned dealer discounts		291,814,124			282,822,955
Allowance for credit losses		(13,640,865	)		(13,479,360	)
Finance receivables, net	$	278,173,259		$	269,343,595

The terms of the Contracts range from 12 to 72 months and the Direct Loans range from 6 to 48 months. The Contracts and Direct Loans bear a weighted average effective interest rate of 23.03% and 26.37% as of June 30, 2014, respectively and 23.08% and 26.32% as of March 31, 2014, respectively.

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

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

	Three months ended June 30,
	2014			2013
Balance at beginning of period	$	12,889,082		$	16,090,652
Current period provision		4,073,398			2,494,430
Losses absorbed		(4,849,623	)		(4,648,976	)
Recoveries		821,048			875,067
Balance at end of period	$	12,933,905		$	14,811,173

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

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

	Three months ended June 30,
	2014			2013
Balance at beginning of period	$	590,278		$	467,917
Current period provision		158,418			147,361
Losses absorbed		(54,101	)		(27,586	)
Recoveries		12,365			4,189
Balance at end of period	$	706,960		$	591,881

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

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

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

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

	June 30, 2014				June 30, 2013
	Contracts		Direct Loans		Contracts		Direct Loans
Performing accounts	$	420,006,795	$	11,118,330	$	396,448,006	$	9,613,865
Non-performing accounts		5,889,676		57,331		4,470,426		41,083
Total	$	425,896,471	$	11,175,661	$	391,977,580	$	9,654,948
Chapter 13 bankrupt accounts		3,406,706		27,458		1,802,820		11,922
Finance receivables, gross contract	$	429,303,240	$	11,203,119	$	393,780,400	$	9,666,870

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

Contracts	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
June 30, 2014	$	425,896,471	$	16,433,351		$	4,346,201		$	1,543,475		$	22,323,027
				3.86	%		1.02	%		0.36	%		5.24	%
June 30, 2013	$	391,977,580	$	12,506,882		$	3,138,575		$	1,331,851		$	16,977,308
				3.19	%		0.80	%		0.34	%		4.33	%

Direct Loans	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
June 30, 2014	$	11,175,661	$	183,159		$	41,491		$	15,840		$	240,490
				1.64	%		0.37	%		0.14	%		2.15	%
June 30, 2013	$	9,654,948	$	79,552		$	27,046		$	14,037		$	120,635
				0.82	%		0.28	%		0.15	%		1.25	%

XML

Finance Receivables (Detail Textuals) (USD $)					3 Months Ended				3 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2014 Finance receivables Contracts	Mar. 31, 2014 Finance receivables Contracts	Jun. 30, 2014 Finance receivables Contracts Minimum	Jun. 30, 2014 Finance receivables Contracts Maximum	Jun. 30, 2014 Finance receivables Direct Loans	Mar. 31, 2014 Finance receivables Direct Loans	Jun. 30, 2014 Finance receivables Direct Loans Minimum	Jun. 30, 2014 Finance receivables Direct Loans Maximum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Initial term of finance receivables					12 months	72 months			6 months	48 months
Weighted average effective interest rate			23.03%	23.08%			26.37%	26.32%
Finance receivables, net	$ 278,173,259	$ 269,343,595							$ 1,000	$ 8,000
Percentage of direct loan to aggregate principal amount of loan portfolio							3.00%

XML

Finance Receivables - Information regarding delinquency rates with respect to contracts and direct loans (Details 4) (Finance receivables, USD $)	Jun. 30, 2014	Jun. 30, 2013
Contracts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross Balance Outstanding	$ 425,896,471	$ 391,977,580
31 - 60 days	16,433,351	12,506,882
31 - 60 days (in percentage)	3.86%	3.19%
61 - 90 days	4,346,201	3,138,575
61 - 90 days (in percentage)	1.02%	0.80%
Over 90 days	1,543,475	1,331,851
Over 90 days (in percentage)	0.36%	0.34%
Total	22,323,027	16,977,308
Total (in percentage)	5.24%	4.33%
Direct Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross Balance Outstanding	11,175,661	9,654,948
31 - 60 days	183,159	79,552
31 - 60 days (in percentage)	1.64%	0.82%
61 - 90 days	41,491	27,046
61 - 90 days (in percentage)	0.37%	0.28%
Over 90 days	15,840	14,037
Over 90 days (in percentage)	0.14%	0.15%
Total	$ 240,490	$ 120,635
Total (in percentage)	2.15%	1.25%

