NICHOLAS FINANCIAL INC (Form: 10-Q, Received: 02/09/2015 15:06:36)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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 December 31, 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.

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 February 2, 2015, the registrant had 12,310,735 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 December 31, 2014 and March 31, 2014	2

	Consolidated Statements of Income for the three and nine months ended December 31, 2014 and 2013	3

	Consolidated Statements of Cash Flows for the nine months ended December 31, 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	20

Item 4.	Controls and Procedures	20

Part II.	Other Information

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 6.	Exhibits	21

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Nicholas Financial, Inc. and Subsidiaries

Consolidated Balance Sheets


	December 31,		March 31,
	2014		2014
	(Unaudited)
Assets
Cash	$	2,635,791	$	2,635,036
Finance receivables, net		282,845,253		269,343,595
Assets held for resale		2,041,974		1,696,330
Income taxes receivable		646,342		1,093,682
Prepaid expenses and other assets		877,764		891,044
Property and equipment, net		906,348		869,693
Interest rate swap agreements		100,811		183,603
Deferred income taxes		6,445,921		6,716,596

Total assets	$	296,500,204	$	283,429,579

Liabilities and shareholders’ equity
Line of credit	$	130,000,000	$	127,900,000
Drafts payable		1,668,605		2,338,561
Interest rate swap agreements		23,086		—
Accounts payable and accrued expenses		6,352,633		8,924,919
Deferred revenues		2,903,406		2,328,544

Total liabilities		140,947,730		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; 12,292,329 and 12,220,874 shares issued and outstanding, respectively		31,758,255		31,151,781
Retained earnings		123,794,219		110,785,774

Total shareholders’ equity		155,552,474		141,937,555

Total liabilities and shareholders’ equity	$	296,500,204	$	283,429,579

See accompanying notes.

Nicholas Financial, Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)


	Three months ended December 31,					Nine months ended December 31,
	2014		2013			2014		2013
Interest and fee income on finance receivables	$	21,800,765	$	20,761,230		$	64,856,351	$	62,185,889

Expenses:
Marketing		333,813		350,408			1,196,069		1,109,997
Salaries and employee benefits		5,100,035		4,859,897			15,441,864		14,542,906
Professional Fees		314,124		1,060,863			1,124,912		2,012,249
Administrative		2,422,678		2,225,656			7,272,577		6,614,055
Provision for credit losses		5,796,648		4,183,035			15,182,698		10,797,930
Dividend tax		—		—			—		142,557
Depreciation		92,070		78,755			276,194		230,909
Interest expense		1,457,919		1,441,175			4,391,697		4,288,979
Change in fair value of interest rate swap agreements		144,999		(98,346	)		105,878		(681,989	)

		15,662,286		14,101,443			44,991,889		39,057,593

Operating income before income taxes		6,138,479		6,659,787			19,864,462		23,128,296
Income tax expense		2,368,923		2,833,019			6,856,017		9,284,483

Net income	$	3,769,556	$	3,826,768		$	13,008,445	$	13,843,813

Earnings per share:

Basic	$	0.31	$	0.32		$	1.07	$	1.15

Diluted	$	0.30	$	0.31		$	1.05	$	1.13

Dividends declared per share	$	—	$	–		$	—	$	0.24

See accompanying notes.

Nicholas Financial, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


	Nine months ended December 31,
	2014			2013
Cash flows from operating activities
Net income	$	13,008,445		$	13,843,813
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		276,194			230,909
Loss (gain) on sale of property and equipment		6,691			(21,800	)
Provision for credit losses		15,182,698			10,797,930
Amortization of dealer discounts		(10,204,562	)		(9,911,725	)
Deferred income taxes		270,675			1,378,601
Share-based compensation		382,883			405,264
Change in fair value of interest rate swap agreements		105,878			(681,989	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		13,280			24,912
Accounts payable and accrued expenses		(2,572,286	)		(728,528	)
Income taxes receivable		447,340			(173,824	)
Deferred revenues		574,862			654,952

Net cash provided by operating activities		17,492,098			15,818,515

Cash flows from investing activities
Purchase and origination of finance receivables		(119,758,892	)		(111,941,584	)
Principal payments received		101,279,098			99,626,856
Increase in assets held for resale		(345,644	)		(554,507	)
Purchase of property and equipment		(377,859	)		(273,507	)
Proceeds from sale of property and equipment		58,319			40,781

Net cash used in investing activities		(19,144,978	)		(13,101,961	)

Cash flows from financing activities
Net draws on line of credit		2,100,000			1,500,000
Change in drafts payable		(669,956	)		(525,556	)
Payment of cash dividends		—			(2,851,126	)
Proceeds from exercise of stock options		154,575			275,772
Excess tax benefits from share-based compensation		69,016			176,106

Net cash provided (used) by financing activities		1,653,635			(1,424,804	)

Net increase in cash		755			1,291,750
Cash, beginning of period		2,635,036			2,797,716

Cash, end of period	$	2,635,791		$	4,089,466

See accompanying notes.

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 nine months ended December 31, 2014 and 2013 was 8.13% and 8.47%, respectively in relation to the total amount financed.

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.

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 December 31,				Nine months ended December 31,
	2014		2013		2014		2013
Numerator for earnings per share – net income	$	3,769,556	$	3,826,768	$	13,008,445	$	13,843,813

Denominator:
Denominator for basic earnings per share – weighted average shares		12,197,125		12,108,988		12,188,778		12,088,835
Effect of dilutive securities: Stock options and other share awards		178,214		225,191		183,220		197,136

Denominator for diluted earnings per share		12,375,339		12,334,179		12,371,998		12,285,971

Earnings per share:
Basic	$	0.31	$	0.32	$	1.07	$	1.15

Diluted	$	0.30	$	0.31	$	1.05	$	1.13

For the three months ended December 31, 2014 and 2013, potential shares of common stock from stock options totaling 130,870 and 10,000, respectively, were not included in the diluted earnings per share calculation because their effect is anti-dilutive. For the nine months ended December 31, 2014 and 2013 potential shares of common stock from stock options totaling 83,036 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:


	December 31,			March 31,
	2014			2014
Finance receivables, gross contract	$	447,456,954		$	424,344,193
Unearned interest		(134,947,560	)		(124,306,969	)

Finance receivables, net of unearned interest		312,509,394			300,037,224
Unearned dealer discounts		(17,535,048	)		(17,214,269	)

Finance receivables, net of unearned interest and unearned dealer discounts		294,974,346			282,822,955
Allowance for credit losses		(12,129,093	)		(13,479,360	)

Finance receivables, net	$	282,845,253		$	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 22.93% and 26.33% as of December 31, 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 December 31,						Nine months ended December 31,
	2014			2013			2014			2013
Balance at beginning of period	$	11,942,694		$	13,479,022		$	12,889,082		$	16,090,652
Current period provision		5,658,695			4,157,616			14,799,782			10,525,262
Losses absorbed		(6,948,034	)		(5,540,334	)		(18,844,447	)		(16,218,673	)
Recoveries		682,830			884,373			2,491,768			2,583,436

Balance at end of period	$	11,336,185		$	12,980,677		$	11,336,185		$	12,980,677

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 December 31, 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 96%. 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 December 31,						Nine months ended December 31,
	2014			2013			2014			2013
Balance at beginning of period	$	734,500		$	659,615		$	590,278		$	467,917
Current period provision		137,953			25,419			382,916			272,668
Losses absorbed		(82,948	)		(56,424	)		(202,063	)		(126,997	)
Recoveries		3,403			9,172			21,777			24,194

Balance at end of period	$	792,908		$	637,782		$	792,908		$	637,782

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 December 31, 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 or to allow the customer to begin making regularly scheduled payments.

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:


	December 31, 2014				December 31, 2013
	Contracts		Direct Loans		Contracts		Direct Loans
Performing accounts	$	422,592,527	$	11,575,091	$	388,770,979	$	11,231,143
Non-performing accounts		9,284,558		105,818		7,011,853		69,933

Total	$	431,877,085	$	11,680,909	$	395,782,832	$	11,301,076
Chapter 13 bankrupt accounts		3,872,186		26,774		4,002,282		18,811

Finance receivables, gross contract	$	435,749,271	$	11,707,683	$	399,785,114	$	11,319,887

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
December 31, 2014	$	431,877,085	$	21,749,891		$	6,103,607		$	3,180,951		$	31,034,449
				5.04	%		1.41	%		0.74	%		7.19	%
December 31, 2013	$	395,782,832	$	18,523,310		$	4,829,999		$	2,106,854		$	25,460,163
				4.68	%		1.22	%		0.53	%		6.43	%

Direct Loans	Gross Balance Outstanding		31 – 60 days			61 – 90 days			Over 90 days			Total
December 31, 2014	$	11,680,909	$	164,347		$	59,043		$	46,776		$	270,166
				1.41	%		0.51	%		0.40	%		2.31	%
December 31, 2013	$	11,301,076	$	176,446		$	40,887		$	29,046		$	246,379
				1.56	%		0.36	%		0.26	%		2.18	%

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 January 31, 2015, is 300 basis points above 30-day LIBOR with a 1% floor on LIBOR (4.00% at December 31, 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 $130,000,000 and $127,900,000 as of December 31, 2014 and March 31, 2014, respectively. The amount available under the Line was approximately $20,000,000 and $22,100,000 as of December 31, 2014 and March 31, 2014, respectively. The line was subsequently amended, see Note 12 – “Subsequent Events”.

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 December 31, 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.

As of the nine months ended December 31, 2014 and 2013 no new contracts were initiated and no contracts matured.

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.

