XML 18 R7.htm IDEA: XBRL DOCUMENT v3.25.3
Note 1 - Organization
6 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Notes to the Condensed Consolidated Financial Statements

 

Note 1. Organization

 

Effective as of September 27, 2024, Old Market Capital Corporation, a Delaware corporation formerly known as Nicholas Financial, Inc. ("OMCC", and together, with its subsidiaries, the “Company”) amended its Certificate of Incorporation to change its name from Nicholas Financial, Inc. to Old Market Capital Corporation by filing a Certificate of Amendment to Certificate of Incorporation with the Delaware Secretary of State. OMCC is a holding company with one direct majority-owned subsidiary, Amplex Holdings, Inc., a Delaware corporation ("Amplex Holdings"), and one indirect majority-owned subsidiary, Amplex Electric, Inc., an Ohio corporation ("Amplex"), which is wholly owned by Amplex Holdings. On April 18, 2024, OMCC completed its continuation and domestication from British Columbia to the State of Delaware by filing its Certificate of Corporate Domestication and Certificate of Incorporation in the State of Delaware. As a result of the domestication, the Company's common stock par value increased from $0.00 to $0.01 on a one-for-one basis.

 

Historically, the Company, through its former wholly-owned subsidiary Nicholas Data Services, Inc., a Florida corporation ("NDS"), was engaged in supporting and updating industry specific computer application software for small businesses located primarily in the Southeastern United States. Also historically, the Company’s former wholly-owned subsidiary Nicholas Financial, Inc., a Florida corporation (“NFI”), was a specialized consumer finance company engaged primarily in acquiring and servicing automobile finance installment contracts for purchases of used and new automobiles and light trucks. NFI previously also offered direct consumer loans and sold consumer finance related products. NFI and NDS were based in the state of Florida but, effective as of June 27, 2025, each of NDS and NFI have been dissolved and no longer conduct any operations.

 

On November 13, 2023, the Company entered into a Master Asset Purchase Agreement (the "Purchase Agreement") with Westlake Services, LLC dba Westlake Financial, a California limited liability company ("Westlake Financial"), pursuant to which the Company agreed to sell substantially all of its finance receivables and repossessed assets. In connection with entering into the Purchase Agreement, the Company ceased new loan originations of contracts and direct loans by NFI. On April 26, 2024, the transactions contemplated by the Purchase Agreement closed. See Note 13 for additional information.

 

On June 15, 2024, OMCC closed upon the acquisition of 51% of the issued and outstanding common shares of Amplex (the “Amplex Acquisition”), all of which shares were placed in Amplex Holdings as a newly formed holding company and subsidiary of OMCC. Amplex is a provider of broadband internet, voice over internet protocol (VOIP), and video services within service areas located primarily in Northwest and North Central Ohio. As of September 30, 2025, Amplex had approximately 13,400 broadband customers (5,400 fiber subscribers) and over 15,000 fiber passings completed. Amplex's customer base includes residential and commercial customers. Amplex leases certain property (including an office building and warehouse).

 

In conjunction with the closing of the Amplex Acquisition, the Company converted the outstanding principal and accrued interest of approximately $0.8 million under certain term loan advances made by the Company to Amplex from February 2024 to June 2024 (the “Term Loan Advances”) into 421 shares of Amplex Holdings common stock at the share purchase price of $1,792.55 each. Subsequent to the closing of the Amplex Acquisition, the Company contributed an additional $3.0 million in June 2024 for 1,674 shares of Amplex Holdings common stock, at the purchase price of $1,792.55 per share, bringing the Company’s total indirect ownership to 56.5% of the issued and outstanding common shares of Amplex Holdings.  In December 2024, the Company invested an additional $4.5 million into Amplex Holdings for 2,583 shares, at the purchase price of $1,742.16 per share, increasing the Company's ownership percentage to 60.9% of the issued and outstanding common shares of Amplex Holdings. In July 2025, the Company invested an additional $4.5 million into Amplex Holdings for 4,120 shares, at $1,092.26 per share, increasing the Company's ownership percentage to 66.4% of the issued and outstanding common shares of Amplex Holdings.