XML

Finance Receivables (Detail Textuals 1) (Finance receivables, Contracts)	3 Months Ended
	Jun. 30, 2014
Finance receivables | Contracts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage of average wholesale value of automobile	95.00%

XML

Finance Receivables (Detail Textuals 2)	3 Months Ended
	Jun. 30, 2014
Receivables [Abstract]
Maximum criteria for receivable to be a performing account	61 days
Minimum criteria for receivable to be a non-performing account	61 days
Criteria for receivable to be delinquent account	120 days

XML

Earnings Per Share

3 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Earnings Per Share

3. Earnings Per Share

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

	Three months ended June 30,
	2014		2013
Numerator for earnings per share – net income	$	4,909,188	$	5,700,493
Denominator:
Denominator for basic earnings per share – weighted average shares		12,178,293		12,065,012
Effect of dilutive securities:
Stock options and other share awards		184,909		222,480
Denominator for diluted earnings per share		12,363,202		12,287,492
Earnings per share:
Basic	$	0.40	$	0.47
Diluted	$	0.40	$	0.46

For the three months ended June 30, 2014 and 2013, potential common stock from stock options totaling 90,000 and 10,000, respectively, were not included in the diluted earnings per share calculation because their effect is anti-dilutive.

XML

Line of Credit (Detail Textuals) (USD $)	3 Months Ended
	Jun. 30, 2014	Mar. 31, 2014
Line of Credit Facility [Line Items]
Outstanding amount of line of credit facility	$ 131,400,000	$ 127,900,000
Line of credit facility
Line of Credit Facility [Line Items]
Maximum amount of line of credit facility	150,000,000
Debt instrument basis spread on variable rate	3.00%
Debt instrument description of variable rate basis	30-day LIBOR
Floor on LIBOR rate	1.00%
Interest rate	4.00%	4.00%
Outstanding amount of line of credit facility	131,400,000	127,900,000
Amount available under the line of credit	$ 18,600,000	$ 22,100,000

XML

Fair Value Disclosures (Detail Textuals) (Finance receivables)	3 Months Ended
	Jun. 30, 2014
Contracts | Minimum
Financial Instruments Not Measured At Fair Value [Line Items]
Initial term of finance receivables	12 months
Contracts | Maximum
Financial Instruments Not Measured At Fair Value [Line Items]
Initial term of finance receivables	72 months
Direct Loans | Minimum
Financial Instruments Not Measured At Fair Value [Line Items]
Initial term of finance receivables	6 months
Direct Loans | Maximum
Financial Instruments Not Measured At Fair Value [Line Items]
Initial term of finance receivables	48 months

XML

Consolidated Balance Sheets (USD $)	Jun. 30, 2014	Mar. 31, 2014
Assets
Cash	$ 2,290,969	$ 2,635,036
Finance receivables, net	278,173,259	269,343,595
Assets held for resale	2,040,030	1,696,330
Income taxes receivable		1,093,682
Prepaid expenses and other assets	814,146	891,044
Property and equipment, net	897,111	869,693
Interest rate swap agreements	59,998	183,603
Deferred income taxes	7,009,056	6,716,596
Total assets	291,284,569	283,429,579
Liabilities and shareholders' equity
Line of credit	131,400,000	127,900,000
Drafts payable	1,623,610	2,338,561
Accounts payable and accrued expenses	7,581,169	8,924,919
Interest rate swap agreements	88,682
Income taxes payable	936,646
Deferred revenues	2,583,798	2,328,544
Total liabilities	144,213,905	141,492,024
Shareholders' equity
Preferred stock, no par: 5,000,000 shares authorized; none issued
Common stock, no par: 50,000,000 shares authorized; 12,273,734 and 12,220,874 shares issued and outstanding, respectively	31,375,702	31,151,781
Retained earnings	115,694,962	110,785,774
Total shareholders' equity	147,070,664	141,937,555
Total liabilities and shareholders' equity	$ 291,284,569	$ 283,429,579