Nicholas Financial, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

6. Interest Rate Swap Agreements (continued)

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


	Three months ended December 31,					Nine months ended December 31,
	2014		2013			2014		2013
Periodic change in fair value of interest rate swap agreements	$	144,999	$	(98,346	)	$	105,878	$	(681,989	)
Periodic settlement differentials included in interest expense		98,517		95,641			297,355		284,680

Total	$	243,516	$	(2,705	)	$	403,233	$	(397,309	)

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 December 31,						Nine months ended December 31,
	2014			2013			2014			2013
Variable rate received		0.16	%		0.17	%		0.15	%		0.18	%
Fixed rate paid		0.94	%		0.94	%		0.94	%		0.94	%

7. Income Taxes

The provision for income taxes decreased to approximately $2.4 million for the three months ended December 31, 2014 from approximately $2.8 million for the three months ended December 31, 2013. The Company’s effective tax rate decreased to 38.59% for the three months ended December 31, 2014 from 42.54% for the three months ended December 31, 2013. The provision for income taxes decreased to approximately $6.9 million for the nine months ended December 31, 2014 from approximately $9.3 million for the nine months ended December 31, 2013. The Company’s effective tax rate decreased to 34.51% for the nine months ended December 31, 2014 from 40.14% for the nine months ended December 31, 2013. The significant decrease in the effective tax rate for the nine months ended December 31, 2014 is related to certain professional fees totaling approximately $1.2 million 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.

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:
December 31, 2014 – asset:	$	—	$	100,811		$	—	$	100,811
December 31, 2014 – liability:	$	—	$	(23,086	)	$	—	$	(23,086	)
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 December 31, 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:
December 31, 2014	$	—	$	—	$	282,845,000	$	282,845,000
March 31, 2014	$	—	$	—	$	269,344,000	$	269,344,000

Line of credit:
December 31, 2014	$	—	$	130,000,000	$	—	$	130,000,000
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 nine months ended December 31, 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. On August 13, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on September 27, 2013 to shareholders of record as of September 20, 2013.

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.

Nicholas Financial, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

(Unaudited)

10. Contingencies

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, “Revenue from Contracts with Customers (Topic 606)”. The ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method. The Company will be evaluating the effect that the ASU will have on the consolidated financial statements and related disclosures.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Company does not believe the adoption of this ASU will have a significant impact on the 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.

12. Subsequent Events

On January 30, 2015, the Company entered into Amendment No. 4 (the “Amendment”) to its Second Amended and Restated Loan and Security Agreement, dated as of January 12, 2010, as previously amended (the “Line”). The Amendment, among other things, extends the maturity date of the Line from January 31, 2015 to January 31, 2018.

Prior to the Amendment, the credit facility provided for a $150.0 million revolving line of credit. The Amendment provides for an increase in the credit line of $75 million, bringing the total credit line to $225 million, in the event of the successful completion of a presently contemplated issuer tender offer. As previously announced, Nicholas intends to purchase up to $70.0 million (but not less than $50.0 million) in aggregate value of the Company’s outstanding Common shares via a modified “Dutch auction” tender offer. If such a tender offer is not successfully completed, the credit line will remain at $150.0 million. Borrowings under the Line may be under various LIBOR pricing options, plus 300 basis points, with a 1% floor on LIBOR.

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.

Litigation and Legal Matters

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

Regulatory Developments

As previously reported, Title X of the Dodd-Frank Act established the Bureau of Consumer Finance Protection, or CFPB, which became operational in 2011 and has regulatory, supervisory and enforcement powers over providers of consumer financial products, such as those offered by the Company. The CFPB recently issued a proposal to supervise nonbank companies that qualify as “larger participants of a market for automobile financing.” The proposal defines as “larger participants” nonbank entities that engage in automobile financing and have at least 10,000 aggregate originations. The Company believes that it would qualify as a larger participant for such purposes. An automobile finance company that qualifies as a larger participant will be subject to CFPB examination for federal law compliance once a final rule becomes effective. The CFPB can be expected, among other things, to scrutinize a larger participant’s practices under Dodd-Frank standards for unfair, deceptive, or abusive acts or practices, as well as to examine such larger participant’s compliance with federal consumer financial laws. The CFPB will have the authority to impose on the larger participants it examines fines and other penalties for violations of such federal laws and standards. The Company could incur material additional costs complying with applicable consumer finance laws and standards as well as any CFPB examination. In addition, if the CFPB were to determine that the Company has violated any such laws or standards, it could exercise its enforcement powers in ways that would have a material adverse effect on the Company, its business and financial condition.

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.

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 remained flat at $3.8 million for the three-month period ended December 31, 2014 as compared to $3.8 million for the corresponding period ended December 31, 2013. Diluted earnings per share decreased to $0.30 as compared to $0.31 for the three months ended December 31, 2013. Consolidated net income decreased 6% to approximately $13.0 million for the nine-month period ended December 31, 2014 as compared to $13.8 million for the corresponding period ended December 31, 2013. Diluted earnings per share decreased 7% to $1.05 for the nine months ended December 31, 2014 as compared to $1.13 for the nine months ended December 31, 2013.

Our results for the three months ended December 31, 2014 were adversely affected by a reduction in the gross portfolio yield, an increase in the provision for losses and a change in fair value of the interest rate swap agreements. The interest rate swap agreements resulted in a loss of $145,000 for the three-month period ended December 31, 2014 compared to a gain of $99,000 for the comparable three-month period ended December 31, 2013. Our results for three-month period ended December 31, 2013 were unfavorably impacted by professional fees associated with the previously announced potential sale of the Company; such fees included in the three months ended December 31, 2013 were $821,000. In addition, prior to the termination of the Arrangement Agreement relating to such potential sale of the Company, which termination was announced on July 1, 2014, these professional fees were not deductible for tax purposes. As a result, our effective income tax rate was higher than our normal effective rate for the three months ended December 31, 2013.

The results for the nine-month period ended December 31, 2014 were adversely affected by a reduction in the gross portfolio yield, an increase in the provision for losses, and a change in the fair value of the interest rate swap agreements. For the nine-month periods December 31, 2014 and 2013, the interest rate swap agreements resulted in a loss of $106,000 and a gain of $682,000, respectively. Our results were favorably impacted by a reduction in professional fees associated with the previously announced potential sale of the Company; such fees included in the nine months ended December 31, 2014 and 2013 were $362,000 and $1,181,000, respectively. Prior to the termination of the Arrangement Agreement relating to the potential sale of the Company, which termination was announced on July 1, 2014, the fees were not deductible for tax purposes. Accordingly, results for the nine-month period ended December 31, 2014 were favorably impacted due to the tax benefit recognized upon abandonment of this strategic alternative. As a result, our effective income tax rate was higher and lower than our normal effective rate for the nine months ended December 31, 2013 and 2014, respectively.

The Company’s software subsidiary, Nicholas Data Services, did not contribute significantly to consolidated operations in the period ended December 31, 2014 or 2013, and operations ceased during the quarter ended June 30, 2014.


	Three months ended December 31,						Nine months ended December 31,
Portfolio Summary	2014			2013			2014			2013
Average finance receivables, net of unearned interest (1)	$	310,882,006		$	291,620,270		$	308,351,789		$	289,110,042

Average indebtedness (2)	$	130,112,500		$	128,500,000		$	130,580,000		$	127,545,256

Interest and fee income on finance receivables	$	21,800,764		$	20,756,034		$	64,851,435		$	62,168,566
Interest expense		1,457,919			1,441,175			4,391,697			4,288,979

Net interest and fee income on finance receivables	$	20,342,845		$	19,314,859		$	60,459,738		$	57,879,587

Weighted average contractual rate (3)		23.02	%		23.21	%		23.02	%		23.21	%

Average cost of borrowed funds (2)		4.48	%		4.49	%		4.48	%		4.48	%

Gross portfolio yield (4)		28.05	%		28.47	%		28.04	%		28.67	%

Interest expense as a percentage of average finance receivables, net of unearned interest		1.88	%		1.98	%		1.90	%		1.98	%

Provision for credit losses as a percentage of average finance receivables, net of unearned interest		7.46	%		5.74	%		6.57	%		4.98	%

Net portfolio yield (4)		18.71	%		20.75	%		19.57	%		21.71	%

Marketing, salaries, employee benefits, depreciation, administrative, professional fee expenses and dividend taxes as a percentage of average finance receivables, net of unearned interest (5)		10.63	%		11.68	%		10.94	%		11.29	%

Pre-tax yield as a percentage of average finance receivables, net of unearned interest (6)		8.08	%		9.07	%		8.63	%		10.42	%

Write-off to liquidation (7)		9.60	%		7.62	%		8.38	%		7.24	%
Net charge-off percentage (8)		8.16	%		6.34	%		7.15	%		6.20	%

Note: All three- and nine-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 as of the period ending date.

(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 10.55% for the three months ended December 31, 2013, and 10.79% and 10.68% for the nine months ended December 31, 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.