XML

Basis of Presentation

3 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Basis of Presentation

1. Basis of Presentation

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

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

XML

Interest Rate Swap Agreements - Summary of variable rates received and fixed rates paid under swap (Details 2) (Interest Rate Swap)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Interest Rate Swap
Derivative [Line Items]
Variable rate received	0.15%	0.20%
Fixed rate paid	0.94%	0.94%

XML

Earnings Per Share - Basic and diluted earnings per share (Details) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Earnings Per Share [Abstract]
Numerator for earnings per share - net income	$ 4,909,188	$ 5,700,493
Denominator:
Denominator for basic earnings per share - weighted average shares	12,178,293	12,065,012
Effect of dilutive securities:
Stock options and other share awards	184,909	222,480
Denominator for diluted earnings per share	12,363,202	12,287,492
Earnings per share:
Basic (in dollars per share)	$ 0.40	$ 0.47
Diluted (in dollars per share)	$ 0.40	$ 0.46

XML

Interest Rate Swap Agreements (Detail Textuals) (Interest Rate Swap, USD $)	0 Months Ended	1 Months Ended
	Jun. 04, 2012	Jul. 30, 2012	Jun. 30, 2014 Swap	Mar. 31, 2014	Jun. 30, 2013	Mar. 31, 2013
Interest Rate Swap
Derivatives, Fair Value [Line Items]
Number of interest rate swap agreements			2
Interest rate swap period	5 years	5 years
Fixed rate paid	1.00%	0.87%
Description of rate for the variable rate of the interest rate	1-month LIBOR rate	1-month LIBOR rate
Derivative notional amount	$ 25,000,000	$ 25,000,000	$ 50,000,000	$ 50,000,000	$ 50,000,000	$ 50,000,000

XML

Finance Receivables - Finance receivables consist of automobile finance installment Contracts and Direct Loans (Details) (USD $)	Jun. 30, 2014	Mar. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Finance receivables, net	$ 278,173,259	$ 269,343,595
Finance receivables | Contracts And Direct Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Finance receivables, gross contract	440,506,362	424,344,193
Unearned interest	(130,935,575)	(124,306,969)
Finance receivables, net of unearned interest	309,570,787	300,037,224
Unearned dealer discounts	(17,756,663)	(17,214,269)
Finance receivables, net of unearned interest and unearned dealer discounts	291,814,124	282,822,955
Allowance for credit losses	(13,640,865)	(13,479,360)
Finance receivables, net	$ 278,173,259	$ 269,343,595

XML

Revenue Recognition

3 Months Ended

Jun. 30, 2014

Deferred Revenue Disclosure [Abstract]

Revenue Recognition

2. Revenue Recognition

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

A dealer discount represents the difference between the finance receivable, net of unearned interest, of a Contract, and the amount of money the Company actually pays for the Contract. The discount negotiated by the Company is a function of the lender, the wholesale value of the vehicle and competition in any given market. In making decisions regarding the purchase of a particular Contract the Company considers the following factors related to the borrower: place and length of residence; current and prior job status; history in making installment payments for automobiles; current income; and credit history. In addition, the Company examines its prior experience with Contracts purchased from the dealer from which the Company is purchasing the Contract, and the value of the automobile in relation to the purchase price and the term of the Contract. The entire amount of discount is amortized as an adjustment to yield using the interest method over the life of the loan. The average dealer discount associated with new volume for the three months ended June 30, 2014 and 2013 was 8.19% and 8.35%, respectively in relation to the total amount financed. The decrease in the average dealer discount is due to an increase in competition.

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

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

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

XML

Consolidated Balance Sheets (Parentheticals) (USD $)	Jun. 30, 2014	Mar. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, no par value (in dollars per share)
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Common stock, no par value (in dollars per share)
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	12,273,734	12,220,874
Common stock, shares, outstanding	12,273,734	12,220,874

XML

Earnings Per Share (Tables)

3 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted earnings per share

	Three months ended June 30,
	2014		2013
Numerator for earnings per share – net income	$	4,909,188	$	5,700,493
Denominator:
Denominator for basic earnings per share – weighted average shares		12,178,293		12,065,012
Effect of dilutive securities:
Stock options and other share awards		184,909		222,480
Denominator for diluted earnings per share		12,363,202		12,287,492
Earnings per share:
Basic	$	0.40	$	0.47
Diluted	$	0.40	$	0.46