Three months ended December 31, 2014 compared to three months December 31, 2013

Interest Income and Loan Portfolio

Interest and fee income on finance receivables, predominately finance charge income, increased 4.8% to approximately $21.8 million for the three-month period ended December 31, 2014 from $20.8 million for the corresponding period ended December 31, 2013. Average finance receivables, net of unearned interest equaled approximately $310.9 million for the three-month period ended December 31, 2014, an increase of 6.6% from $291.6 million for the corresponding period ended December 31, 2013. The primary reason average finance receivables, net of unearned interest increased was the increase of the receivable base of several existing branches in younger markets and one new branch (see “Contract Procurement” and “Loan Origination” below). The gross finance receivable balance increased 8.9% to approximately $447.5 million as of December 31, 2014, from $411.1 million as of December 31, 2013. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield decreased to 28.05% for the three-month period ended December 31, 2014 compared to 28.47% for the three-month period ended December 31, 2013. The gross portfolio yield decreased primarily due to the decrease in the average dealer discount, which is a result of increased competition. The average dealer discount associated with new volume for the three months ended December 31, 2014 and 2013 was 8.04% and 8.58%, respectively in relation to the total amount financed. The net portfolio yield decreased to 18.71% for the three-month period ended December 31, 2014 from 20.75% for the corresponding period ended December 31, 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, and Professional Fee Expenses

Marketing, salaries, employee benefits, depreciation, administrative, and professional fee expenses decreased to approximately $8.3 million for the three-month period ended December 31, 2014 from approximately $8.6 million for the corresponding period ended December 31, 2013. The decrease was primarily related to the decrease in professional fees due to strategic alternatives in 2013. The Company operated 66 and 65 branch locations as of December 31, 2014 and 2013, respectively. Marketing, salaries, employee benefits, depreciation, administrative, and professional fee expenses as a percentage of finance receivables, net of unearned interest, decreased to 10.63% for the three-month period ended December 31, 2014 from 11.68% for the three-month period ended December 31, 2013. For the three months ended December 31, 2013, the numerator includes expenses associated with the potential sale of the Company. Absent these costs, the percentage would have been 10.55%.

Interest Expense

Interest expense increased to approximately $1.46 million for the three-month period ended December 31, 2014 from $1.44 million for the three-month period ended December 31, 2013. The following table summarizes the Company’s average cost of borrowed funds:


	Three months ended December 31,
	2014			2013
Variable interest under the line of credit facility		0.33	%		0.36	%
Settlements under interest rate swap agreements		0.30	%		0.30	%
Credit spread under the line of credit facility		3.85	%		3.83	%

Average cost of borrowed funds		4.48	%		4.49	%

The Company’s average cost of funds remained relatively flat. The credit spread increased and the variable interest decreased due to a decrease in LIBOR rates in the three months ended December 31, 2014 as compared to December 31, 2013.

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 December 31, 2014 and 2013. For further discussions regarding the effect of interest rate swap agreements see Note 6 – “Interest Rate Swap Agreements”.

Nine months ended December 31, 2014 compared to nine months ended December 31, 2013

Interest Income and Loan Portfolio

Interest and fee income on finance receivables, predominately finance charge income, increased 4% to approximately $64.9 million for the nine-month period ended December 31, 2014 from $62.2 million for the corresponding period ended December 31, 2013. Average finance receivables, net of unearned interest equaled approximately $308.4 million for the nine-month period ended December 31, 2014, an increase of 7% from $289.1 million for the corresponding period ended December 31, 2013. The primary reason average finance receivables, net of unearned interest, increased was the increase in the receivable base of several existing branches in younger markets and also the opening of one new branch location (see “Contract Procurement” and “Loan Origination” below). The gross finance receivable balance increased 9% to approximately $447.5 million as of December 31, 2014, from $411.1 million as of December 31, 2013. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield decreased to 28.04% for the nine-month period ended December 31, 2014 from 28.67% for the nine-month period ended December 31, 2013. The net portfolio yield decreased to 19.57% for the period ended December 31, 2014 from 21.71% for the nine-month period ended December 31, 2013. The gross portfolio yield decreased primarily due to a decrease in the average dealer discount and a reduction in the weighted APR. The average dealer discount associated with new volume for the nine months ended December 31, 2014 and 2013 was 8.13% and 8.47%, respectively, in relation to the total amount financed. The decrease in the average dealer discount is due to an increase in competition. The net portfolio yield 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 $25.3 million for the nine-month period ended December 31, 2014 from approximately $24.7 million for the corresponding period ended December 31, 2013. The increase of 3% was primarily attributable to an increase in costs associated with maintaining the finance receivable portfolio. The Company opened one new branch location and increased average headcount to 330 for the nine-month period ended December 31, 2014 from 325 for the nine-month period ended December 31, 2013. Marketing, salaries, employee benefits, depreciation, administrative, professional fee expenses and dividend taxes as a percentage of finance receivables, net of unearned interest, decreased to 10.94% for the nine-month period ended December 31, 2014 from 11.29% for the nine-month period ended December 31, 2013. For the nine months ended December 31, 2014, the numerator includes expenses associated with the potential sale of the Company. Absent these expenses, the percentage would have been 10.79%. For the nine months ended December 31, 2013, the numerator includes dividend taxes and expenses associated with the potential sale of the Company. Absent these costs, the percentage would have been 10.68%.

Interest Expense

Interest expense remained relatively flat at $4.4 million for the nine-month period ended December 31, 2014 from $4.3 million for the nine-month period ended December 31, 2013. The following table summarizes the Company’s average cost of borrowed funds for the nine-month period ended December 30:


	Nine months ended December 31,
	2014			2013
Variable interest under the line of credit facility		0.31	%		0.36	%
Settlements under interest rate swap agreements		0.30	%		0.30	%
Credit spread under the line of credit facility		3.87	%		3.82	%

Average cost of borrowed funds		4.48	%		4.48	%

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 nine months ended December 31, 2014 as compared to December 31, 2013.

The weighted average notional amount of interest rate swap agreements was $50.0 million at a weighted average fixed rate of 0.94% for the nine months ended December 31, 2014 and 2013. For further discussions regarding the effect of interest rate swap agreements see Note 6 – “Interest Rate Swap Agreements”.

Contract Procurement

The Company purchases Contracts in the sixteen states listed in the table below. The Contracts purchased by the Company are predominately for used vehicles; for the three- and nine-month periods ended December 31, 2014 and 2013, less than 1% were for new vehicles.

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


	Three months ended December 31,				Nine months ended December 31,
State	2014		2013		2014		2013
FL	$	12,479,607	$	11,735,597	$	40,126,531	$	36,060,726
GA		4,406,896		3,658,423		13,890,638		12,106,958
NC		3,415,112		2,407,374		11,313,314		11,148,966
SC		738,420		937,853		2,701,344		3,861,730
OH		5,788,850		5,300,116		17,486,943		17,304,458
MI		2,043,383		1,482,660		5,465,002		4,734,261
VA		848,809		1,474,651		3,513,891		4,166,493
IN		1,649,495		1,374,439		5,435,903		5,372,001
KY		2,421,467		1,914,143		6,912,724		6,455,058
MD		797,697		847,833		3,133,351		2,057,133
AL		1,710,827		1,087,795		4,647,562		4,437,886
TN		1,289,402		1,098,554		3,696,904		4,358,732
IL		1,925,892		1,181,598		4,402,104		2,849,941
MO		1,688,515		1,414,162		5,275,282		4,176,562
KS		563,344		326,063		1,412,568		991,585
TX		64,833		—		64,833		—

Total	$	41,832,549	$	36,241,261	$	129,478,894	$	120,082,490


	Three months ended December 31,						Nine months ended December 31,
Contracts	2014			2013			2014			2013
Purchases	$	41,832,549		$	36,241,261		$	129,478,894		$	120,082,490
Weighted APR		22.77	%		23.05	%		22.95	%		22.96	%
Average discount		8.04	%		8.58	%		8.13	%		8.47	%
Weighted average term (months)		55			52			55			52
Average loan	$	11,041		$	10,578		$	11,005		$	10,638
Number of Contracts		3,789			3,426			11,765			11,288

Loan Origination

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


	Three months ended December 31,						Nine months ended December 31,
Direct Loans Originated	2014			2013			2014			2013
Originations	$	2,665,407		$	2,683,337		$	7,696,461		$	7,978,194
Weighted APR		26.25	%		27.14	%		26.57	%		26.74	%
Weighted average term (months)		28			28			29			29
Average loan	$	3,357		$	3,363		$	3,473		$	3,391
Number of loans		794			798			2,216			2,353

Analysis of Credit Losses

As of December 31, 2014, the Company had 1,436 active static pools. The average pool upon inception consisted of 60 Contracts with aggregate finance receivables, net of unearned interest, of approximately $647,000.

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 8%-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, repossessed car resale rates, 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; however, the weighted average term increased to 55 months from 52 months of Contracts purchased during the three and nine months ended December 31, 2014 as compared to the three and nine months ended December 31, 2013.

The provision for credit losses increased to approximately $5.8 million from approximately $4.2 million for the three months ended December 31, 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. 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 9.60% from 7.62% for the three months ended December 31, 2014 and 2013, respectively. The Company has also experienced 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 December 31, 2014 and 2013, auction proceeds from the sale of repossessed vehicles averaged approximately 44% and 47%, 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 December 31, 2014 was 7.19% as compared to 6.43% as of December 31, 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 December 31, 2014 was 2.31% as compared to 2.18% as of December 31, 2013. 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 9.77% for the three months ended December 31, 2014 from approximately 17.70% for the three months ended December 31, 2013. Recoveries as a percentage of charge-offs decreased to approximately 13.20% for the nine months ended December 31, 2014 from approximately 17.83% for the nine months ended December 31, 2013. Historically, recoveries as a percentage of charge-offs fluctuate from period to period, and the Company does not attribute this decrease to any particular change in operational strategy or economic event. From time to time the Company will aggregate charge-off accounts, it deems uncollectable, and sell them to third party recovery specialists.

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 December 31, 2014 and December 31, 2013 the Company granted deferrals to approximately 6.98% and 6.99%, respectively, of total Contracts

and Direct Loans. For the nine months ended December 31, 2014 and December 31, 2013 the Company granted deferrals to approximately 18.02% and 18.70%, 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 $2.4 million for the three months ended December 31, 2014 from approximately $2.8 million for the three months ended December 31, 2013. The Company’s effective tax rate decreased to 38.60% for the three months ended December 31, 2014 from 42.54% for the three months ended December 31, 2013. The provision for income taxes decreased to approximately $6.9 million for the nine months ended December 31, 2014 from approximately $9.3 million for the nine months ended December 31, 2013. The Company’s effective tax rate decreased to 34.52% for the nine months ended December 31, 2014 from 40.14% for the nine months ended December 31, 2013. The significant decrease in the effective tax rate for the three and nine months ended December 31, 2014 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.