XML

Document and Entity Information	3 Months Ended
	Jun. 30, 2014	Jul. 30, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	NICHOLAS FINANCIAL INC
Entity Central Index Key	0001000045
Trading Symbol	nick
Current Fiscal Year End Date	--03-31
Entity Filer Category	Accelerated Filer
Entity Common Stock Shares Outstanding		12,273,734
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1

XML

Finance Receivables (Tables)

3 Months Ended

Jun. 30, 2014

Accounts, Notes, Loans and Financing Receivable [Line Items]

Schedule of finance receivables consisting of automobile finance installment Contracts and Direct Loans

	June 30, 2014			March 31, 2014
Finance receivables, gross contract	$	440,506,362		$	424,344,193
Unearned interest		(130,935,575	)		(124,306,969	)
Finance receivables, net of unearned interest		309,570,787			300,037,224
Unearned dealer discounts		(17,756,663	)		(17,214,269	)
Finance receivables, net of unearned interest and unearned dealer discounts		291,814,124			282,822,955
Allowance for credit losses		(13,640,865	)		(13,479,360	)
Finance receivables, net	$	278,173,259		$	269,343,595

Schedule of an assessment of the credit quality by creditworthiness

	June 30, 2014				June 30, 2013
	Contracts		Direct Loans		Contracts		Direct Loans
Performing accounts	$	420,006,795	$	11,118,330	$	396,448,006	$	9,613,865
Non-performing accounts		5,889,676		57,331		4,470,426		41,083
Total	$	425,896,471	$	11,175,661	$	391,977,580	$	9,654,948
Chapter 13 bankrupt accounts		3,406,706		27,458		1,802,820		11,922
Finance receivables, gross contract	$	429,303,240	$	11,203,119	$	393,780,400	$	9,666,870

Schedule of information regarding delinquency rates

Contracts	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
June 30, 2014	$	425,896,471	$	16,433,351		$	4,346,201		$	1,543,475		$	22,323,027
				3.86	%		1.02	%		0.36	%		5.24	%
June 30, 2013	$	391,977,580	$	12,506,882		$	3,138,575		$	1,331,851		$	16,977,308
				3.19	%		0.80	%		0.34	%		4.33	%
Direct Loans	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
June 30, 2014	$	11,175,661	$	183,159		$	41,491		$	15,840		$	240,490
				1.64	%		0.37	%		0.14	%		2.15	%
June 30, 2013	$	9,654,948	$	79,552		$	27,046		$	14,037		$	120,635
				0.82	%		0.28	%		0.15	%		1.25	%

Contracts

Accounts, Notes, Loans and Financing Receivable [Line Items]

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

	Three months ended June 30,
	2014			2013
Balance at beginning of period	$	12,889,082		$	16,090,652
Current period provision		4,073,398			2,494,430
Losses absorbed		(4,849,623	)		(4,648,976	)
Recoveries		821,048			875,067
Balance at end of period	$	12,933,905		$	14,811,173

Direct Loans

Accounts, Notes, Loans and Financing Receivable [Line Items]

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

	Three months ended June 30,
	2014			2013
Balance at beginning of period	$	590,278		$	467,917
Current period provision		158,418			147,361
Losses absorbed		(54,101	)		(27,586	)
Recoveries		12,365			4,189
Balance at end of period	$	706,960		$	591,881

XML

Consolidated Statements of Income (Unaudited) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Income Statement [Abstract]
Interest and fee income on finance receivables	$ 21,332,514	$ 20,475,735
Expenses:
Marketing	402,867	396,074
Salaries and employee benefits	5,221,180	4,851,450
Professional fees	617,848	468,403
Administrative	2,376,124	2,132,543
Provision for credit losses	4,231,815	2,641,791
Dividend taxes		73,019
Depreciation	90,583	75,335
Interest expense	1,448,585	1,404,906
Change in fair value of interest rate swap agreements	212,287	(833,259)
Total operating expenses	14,601,289	11,210,262
Operating income before income taxes	6,731,225	9,265,473
Income tax expense	1,822,037	3,564,980
Net income	$ 4,909,188	$ 5,700,493
Earnings per share:
Basic (in dollars per share)	$ 0.40	$ 0.47
Diluted (in dollars per share)	$ 0.40	$ 0.46
Dividends declared per share (in dollars per share)		$ 0.12