Liquidity and Capital Resources

The Company’s cash flows are summarized as follows:


	Nine months ended December 31,
	2014			2013
Cash provided by (used in):
Operating activities	$	17,492,098		$	15,818,515
Investing activities (primarily purchase of Contracts)		(19,144,978	)		(13,101,961	)
Financing activities		1,653,635			(1,424,804	)

Net increase in cash	$	755		$	1,291,750

The Company’s primary use of working capital during the three months ended December 31, 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 January 31, 2015. 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 December 31, 2014, the amount outstanding under the Line was approximately $130.0 million, and the amount available under the Line was approximately $20.0 million.

The Company also announced that, on January 30, 2015, the Company executed an Amendment to its existing credit facility. Please see Note 12—”Subsequent Events” for more information.

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 $2.1 million during the nine months ended December 31, 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. On August 13, 2013 the Board of Directors announced a quarterly cash dividend equal to $0.12 per common share, to be paid on September 27, 2013 to shareholders of record as of September 20, 2013. No dividends were declared during the nine-month period ending December 31, 2014.

Contractual Obligations

The following table summarizes the Company’s material obligations as of December 31, 2014.


	Payments Due by Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Operating leases	$	3,692,423	$	1,733,402	$	1,579,949	$	379,072	$	—
Line of credit		130,000,000		130,000,000		—		—		—
Interest on Line ¹		485,333		485,333		—		—		—

Total	$	134,177,756	$	132,218,735	$	1,579,949	$	379,072	$	—

The Company’s Line matured on January 31, 2014 and was subsequently amended, see Note 12 – “Subsequent Events”. Interest on outstanding borrowings under the Line as of December 31, 2014, is based on an effective interest rate of 4.48% 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, nineteen of our branches meet this capacity. The Company continues to evaluate additional markets for future branch locations, and subject to market conditions, may open an additional branch location during fiscal 2015.

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 December 31, 2014, $80,000,000, or approximately 62.1% 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 increase in the variable interest rates of 1% or 100 basis points (1.17% as of December 31, 2014) as of December 31, 2014 applicable to this floating rate debt would have an annual after-tax impact of approximately $84,000.

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.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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.

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: February 9, 2015						/s/ Ralph T. Finkenbrink
						Ralph T. Finkenbrink
						Chairman of the Board, President,
						Chief Executive Officer and Director

Date: February 9, 2015						/s/ Katie L. MacGillivary
						Katie L. MacGillivary
						Vice President and
						Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

10.8		Form of Dealer Agreement and Schedule thereto listing dealers that are parties to such agreements

10.16		Amendment No. 4 to Second Amended and Restated Loan and Security Agreement, dated January 30, 2015

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.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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

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.

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.

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.

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.

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:*

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.

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.

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.

DEALER NAME

#1 USA AUTO MARKET LLC

12K & UNDER MOTORS

1ST CHOICE AUTO BROKERS LLC

1ST CHOICE AUTO SALES INC

1ST CHOICE CAROLINA CARS

1ST CHOICE MOTORS

1ST CLASS AUTO SALES

1ST STOP MOTORS INC

247 AUTO SALES

27 MOTORS

2ND CHANCE AUTO OF ALABAMA LLC

301CARSALES.COM

31 W AUTO BROKERS INC

3J AUTO SALES

40 HIGHWAY AUTO SALES LLC

4042 MOTORS LLC

4042 MOTORSPORTS LLC

5 POINTS AUTO MASTERS

5 STAR AUTO SALES

5 STAR INDY AUTO LLC

60 WEST AUTO SALES LLC

83 AUTO SALES LLC

A & D MOTORS, INC.

A & S GRAND AVE

A 1 AUTO SALES INC

A LOT OF USED CARS

A LUXURY AUTO

A PLUS CAR SALES & RENTALS INC

A.R.J.‘S AUTO SALES, INC

A-1 AUTO GROUP LLC

A1 MOTORS INC

A1 MOTORS LLC

AAA AUTOMOTIVE LLC

AAA MOTORS, INC.

AAB INTERNATIONAL AUTO SALES

AACC AUTO CAR SALES, INC

ABBY’S AUTOS, INC.

ABERNETHY CHRYSLER JEEP DODGE

ACCURATE AUTOMOTIVE OF

ACTIVE AUTO SALES

ADAMSON FORD LLC

ADS AUTO DISCOUNT SALES INC

ADVANCE AUTO WHOLESALE, INC.

DEALER NAME

ADVANCED AUTO & TRUCK

ADVANCED AUTO BROKERS, INC.

ADVENTURE SUBARU LLC

AFFORDABLE AUTO MOTORS, INC

AFFORDABLE AUTO SALES

AIRPORT CHRYSLER DODGE JEEP

AJ’S AUTO

AK IMPORTS AUTO SALES

AL PIEMONTE SUZUKI INC

ALABAMA DIRECT AUTO

ALFA AUTO MALL LLC

ALFA MOTORS

ALL ABOUT AUTO’S INC

ALL AMERICAN AUTO MART

ALL CARS LLC

ALL IN ONE AUTOMOTIVE GROUP

ALL SEASON AUTO SALES LLC

ALL STAR AUTO SALES

ALL STAR DODGE CHRYSLER JEEP

ALL STAR MOTORS INC

ALLAN VIGIL FORD

ALLANS SHOWCASE

ALLEN TURNER AUTOMOTIVE

ALLIANCE AUTO SALES LTD

ALLSTAR MOTORS, INC.

ALMA CHEVROLET BUICK GMC

ALPHA MOTORS LLC

AL’S AUTO MART

ALTERNATIVES

ALWAYS APPROVED AUTO LLC

AMERICAN AUTO SALES OF CLOVER

AMERICAN AUTO SALES WHOLESALE

AMERICAN PRESTIGE AUTOS INC

AMERICAN SALES & LEASING INC

AMERIFIRST AUTO CENTER, INC.

AMG AUTO SALES INC

AMS CARS

ANDERSON MOTORS

ANDY MOHR BUICK PONTIAC GMC

ANDY MOHR CHEVROLET, INC.

ANDY MOHR FORD, INC.

ANDY MOHR TOYOTA

ANDYS AUTO SALES

ANGRY CARS

DEALER NAME

ANSWER ONE MOTORS

ANTHONY PONTIAC GMC BUICK INC

ANTHONY WAYNE AUTO SALES

ANTIQUE MOTORS

APPROVAL AUTO CREDIT INC.

AR MOTORSPORTS INC

ARAK AUTO SALES & SERVICES INC

ARB WHOLESALE CARS INC

ARC AUTO LLC

ARCH AUTO SALES

ARDMORE AUTO SALES LLC

ARENA AUTO SALES

ARES FINANCIAL SERVICES LLC

ARMSTRONG FORD OF HOMESTEAD

ASHEBORO HONDA MAZDA

ATA TRUCK & AUTO SALES

ATCHINSON FORD SALES

ATL AUTO TRADE INC

ATL AUTOS .COM

ATLANTA BEST USED CARS LLC

ATLANTA LUXURY MOTORS INC

ATLANTA UNIQUE AUTO SALES INC

ATLANTA USED CARS CENTER, INC

ATLANTIS RENT A CAR AND

AUCTION DIRECT USA

AURORA MOTOR CARS

AUTO ACCEPTANCE CENTER

AUTO AMERICA

AUTO BANK

AUTO BANK OF KANSAS CITY INC

AUTO BANK, INC.

AUTO BROKERS, INC.

AUTO CENTERS NISSAN INC

AUTO CENTERS ST CHARLES LLC

AUTO CITY LLC

AUTO CLUB OF MIAMI

AUTO CONCEPTS

AUTO CREDIT

AUTO CREDIT & FINANCE CORP

AUTO DIRECT

AUTO DIRECT COLUMBUS OH

AUTO DIRECT PRE-OWNED

AUTO ENTERPRISE CO

AUTO EXCHANGE

DEALER NAME

AUTO EXCHANGE

AUTO EXCHANGE OF DURHAM

AUTO EXPRESS

AUTO EXPRESS CREDIT INC

AUTO EXPRESS ENTERPRISE INC

AUTO FINDERS, INC.

AUTO GALAXY INC

AUTO ICONS LLC

AUTO IMPORTS FL INC

AUTO IQ INC

AUTO LAND AUTO SALES INC

AUTO LIAISON INC

AUTO LIBERTY OF ARLINGTON

AUTO LINE, INC.

AUTO LIQUIDATORS OF TAMPA, INC

AUTO MALL OF TAMPA INC

AUTO MASTERS AUTO SALES LLC

AUTO MASTERS OF NASHVILLE LLC

AUTO MAX

AUTO MEGA STORE LLC

AUTO NETWORK OF THE TRIAD LLC

AUTO NETWORK, INC.

AUTO OPTION LLC

AUTO PARK CORPORATION

AUTO PASS SALES & SERVICE CORP

AUTO PLAZA USA

AUTO PLUS OF SMITHVILLE LLC

AUTO POINT USED CAR SALES

AUTO PORT

AUTO PROFESSION CAR SALES 2

AUTO PROFESSIONAL CAR SALES

AUTO RITE, INC

AUTO SALES OF WINTER GARDEN

AUTO SELECT

AUTO SELECT INC

AUTO SELECTION OF CHARLOTTE

AUTO SENSATION USA, INC.

AUTO SOURCE

AUTO SOURCE CAROLINA LLC

AUTO SPECIALISTS

AUTO SPORT, INC.

AUTO STOP INC

AUTO TRADEMARK

AUTO TRUST LLC

DEALER NAME

AUTO UNION OF MIAMI INC

AUTO VILLA

AUTO VILLA OUTLET

AUTO VILLA WEST

AUTO VILLAGE

AUTO WAREHOUSE INC

AUTO WEEKLY SPECIALS

AUTO WISE AUTO SALES

AUTO WORLD

AUTOBRANCH

AUTODRIVE, LLC

AUTOLANTA COLLECTION

AUTOMAC USA INC

AUTOMALL 59

AUTOMART #1 LLC

AUTOMATCH USA LLC

AUTOMAX

AUTOMAX AUTO SALES INC

AUTOMAX CHRYSLER DODGE JEEP

AUTOMAX OF ANDERSON

AUTOMAX OF GREENVILLE

AUTOMOBILE COMMODITY LLC

AUTOMOTIVE DIRECT USA INC

AUTOMOTIVE GROUP OF OFALLON/CO

AUTONATION IMPORTS AUTO SALES

AUTONET GROUP LLC

AUTONOMICS

AUTOPLEX

AUTOPLEX IMPORT

AUTOQUICK, INC.

AUTORAMA PREOWNED CARS

AUTOS BEST INC

AUTOS DIRECT INC

AUTOS DIRECT ONLINE

AUTOS R US

AUTOSHOW SALES AND SERVICE

AUTOSPORTS

AUTOWAY CHEVROLET

AUTOWAY FORD OF BRADENTON

AUTOWORLD USA

AVENUE AUTO AND RV

AVERY AUTO SALES INC

DEALER NAME

AVIS FORD

AXELROD PONTIAC

B & B ELITE AUTO SALES LLC

B & W MOTORS

BAKER’S BODY SHOP

BALLAS BUICK GMC

BALLPARK AUTO LLC

BANK AUTO SALES

BARBIES AUTOS CORPORATION

BARGAIN SPOT CENTER

BARNES USED CARS LLC

BARRY BROWN MOTORS LLC

BARTOW FORD COMPANY

BARTS CAR STORE

BARTS CAR STORE INC

BASELINE AUTO SALES, INC.

BATES FORD INC

BAUCOM MOTORS LLC

BEACH AUTO KINGS

BEACHSIDE RIDE

BEACHUM AND LEE FORD INC

BEAU TOWNSEND FORD

BEAU TOWNSEND NISSAN, INC.

BEDFORD AUTO WHOLESALE

BEECHMONT FORD

BEEJAY AUTO SALES INC

BEFORD AUTO

BEHLMANN BUICK GMC CADILLAC

BEHLMANN ST PETERS PREOWNED

BELAIR ROAD DISCOUNT AUTO

BELLS AUTO SALES

BELL’S AUTO SALES

BENJI AUTO SALES CORP

BENSON CADILLAC NISSAN, INC.

BENSON FORD MERCURY

BENSON HYUNDAI LLC

BENSON NISSAN

BEREA AUTO MALL

BERGER CHEVROLET

BERKELEY FORD

BESSEMER AL AUTOMOTIVE LLC

BEST AUTO SELECTION INC

BEST BUY AUTO MART LLC II

DEALER NAME

BEST BUY AUTO SALES OF TAMPA

BEST BUY MOTORS LLC

BEST CARS KC INC

BEST CHEVROLET

BEST DEAL AUTO SALES

BEST KIA

BEST PRICE DEALER INC

BEST VALUE AUTO SALES INC

BESTWAY AUTO BROKERS LLC

BETTER AUTOMALL LLC

BEV SMITH KIA

BEXLEY MOTORCAR COMPANY LLC

BIARTI AUTO SALES LLC

BIG BLUE AUTOS, LLC

BIG BOYS TOYS FLORIDA LLC

BIG CHOICES AUTO SALES INC

BIG M CHEVROLET

BIG O DODGE OF GREENVILLE, INC

BILL BLACK CHEVROLET,

BILL ESTES CHEVROLET

BILL KAY FORD INC

BILL MAC DONALD FORD INC

BILL OWENS AUTO SALES

BILL STANFORD PONT CAD OLDS GM

BILLS & SON AUTO SALES INC

BILLS AUTO SALES & LEASING,LTD

BILLY RAY TAYLOR AUTO SALES

BILTMORE MOTOR CORP.

BIRMINGHAM WHOLESALE AUTO LLC

BLEECKER BUICK-GMC INC

BLEECKER CHRYSLER DODGE JEEP

BLOOMINGTON AUTO CENTER

BLOSSOM CHEVROLET, INC.

BLUE SPRINGD FORD SALES INC

BLUE SPRINGS SALES INC

BLUESLADE MOTOR CARS LLC

BOB BOAST DODGE

BOB HOOK OF SHELBYVILLE, LLC

BOB JEANNOTTE BUICK GMC TRUCK

BOB KING MITSUBISHI

BOB KING’S MAZDA

BOB MAXEY FORD

BOB MAXEY LINCOLN-MERCURY

BOB PULTE CHEVROLET GEO, INC.

DEALER NAME

BOB STEELE CHEVROLET INC.

BOBB CHRYSLER DODGE JEEP RAM

BOBB SUZUKI

BOBBY LAYMAN CHEVROLET, INC.

BOBBY MURRAY TOYOTA

BOBILYA CHRYSLER PLYMOUTH

BOMMARITO CHEVROLET MAZDA

BONANZA AUTO CENTER INC

BONIFACE HIERS MAZDA

BOOMERS TRUCKS & SUVS LLC

BORCHERDING ENTERPRISE, INC

BOSAK HONDA

BOULEVARD AUTO EXCHANGE 2 INC

BOWDEN MOTORS INC

BOYD AUTOMOTIVE

BRADLEY CHEVROLET, INC.

BRAD’S USED CARS

BRAMLETT PONTIAC INC

BRANDON AUTO MALL FIAT

BRANDON HONDA

BRANDON MITSUBISHI

BRANNON HONDA

BRAZIL AUTO MALL INC

BRECKENRIDGE MOTORS EAST LLC

BREVARD VALUE MOTORS

BRICKELL HONDA BUICK & GMC

BROMAR LLC

BROMLEY AUTO SALES, LLC

BRONDES FORD MAUMEE LTD

BROOKS AUTO SALES

BROTHERS CHEVROLET OLDSMOBILE

BROWN MOTOR SALES

BROWN’S AUTO SALES

BRYANT AUTO SALES INC

BUCKEYE CITY AUTOMOTIVE GROUP

BUCKEYE FORD LINCOLN MERC OF O

BUCKEYE NISSAN, INC.

BUD LAWRENCE INC

BUSH AUTO PLACE

BUY IT RIGHT AUTO SALES LLC

BUY RIGHT AUTO SALES INC

BUYERS CHOICE AUTO CENTER LLC

BUZZ KARZ LLC

BYERLY FORD-NISSAN, INC

DEALER NAME

BYERS CHEVROLET LLC

BYERS DELAWARE

BYERS KIA

C & J AUTO WORLD LLC

C & N AUTO SALES LLC

C & S SALES

CADILLAC OF NOVI INC

CALDERONE CAR AND TRUCK

CALIFORNIA AUTO CONNECTION INC

CALVARY CARS & SERVICE, INC

CAMPBELL CHEVOFBOWLGREENKYINC

CAMPBELL MOTORS, INC.

CANCILA MARTY DODGE CHRYSLER J

CANDY’S AUTO WORLD INC

CANNON BUICK-MITSUBISHI

CAPITAL AUTO BROKERS

CAPITAL BUICK PONTIAC GMC LLC

CAPITAL MOTORS

CAPITAL MOTORS LLC

CAPITOL AUTO SALES, INC.

CAPITOL CADILLAC

CAR AMERICA LLC

CAR BAZAAR INC OF FRANKLIN

CAR BIZ OF TENNESSEE

CAR CENTRAL

CAR CHOICE

CAR CHOICE ENTERPRISE II INC

CAR CITY USA LLC

CAR CONCEPTS REMARKETING

CAR CONNECTION

CAR COUNTRY

CAR CREDIT INC

CAR CREDIT XPRESS

CAR DEPOT

CAR FACTORY OUTLET

CAR FINDERS, LLC

CAR MART FL.COM

CAR NATION

CAR SOURCE, LLC.

CAR STARS

CAR YEP LLC

CAR ZONE

CARDINAL MOTORS INC

DEALER NAME

CARDIRECT LLC

CAREY PAUL HONDA

CARISMA AUTO GROUP

CARMART AUTO SALES

CARMART AUTO SALES INC

CARMART AUTO SALES, INC.

CARMART AUTOMALL LLC

CARMAXX LLC

CAROLINA AUTO EXCHANGE

CAROLINA AUTO SPORTS

CAROLINA FAMILY MOTORS INC

CAROLINA MOTORCARS

CARPLUS AUTO SALES INC

CARPORT SALES & LEASING, INC.

CARROLLTON MOTORS

CARS & CREDIT OF FLORIDA

CARS & TRUCKS

CARS 4 LESS LLC

CARS DIRECT

CARS GONE WILD II LLC

CARS N CARS, INC.

CARS OF JAX INC

CARS PLUS CREDIT LLC

CARS PLUS LLC

CARS TO GO AUTO SALES AND

CARS TRUCKS & MORE INC

CARS UNLIMITED

CARS YOU CAN TRUST

CARSMART AUTO SALES LLC

CARSMART, INC.

CARTROPIX

CARXPRESS

CARZ N TRUX

CARZ, INC.