XML

Income Taxes

3 Months Ended

Jun. 30, 2014

Income Tax Disclosure [Abstract]

Income Taxes

7. Income Taxes

The provision for income taxes decreased to approximately $1.8 million for the three months ended June 30, 2014 from approximately $3.6 million for the three months ended June 30, 2013. The Company’s effective tax rate decreased to 27.07% for the three months ended June 30, 2014 from 38.48% for the three months ended June 30, 2013. The decrease in the effective tax rate is related to certain professional fees associated with the potential sale of the Company becoming deductible during the three months ended June 30, 2014 when the Arrangement Agreement was terminated.

XML

Interest Rate Swap Agreements

3 Months Ended

Jun. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Interest Rate Swap Agreements

6. Interest Rate Swap Agreements

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

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

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

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

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

	Three months ended June 30,
	2014		2013
Periodic change in fair value of interest rate swap agreements	$	212,287	$	(833,259	)
Periodic settlement differentials included in interest expense		98,992		93,314
Total	$	311,279	$	(739,945	)

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

	Three months ended June 30,
	2014			2013
Variable rate received		0.15	%		0.20	%
Fixed rate paid		0.94	%		0.94	%

XML

Earnings Per Share (Detail Textuals) (Stock options)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock from stock options not included in the diluted earnings per share calculation	90,000	10,000

XML

Interest Rate Swap Agreements (Tables)

3 Months Ended

Jun. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of notional amounts of interest rate swaps

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

Schedule of locations and amounts of (gains) losses recognized in income

	Three months ended June 30,
	2014		2013
Periodic change in fair value of interest rate swap agreements	$	212,287	$	(833,259	)
Periodic settlement differentials included in interest expense		98,992		93,314
Total	$	311,279	$	(739,945	)

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

	Three months ended June 30,
	2014			2013
Variable rate received		0.15	%		0.20	%
Fixed rate paid		0.94	%		0.94	%

XML

Contingencies

3 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Contingencies

10. Contingencies

The following is a brief summary of litigation filed against the Company and its directors related to the Arrangement contemplated in the recently terminated Arrangement Agreement between the Company, on the one hand, and Prospect Capital Corporation (“Prospect”) and three of its subsidiaries, on the other hand:

Jason Simpson v. Nicholas Financial, Inc., et al., Case No. 13-011726-CI (Circuit Court, Pinellas County, Florida), filed December 24, 2013; Gabriella Rago v. Nicholas Financial, Inc., et al., Case No. 8:13-cv-03261-VMC-TGW (U.S. District Court, Tampa, Florida), filed December 30, 2013; Matthew John Leonard v. Nicholas Financial, Inc., et al., Case No. 13-011811-CI (Circuit Court, Pinellas County, Florida), filed December 31, 2013; Michelangelo Lombardo v. Nicholas Financial, Inc., et al., Case No. 14-000095-CI (Circuit Court, Pinellas County, Florida), filed January 3, 2014; Edward Opton v. Stephen Bragin, et al., Case No. 14-000139-CI (Circuit Court, Pinellas County, Florida), filed January 6, 2014; Marvin Biver v. Nicholas Financial, Inc., et al., Case No. 8:14-cv-00250-VMC-TGW (U.S. District Court, Tampa, Florida), filed February 3, 2014; and Richard Abrons v. Nicholas Financial, Inc., et al., Case No. 8:14-cv-00583-VMC-TGW (U.S. District Court, Tampa, Florida), filed March 10, 2014. These seven substantially similar lawsuits were filed in connection with the Arrangement contemplated in the Arrangement Agreement between the Company, on the one hand, and Prospect and three Prospect subsidiaries, on the other hand. On April 30, 2014, the Biver and the Abrons lawsuits were consolidated (hereafter, the “Biver lawsuit”). On May 8, 2014, the Rago lawsuit was voluntarily dismissed.