CARZZ AUTO SALES INC

CAS SALES & RENTALS

CASH AUTO SALES LLC

CASTRIOTA CHEVROLET GEO INC.

CAVALIER AUTO SALES INC

CC MOTORS INC

CD S AUTOMOTIVE INC

CENTRAL 1 AUTO BROKERS

CENTRAL FLORIDA EXPORTS, INC.

CENTRAL MOTOR WERKS, INC

DEALER NAME

CENTRAL PONTIAC INC.

CENTURY BUICK

CERTIFIED AUTO CENTER

CERTIFIED AUTO DEALERS

CERTIFIED NATIONWIDE

CHAMPION CHEVROLET

CHAMPION OF DECATUR, INC.

CHAMPION PREFERRED AUTOMOTIVE

CHAMPION TRUCK CENTER LLC

CHARLES BARKER PREOWNED OUTLET

CHARLOTTE MOTOR CARS LLC

CHARS CARS LLC

CHASE AUTO GROUP

CHATHAM PARKWAY TOYOTA

CHESAPEAKE AUTO GROUP

CHESTATEE FORD INC

CHEVROLET BUICK OF QUINCY INC.

CHEVROLET OF DUBLIN

CHICAGO AUTO DEPOT INC

CHICAGO AUTO SOURCE INC

CHICAGO MOTORS INC

CHRIS CARROLL AUTOMOTIVE

CHRIS LEITH AUTOMOTIVE INC

CHRIS MOTORS AUTO SALES

CHRIS SPEARS PRESTIGE AUTO

CHRYSLER JEEP OF DAYTON

CINCINNATI AUTO WORKS

CIRCLE CITY ENTERPRISES, INC.

CITY AUTO SALES

CITY IMPORT GALLERY LLC

CITY MOTORS FLORIDA LLC

CITY STYLE IMPORTS INC

CITY TO CITY AUTO SALES, LLC

CITY USED CARS, INC

CJ’S AUTO STORE

CJ’S AUTO STORE WEST

CLARK CARS INC

CLARKSVILLE AUTO SALES

CLASSIC BUICK OLDSMOBILE

CLASSY AUTO SALES CORP

CLAY COOLEY TOYOTA OF HAZELWOO

CLEAN CARS

CLEARANCE AUTO STORE

CLEARWATER CARS INC

DEALER NAME

CLEARWATER TOYOTA

CLIFF & SONS AUTO SALES

CLIFT BUICK GMC

CMS AUTO BROKERS LLC

COASTAL AUTO GROUP INC. DBA

COASTAL AUTO, INC.

COBRA SALES LLC

COCONUT CREEK HYUNDAI

COGGIN HONDA

COGGIN NISSAN

COLE FORD LINCOLN LLC

COLE VALLEY MOTOR COMPANY

COLUMBUS AUTO RESALE, INC

COLUMBUS AUTO SOURCE

COLUMBUS AUTO WAREHOUSE LLC

COLUMBUS CAR TRADER

COMMONWEALTH DODGE LLC

CONCOURS AUTO SALES, INC.

CONEXION AUTO SALES

CONWAY HEATON INC

CONWAY IMPORTS AUTO SALES

COOK & REEVES CARS INC

COOK MOTOR COMPANY

COOKE’S AUTO SALES

COOK-WHITEHEAD FORD, INC

COPELAND MOTOR COMPANY

CORAL WAY AUTO SALES INC

CORLEW CHEVROLET CADILLAC OLDM

CORPORATE FLEET MANAGEMENT

CORTEZ MOTORS

COTTAGEVILLE MOTOR SALES INC

COUCH MOTORS LLC

COUGHLIN AUTOMOTIVE- PATASKALA

COUGHLIN CHEVROLET- NEWARK

COUGHLIN FORD OF CIRCLEVILLE

COUGHLIN LONDON AUTO INC

COUGLIN CHEVROLET BUICK CADILL

COUNTRY HILL MOTORS INC

COUNTRY HILL MOTORS, INC.

COUNTRYSIDE FORD OF CLEARWATER

COURTESY CHRYSLER DODGE JEEP

COURTESY CHRYSLER JEEP DODGE

COURTESY FORD

COURTESY NISSAN

DEALER NAME

COURTESY TOYOTA

COWBOYS WHOLESALE INC

COX AUTO SALES

COX CHEVROLET INC

COYLE CHEVROLET

CRABBS AUTO SALES

CRAIG & BISHOP, INC.

CRAIG & LANDRETH INC

CRAMER HONDA OF VENICE

CRAMER TOYOTA OF VENICE

CREDIT CARS USA

CREDIT MASTER AUTO SALE INC

CREDIT SOLUTION AUTO SALES INC

CREDIT UNION REMARKETING

CREDITXPRESS AUTO SALES INC

CRENCOR LEASING & SALES

CRESTMONT HYUNDAI, LLC

CRM MOTORS, INC.

CRONIC CHEVROLET OLDSMOBILE

CRONIC CHEVROLET, OLDSMOBILE-

CROSS KEYS AUTO INC

CROSSROADS AUTO SALES INC

CROSSROADS FORD INC

CROWN ACURA

CROWN AUTO & FLEET SERVICES

CROWN AUTO GROUP INC

CROWN AUTOS

CROWN BUICK GMC

CROWN EUROCARS INC

CROWN HONDA

CROWN KIA

CROWN MITSUBISHI

CROWN MOTORS INC

CROWN NISSAN

CRUISER AUTO SALES

CUNNINGHAM MOTORS

CURRIE MOTORS FRANKFORT INC

CURRY HONDA

CUSTOM CAR CARE

D & D ALL AMERICAN AUTO SALES

D & J MOTORS, INC.

DADE CITY AUTOMAX

DEALER NAME

DAILEYS USED CAR SALES LLC

DAN CUMMINS CHV BUICK PONTIAC

DAN TUCKER AUTO SALES

DANE’S AUTO SALES LLC

DAS AUTO

DAVCO AUTO LLC

DAVE SINCLAIR LINCOLN

DAVES JACKSON NISSAN

DAVID RICE AUTO SALES

DAVID SMITH AUTOLAND, INC.

DAWSONS AUTO & TRUCK SALES INC

DAYTON ANDREWS DODGE

DAYTON ANDREWS INC.

DBA AUTONATION CHEVROLET

DEACON JONES AUTO PARK

DEACON JONES NISSAN LLC

DEALERS CHOICE MOTOR COMPANY

DEALS 4 U AUTO LLC

DEALS ON WHEELS

DEALZ AUTO TRADE

DEALZ ON WHEELZ LLC

DEAN SELLERS, INC.

DEFOUW CHEVROLET, INC.

DELRAY HONDA

DELUCA TOYOTA INC

DELUXE MOTORS, INC.

DENNIS AUTO POINT

DENNY’S AUTO SALES, INC.

DEPENDABLE MOTOR VEHICLES INC

DEPUE AUTO SALES INC

DEREK MOTORCAR CO INC

DESTINYS AUTO SALES

DETROIT AUTO PARTS LLC

DETROIT II AUTOMOBILES

DEWEY BARBER’S F1 MOTORCARS

DEWITT MOTORS

DI LUSSO MOTORCARS

DIANE SAUER CHEVROLET, INC.

DICK BROOKS HONDA

DICK MASHETER FORD, INC.

DICK SCOTT NISSAN, INC.

DICK WICKSTROM CHEVROLET INC

DIMMITT CHEVROLET

DIRECT AUTO EXCHANGE, LLC

DEALER NAME

DIRECT MOTORSPORT LLC

DISCOUNT AUTO SALES

DISCOVERY AUTO CENTER LLC

DISCOVERY AUTO GROUP

DIVERSIFIED AUTO SALES

DIXIE IMPORT INC

DIXIE WAY MOTORS INC

DM MOTORS, INC.

DODGE OF ANTIOCH INC

DON AYERS PONTIAC INC

DON FRANKLIN CHEVROLET, BUICK

DON HINDS FORD, INC.

DON JACKSON CHRYSLER DODGE

DON JACKSON IMPORTS CARS INC

DON JOSEPH TOYOTA SCION

DON MARSHALL CHYSLER CENTER

DON MEALEY CHEVROLET

DON REID FORD INC.

DON WOOD AUTOMOTIVE LTD

DORAL CARS OUTLET

DOWNTOWN BEDFORD AUTO

DRAKE MOTOR COMPANY

DREAM AUTOS GARAGE

DRIVE NOW AUTO SALES

DRIVER SEAT AUTO SALES LLC

DRIVERIGHT AUTO SALES, INC.

DRIVEWAY MOTORS

DRIVEWAYCARS.COM

DRY RIDGE TOYOTA

DUBLIN CADILLAC NISSAN GMC

DUVAL CARS LLC

DUVAL FORD

DYNASTY MOTORS

E & R AUTO SALES INC

EAGLE LAKE CARS

EAGLE ONE AUTO SALES

EARL TINDOL FORD, INC.

EASLEY MITSUBISHI’S THE

EAST ANDERSON AUTO SALES

EAST BEACH AUTO SALES

EAST COAST SPORTS AND IMPORTS

EASTERN SHORE AUTO BROKERS INC

EASTGATE MOTORCARS, INC

EASY AUTO AND TRUCK

DEALER NAME

EASY FINANCE AUTO

EAZY RIDE AUTO SALES LLC

ECONO AUTO SALES INC

ECONOMIC AUTO SALES INC

ECONOMY MOTORS LLC

ECONOMY MOTORS, INC

ED MARTIN PONTIAC GMC

ED NAPLETON HONDA

ED TILLMAN AUTO SALES

ED VOYLES HONDA

ED VOYLES HYUNDAI

ED VOYLES KIA OF CHAMBLEE

EDDIE ANDRESON MOTORS

EDDIE MERCER AUTOMOTIVE

EDGE MOTORS

EDWARDS CHEVROLET CO

EJ’S QUALITY AUTO SALES, INC.

ELITE AUTO SALES OF MIAMI INC

ELITE AUTO SALES OF ORLANDO

ELITE AUTO WHOLESALE

ELITE AUTOMOTIVE GROUP

ELITE CAR SALES WEST INC

ELITE MOTORS, INC.

ELYRIA BUDGET AUTO SALES INC

EMJ AUTOMOTIVE REMARKETING

EMPIRE AUTO SALES & SERVICE

EMPIRE AUTOMOTIVE GROUP

ENON AUTO SALES

ENTERPRISE

ENTERPRISE CAR SALES

ENTERPRISE LEASING COMPANY

ERNEST MCCARTY FORD

ERNEST MOTORS, INC.

ERNIE PATTI AUTO LEASING &

ERWIN CHRYSLER PLYMOUTH DODGE

ESTERO BAY CHEVROLET INC

ESTLE CHEVROLET CADILLAC

EVANS AUTO SALES

EVERYDAY AUTO SALES

DEALER NAME

EXCEL AUTO SALES

EXCLUSIVE AUTOMOTIVE LLC

EXCLUSIVE MOTOR CARS LLC

EXCLUSIVE MOTORCARS LLC

EXECUTIVE AUTO SALES

EXECUTIVE CARS LLC

EXECUTIVE MOTORS

EXPRESS AUTO SALES

EXPRESS AUTO SALES LLC

EXPRESS MOTORS LLC

EXTREME DODGE DODGE TRUCK

EZ AUTO & TRUCK PLAZA II INC

E-Z WAY CAR SALES & RENTALS

FAIRLANE FORD SALES, INC.

FAITH MOTORS, INC.

FALCONE AUTOMOTIVE

FAME FINANCE COMPANY

FAMILY KIA

FANELLIS AUTO

FANTASTIC 4 AUTO SALES

FAST AUTO SALES, LLC

FASTLANE AUTO CREDIT INC

FENTON NISSAN OF BLUE SPRINGS

FENTON NISSAN OF LEE’S SUMMIT

FERMAN CHEVROLET

FERMAN CHRYSLER JEEP DODGE AT

FERMAN CHRYSLER PLYMOUTH

FERMAN NISSAN

FIAT OF SAVANNAH

FIAT OF SOUTH ATLANTA

FIAT OF WINTER HAVEN

FINDLAY CHRY DODGE JEEP RAM

FIREHOUSE MOTORS

FIRKINS C.P.J.S.

FIRKINS NISSAN

FIRST AUTO CREDIT

FIRST CHOICE AUTOMOTIVE INC

FIRST STOP AUTO SALES

FIRST UNION AUTOMOTIVE LLC

FISCHER NISSAN INC.

FITZGERALD MOTORS, INC.

FIVE STAR CAR & TRUCK

FIVE STAR DODGE

FIVE STARS SPORT CARS INC

DEALER NAME

FL PRICE BUSTER AUTO SALES

FLAMINGO AUTO SALES

FLETCHER CHRYSLER PRODUCTS INC

FLORENCE AUTO MART INC

FLORIDA AUTO EXCHANGE

FLORIDA CARS USA

FLORIDA FINE CARS INC

FLORIDA TRUCK SALES

FLOW COMPANIES OF BURLINGTON

FLOW HONDA

FLOW MOTORS

FMC AUTO SALES INC

FORD OF PORT RICHEY

FOREMAN MOTORS, INC.

FORT WALTON BEACH

FORT WAYNE AUTO CONNECTION LLC

FORT WAYNE NISSAN INFINITI

FORTUNE MOTOR GROUP

FRANK MYERS AUTO SALES, INC

FRANK SHOOP CHEVY BUICK PONTIA

FRED ANDERSON KIA

FRED ANDERSON NISSAN OF RALEIG

FREEDOM AUTO SALES

FREEDOM FORD, INC.

FREEWAY MOTORCARS, INC.

FRIENDLY FINANCE AUTO SALES

FRITZ ASSOCIATES

FRONTIER MOTORS INC

FRONTLINE AUTO SALES

FT. WALTON MITSUBISHI

G & J MOTORSPORTS INC

G & R AUTO SALES CORP

G & W MOTORS INC

G BROTHERS AUTO BROKERS INC

GABE ROWE NISSAN

GAINESVILLE MITSUBISHI

GANLEY CHEVROLET, INC

GANLEY CHRYSLER JEEP DODGE INC

GANLEY EAST, INC

GANLEY, INC

GARY SMITH FORD

GARY YEOMANS FORD

GARYS I-75 AUTO SALES LLC

GASTONIA NISSAN, INC

DEALER NAME

GATES CHEV PONT GMC BUICK

GATES NISSAN, LLC

GATEWAY AUTO PLAZA

GATEWAY AUTOMOTIVE SALES &

GATEWAY BUICK GMC

GATOR CHRYSLER-PLYMOUTH, INC.

GATOR TRUCK CENTER INC

GATORLAND TOYOTA

GENE GORMAN & ASSOC. INC. DBA

GENERAL AUTO LLC

GENTHE AUTOMOTIVE-EUREKA LLC

GEOFF ROGERS AUTOPLEX

GEORGE WEBER CHEVROLET CO

GEORGETOWN AUTO SALES

GEORGIA AUTO WORLD LLC

GEORGIA CHRYSLER DODGE

GERMAIN FORD

GERMAIN TOYOTA

GERWECK NISSAN

GET DOWN MOTORS INC

GETTEL HYUNDAI

GETTEL NISSAN OF SARASOTA

GETTEL TOYOTA

GINN MOTOR COMPANY

GLADSTONE AUTO INC

GLASSMAN OLDSMOBILE, INC.

GLEN BURNIE AUTO EXCHANGE, INC

GLENDALE CHRYSLER JEEP INC

GLENN BUICK GMC TRUCKS

GLOBAL AUTO EXPO INC

GLOBAL MOTORS INC

GLOBAL PRE-OWNED INC

GLOBE AUTO SALES

GLOVER AUTO SALES

GMOTORCARS INC

GMT AUTO SALES, INC

GOLDEN OLDIES

GOLLING CHRYSLER JEEP

GOOD BAD NO CREDIT AUTO SALES

GOOD CARS

GOOD MOTOR COMPANY

GOOD MOTOR COMPANY LLC

DEALER NAME

GOOD RIDES INC

GOOD TO GO AUTO SALES, INC.

GOODMAN CHEV OLDS CAD NISSAN

GR MOTOR COMPANY

GRACE AUTOMOTIVE LLC

GRAINGER NISSAN

GRANT CAR CONCEPTS

GRANT MOTORS CORP.

GRAVITY AUTOS ATLANTA

GRAVITY AUTOS ROSWELL

GREAT BRIDGE AUTO SALES

GREAT INVESTMENT MOTORS

GREAT LAKES CHRYSLER DODGE JEE

GREAT LAKES HYUNDAI, INC.

GREEN LIGHT CAR SALES

GREEN TREE TOYOTA

GREENLIGHT MOTORS, LLC

GREEN’S TOYOTA

GREENWISE MOTORS

GREER NISSAN

GREG SWEET CHEVY BUICK OLDS

GREG SWEET FORD INC

GRIFFIN FORD SALES, INC.

GRIMALDI AUTO SALES INC

GROGANS TOWNE CHRYSLER

GROUND ZERO MIAMI CORPORATION

GROW AUTO FINANCIAL INC

GTO AUTO SALES INC

GUARANTEE AUTOMAXX CORPORATION

GULF ATLANTIC WHOLESALE INC

GULF COAST AUTO BROKERS, INC.

GULF SOUTH AUTOMOTIVE

GUPTON MOTORS INC

GWINNETT PLACE NISSAN

GWINNETT SUZUKI

H & H AUTO SALES

HAGGERTY BUICK GMC INC

HAIMS MOTORS INC

HALLMAN AUTOMOTIVE

HAMILTON CHEVROLET INC

HAMMCO INC

HAMMERHEAD MOTORS LLC

DEALER NAME

HANNA IMPORTS

HANS AUTO

HAPPY AUTO MART

HAPPY CARS INC

HARBOR CITY AUTO SALES, INC.

HARBOR NISSAN

HARDIE’S USED CARS, LLC

HARDIN COUNTY HONDA

HARDY CHEVROLET

HARRIET SALLEY AUTO GROUP LLC

HARTLEY MOTORS INC

HATCHER’S AUTO SALES

HAVANA FORD INC.

HAWK FORD OF OAK LAWN

HAWKINSON NISSAN LLC

HEADQUARTER TOYOTA

HEARTLAND CHEVROLET

HEATH’S EXOTIC CARS AND

HENDERSONVILLE AUTO BROKERS

HENDRICK CHRYSLER DODGE JEEP

HENDRICK HONDA

HENDRICK HYUNDAI NORTH

HENDRICKSCARS.COM

HENNESSY MAZDA PONTIAC

HERITAGE AUTOMOTIVE GROUP

HERITAGE CADILLAC-OLDS, INC.

HERITAGE MOTOR COMPANY

HERITAGE NISSAN

HERRINGTON AUTOMOTIVE

HIBDON MOTOR SALES

HIGH Q AUTOMOTIVE CONSULTING

HIGHLINE IMPORTS, INC.