Each plaintiff to the lawsuits purported to represent a class of all of the Company’s shareholders other than the defendants and any person or entity related to or affiliated with any defendant. Each plaintiff alleged that the consideration to be paid for the Company’s Common Shares was inadequate and that certain terms of the Arrangement Agreement were contrary to the interests of the Company’s public shareholders. Each plaintiff sought declaratory relief, injunctive relief, other equitable relief and/or unspecified damages with respect to the proposed transaction. Each plaintiff, except for the plaintiffs in the Biver lawsuit, also sought an award of attorneys’ fees. From July 8, 2014 to July 15, 2014, following the Company’s June 12, 2014 announcement that the Company’s Board of Directors had determined to terminate the Arrangement Agreement, each pending lawsuit was voluntarily dismissed. No monies or other consideration were exchanged between the plaintiffs and defendants.

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

XML

Fair Value Disclosures

3 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures

8. Fair Value Disclosures

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

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

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

	Fair Value Measurement Using
Description	Level 1		Level 2			Level 3		Fair Value
Interest rate swap agreements:
June 30, 2014:
Effective June 13, 2012 - liability	$	—	$	(88,682	)	$	—	$	(88,682	)
Effective August 13, 2012 - asset		—	$	59,998			—	$	59,998
March 31, 2014 - asset	$	—	$	183,603		$	—	$	183,603

Financial Instruments Not Measured at Fair Value

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

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

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

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Finance receivables:
June 30, 2014	$	—	$	—	$	278,173,000	$	278,173,000
March 31, 2014	$	—	$	—	$	269,344,000	$	269,344,000
Line of credit:
June 30, 2014	$	—	$	131,400,000	$	—	$	131,400,000
March 31, 2014	$	—	$	127,900,000	$	—	$	127,900,000

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

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

XML

Cash Dividend

3 Months Ended

Jun. 30, 2014

Dividends [Abstract]

Cash Dividend

9. Cash Dividend

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

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.

XML

Recently Issued Accounting Standards

3 Months Ended

Jun. 30, 2014

Accounting Changes and Error Corrections [Abstract]

Recently Issued Accounting Standards

11. Recently Issued Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09, Summary and Amendments That Create Revenue from Contracts with Customers (Topic 660) and Other Assets and Deferred Costs-Contracts with Customer (Subtopic 340-40). ASU 2014-09 sets new guidance to clarify principles for recognizing revenue and develop a common revenue standard with the International Accounting Standards Board. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the effect of adopting ASU No. 2014-09 on its consolidated financial statements.

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

XML

Interest Rate Swap Agreements - Summary of locations and amounts of gains (losses) in income (Details 1) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Periodic change in fair value of interest rate swap agreements	$ 212,287	$ (833,259)
Periodic settlement differentials included in interest expense	98,992	93,314
Total	$ 311,279	$ (739,945)

XML

Revenue Recognition (Detail Textuals)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Deferred Revenue Disclosure [Abstract]
Average dealer discount associated with new volume	8.19%	8.35%

XML

Finance Receivables - Reconciliation of changes in allowance for credit losses on direct loans (Details 2) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Current period provision	$ 4,231,815	$ 2,641,791
Finance receivables | Direct Loans
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of period	590,278	467,917
Current period provision	158,418	147,361
Losses absorbed	(54,101)	(27,586)
Recoveries	12,365	4,189
Balance at end of period	$ 706,960	$ 591,881

XML

Cash Dividend (Detail Textuals) (USD $)	0 Months Ended	3 Months Ended
	May 07, 2013	Jun. 30, 2014
Dividends [Abstract]
Dividend paid in cash (in dollars per share)	$ 0.12
Dividends payable, date declared	May 07, 2013
Dividends payable, date to be paid	Jun. 28, 2013
Dividends payable, date of record	Jun. 21, 2013
Withholding tax payable percentage		5.00%

XML

Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities
Net income	$ 4,909,188	$ 5,700,493
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	90,583	75,335
Gain on sale of property and equipment		(2,013)
Provision for credit losses	4,231,815	2,641,791
Amortization of dealer discounts	(3,283,641)	(2,974,446)
Deferred income taxes	(292,460)	858,193
Share-based compensation	116,023	122,259
Change in fair value of interest rate swap agreements	212,287	(833,259)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	76,898	(2,958)
Accounts payable and accrued expenses	(1,343,750)	(740,518)
Income taxes receivable/payable	2,030,328	2,603,069
Deferred revenues	255,254	240,923
Net cash provided by operating activities	7,002,525	7,688,869
Cash flows from investing activities
Purchase and origination of finance receivables	(43,142,921)	(39,328,663)
Principal payments received	33,365,083	34,229,127
Increase in assets held for resale	(343,700)	(578,359)
Purchase of property and equipment	(118,001)	(101,122)
Proceeds from sale of property and equipment		12,800
Net cash used in investing activities	(10,239,539)	(5,766,217)
Cash flows from financing activities
Net draws on line of credit	3,500,000	521,510
Change in drafts payable	(714,951)	(272,791)
Payment of cash dividends		(1,460,372)
Proceeds from exercise of stock options	71,716	83,140
Excess tax benefits from share-based compensation	36,182	67,096
Net cash provided (used) by financing activities	2,892,947	(1,061,417)
Net (decrease) increase in cash	(344,067)	861,235
Cash, beginning of period	2,635,036	2,797,716
Cash, end of period	$ 2,290,969	$ 3,658,951

XML

Line of Credit

3 Months Ended

Jun. 30, 2014

Line Of Credit Facility [Abstract]

Line of Credit

5. Line of Credit

The Company has a line of credit facility (the “Line”) up to $150,000,000. The pricing of the Line, which expires on November 30, 2014, is 300 basis points above 30-day LIBOR with a 1% floor on LIBOR (4.00% at June 30, 2014 and March 31, 2014). Pledged as collateral for this Line are all of the assets of the Company. The outstanding amount of the Line was $131,400,000 and $127,900,000 as of June 30, 2014 and March 31, 2014, respectively. The amount available under the Line was approximately $18,600,000 and $22,100,000 as of June 30, 2014 and March 31, 2014, respectively.

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

XML

Finance Receivables - Assessment of credit quality by creditworthiness (Details 3) (Finance receivables, USD $)	Jun. 30, 2014	Jun. 30, 2013
Contracts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	$ 425,896,471	$ 391,977,580
Finance receivables, gross contract	429,303,240	393,780,400
Contracts | Performing accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	420,006,795	396,448,006
Contracts | Non-performing accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	5,889,676	4,470,426
Contracts | Chapter 13 bankrupt accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Finance receivables, gross contract	3,406,706	1,802,820
Direct Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	11,175,661	9,654,948
Finance receivables, gross contract	11,203,119	9,666,870
Direct Loans | Performing accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	11,118,330	9,613,865
Direct Loans | Non-performing accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total	57,331	41,083
Direct Loans | Chapter 13 bankrupt accounts
Accounts, Notes, Loans and Financing Receivable [Line Items]
Finance receivables, gross contract	$ 27,458	$ 11,922

XML

Fair Value Disclosures - Assets and liabilities recorded at fair value on recurring basis (Details) (Recurring Basis, USD $)	Jun. 30, 2014	Mar. 31, 2014
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap agreements - liability
Interest rate swap agreements - asset
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap agreements - liability	(88,682)
Interest rate swap agreements - asset	59,998	183,603
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap agreements - liability
Interest rate swap agreements - asset
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap agreements - liability	(88,682)
Interest rate swap agreements - asset	$ 59,998	$ 183,603

XML

Fair Value Disclosures (Tables)

3 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities recorded at fair value on a recurring basis

	Fair Value Measurement Using
Description	Level 1		Level 2			Level 3		Fair Value
Interest rate swap agreements:
June 30, 2014:
Effective June 13, 2012 - liability	$	—	$	(88,682	)	$	—	$	(88,682	)
Effective August 13, 2012 - asset		—	$	59,998			—	$	59,998
March 31, 2014 - asset	$	—	$	183,603		$	—	$	183,603

Schedule of financial instruments not measured at fair value

	Fair Value Measurement Using
Description	Level 1		Level 2		Level 3		Fair Value
Finance receivables:
June 30, 2014	$	—	$	—	$	278,173,000	$	278,173,000
March 31, 2014	$	—	$	—	$	269,344,000	$	269,344,000
Line of credit:
June 30, 2014	$	—	$	131,400,000	$	—	$	131,400,000
March 31, 2014	$	—	$	127,900,000	$	—	$	127,900,000