HIGHWAY 31 AUTO SALES LLC

HILL NISSAN INC

HILLTOP MOTORS

HILTON HEAD MITSUBISHI

HOGSTEN AUTO WHOLESALE

HOLIDAY MOTORS

HOLLYWOOD IMPORTS

HOLLYWOOD MOTOR CO #1

HOLLYWOOD MOTOR CO #3

HOLLYWOOD MOTOR SALES

HOMESTEAD MOTORS

HOMETOWN AUTO MART, INC

DEALER NAME

HONDA CARS OF BRADENTON

HONDA CARS OF ROCK HILL

HONDA MALL OF GEORGIA

HONDA MARYSVILLE

HONDA OF CONYERS

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

HOWARD AUTO GROUP

HT MOTORS INC

HUBERT VESTER CHEVROLET

HUBLER AUTO PLAZA

HUBLER FINANCE CENTER

HUBLER FORD LINCOLN MERCURY

HUBLER MAZDA SOUTH

HUDSON AUTO SALES

HUGH WHITE HONDA

HUNT AUTOMOTIVE, LLC

HUNTER SUBARU HYUNDAI

HUSTON MOTORS INC.

HUTCHINSON PONTIAC GMC

HWY 150 BUYERS WAY, INC.

HYMAN AUTO OUTLET, LLC

HYUNDAI OF BRADENTON

HYUNDAI OF GREER

HYUNDAI OF LOUISVILLE

HYUNDAI OF NICHOLASVILLE

HYUNDIA OF ORANGE PARK

HZF PLAINWELL

I 95 TOYOTA & SCION

I GOT A DEAL USED CARS

IDEAL AUTO

IDEAL USED CARS INC

DEALER NAME

IMAGINE CARS

IMPERIAL MOTORS

IMPERIAL SALES & LEASING INC

IMPEX AUTO SALES

IMPORT’S LTD

IMPORTS OF TIDEWATER II

INDIAN RIVER LEASING CO

INDY AUTO LAND LLC

INDY AUTO MAN LLC

INDY LUXURY AUTO

INTEGRITY AUTO PLAZA LLC

INTEGRITY AUTO SALES

INTEGRITY AUTO SALES INC

INTEGRITY AUTOMOTIVE

INTERCAR

INTERNATIONAL AUTO LIQUIDATORS

INTERNATIONAL AUTO OUTLET

INTERNATIONAL AUTO WHOLESALERS

INTERNATIONAL FINE CARS LLC

INTERSTATE MOTORS LLC

J & C AUTO SALES

J & J FINANCE AND LEASING INC

J & J MOTORS INC

J & M AFFORDABLE AUTO, INC.

J AND J MOTORSPORTS LLC

J&B AUTO SALES & BROKERAGE

J&M AUTOMOBILES CORP

J.W. TRUCK SALES, INC.

JACK DEMMER FORD, INC.

JACK MAXTON CHEVROLET INC

JACK MAXTON CHEVROLET, INC

JACK MAXTON USED CARS

JACK MILLER AUTO PLAZA LLC

JACK MILLER KIA

JACK STONES CREEKSIDE SALES

JACKIE MURPHY’S USED CARS

JACKSONVILLE AUTO SALES LLC

JADES AUTO SALE INC

JAKE SWEENEY CHEVROLET, INC

JAKE SWEENEY CHRYSLER JEEP

JAKES USED CARS LLC

JAKMAX

JARRARD PRE-OWNED VEHICLES

JARRETT FORD OF PLANT CITY

DEALER NAME

JARRETT GORDON FORD INC

JAX AUTO WHOLESALE, INC.

JAY CHEVROLET, INC

JAY HONDA

JAY WOLFE AUTO OUTLET

JAY WOLFE HONDA

JC AUTOMAX

JC LEWIS FORD, LLC

JDF AUTO

JEFF DRENNEN FORD

JEFF SCHMITT COLUMBUS INC

JEFF WYLEF CHEVROLET OF

JEFF WYLER DIXIE CHEVROLET

JEFF WYLER DIXIE HONDA

JEFFREY P. HYDER

JEFFREYS AUTO EXCHANGE

JEMS AUTO SALES INC

JENISON MOTOR SALES LLC

JENKINS ACURA

JENKINS NISSAN, INC.

JERRY HAGGERTY CHEVROLET INC

JERRY WILSON’S MOTOR CARS

JESSE’S AUTO SALES INC

JEWEL AUTO SALES

JIDD MOTORS INC

JIM BURKE NISSAN

JIM BUTLER AUTO PLAZA

JIM COGDILL DODGE CO

JIM DOUGLAS SALES AND SERVICE

JIM KEIM FORD

JIM M LADY OLDSMOBILE INC

JIM ORR AUTO SALES

JIM SKINNER FORD INC

JIM SOUTHWORTH FORD INC

JIM WHITE HONDA

JIM WOODS AUTOMOTIVE, INC.

JIMMIE VICKERS INC.

JIMMY SMITH PONTIAC BUICK GMC

JK AUTOMOTIVE GROUP LLC

JMC AUTO BROKERS INC

JODECO AUTO SALES

JOE FIRMENT CHEVROLET

JOE KIDD AUTOMOTIVE INC

JOE WINKLE’S AUTO SALES LLC

DEALER NAME

JOHN BELL USED CARS INC

JOHN BLEAKLEY FORD

JOHN HIESTER CHEVROLET

JOHN HINDERER HONDA

JOHN JENKINS, INC.

JOHN JONES AUTOMOTIVE

JOHN SNYDER AUTO MART, INC.

JOHNNY WRIGHT AUTO SALES LLC

JOHNNYS MOTOR CARS LLC

JOHNSON AUTOPLEX

JOHNSON HYUNDAI OF CARY INC

JOSEPH CHEVROLET OLDSMOBILE CO

JOSEPH MOTORS

JOSEPH TOYOTA INC.

JPL AUTO EMPIRE

JT AUTO INC.

JULIANS AUTO SHOWCASE, INC.

JUST-IN-TIME AUTO SALES INC

K & M SUZUKI

K T AUTO SALES LLC

KACHAR’S USED CARS, INC.

KAHLER AUTO SALES LLC

KALER LEASING SERVICES INC

KARGAR, INC.

KASPER CHRYSLER DODGE JEEP

KATHY’S KARS

KC TREND AUTO

KCK AUTO SALES

KDK AUTO BROKERS

KEFFER PRE-OWNED SOUTH

KEFFER VOLKSWAGEN

KEITH HAWTHORNE HYUNDAI, LLC

KEITH PIERSON TOYOTA

KELLEY BUICK GMC INC

KELLY & KELLY INVESTMENT CO IN

KELLY FORD

KEN GANLEY NISSAN INC

KEN LUGIBIHL AUTO & TRUCK

KENDALL MITSUBISHI

KENDALL TOYOTA

KENNYS AUTO SALES, INC

KEN’S AUTOS

KENS KARS

KERRY TOYOTA

DEALER NAME

KEY CHRYLSER PLYMOUTH INC

KIA ATLANTA SOUTH

KIA AUTO SPORT

KIA COUNTRY OF SAVANNAH

KIA OF CANTON

KIA OF GASTONIA

KIA TOWN CENTER

KIN FOLK AUTO SALES

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

KIRTLAND CAR COMPANY, INC.

KISTLER FORD, INC

KLASSIC CARS LLC

KMAX INC

KNAPP MOTORS

KNE MOTORS, INC.

KNH WHOLESALE

KNOX BUDGET CAR SALES & RENTAL

KOE-MAK CORP

KOETTING FORD INC

KUHN MORGAN TOYOTA SCION

KUNES COUNTY FORD OF ANTIOCH

LA AUTO STAR, INC.

LAFONTAINE AUTO GROUP

LAGRANGE MOTORS

LAKE HARTWELL HYUNDAI

LAKE NISSAN SALES, INC.

LAKE NORMAN MOTORS LLC

LAKE PLACID MOTOR CAR, INC

LAKE ST LOUIS AUTO

LAKE WALES CHRSYLER DODGE

LAKELAND AUTO MALL

LAKELAND TOYOTA INC.

LAKESIDE MOTORS

LALLY ORANGE BUICK PONTIAC GMC

LANCASTER AUTOMOTIVE

LANCASTERS AUTO SALES, INC.

DEALER NAME

LANDERS MCLARTY SUBARU

LANDMARK AUTO INC

LANDMARK CDJ OF MONROE, LLC

LANDMARK MOTOR COMPANY

LANE 1 MOTORS

LANG CHEVROLET COMPANY

LANIGAN’S AUTO SALES

LARICHE CHEVROLET

LARRY JAY IMPORTS, INC

LARRY ROESCH-CHRYSLER JEEP INC

LASCO FORD INC

LATIN MOTORS INTERNATIONAL LLC

LAWRENCEBURG CHEVROLET INC

LCA AUTO WHOLESALES, LTD

LEBANON FORD LINCOLN

LEE’S AUTO SALES, INC

LEG MOTORS LLC

LEGENDS AUTO MART

LEITH MITSUBISHI

LEITH PREOWNED

LEXUS OF SARASOTA

LEXUS RIVER CENTER

LGE CORP

LIBERTY AUTO CITY INC

LIBERTY AUTO OUTLET INC

LIBERTY FORD SOLON, INC.

LIBERTY FORD, INC

LIBERTY MOTORS LLC

LIBERTY USED MOTORS INC

LIBERTYVILLE CHEVROLET LLC

LIGHTHOUSE AUTO SALES

LIONS MOTORS CORP

LIPTON TOYOTA

LMN AUTO INC

LOCHMANDY AUTOS

LOKEY NISSAN

LONDOFF JOHNNY CHEVROLET INC

LONGSTREET AUTO

LONGWOOD KIA MITSUBISHI

LOU FUSZ MITSUBISHI ST. PETERS

LOU FUSZ MOTOR CO

LOUDON MOTORS, INC

LOVELADY MOTOR COMPANY INC

LUCKY CARS

DEALER NAME

LUCKY LINE MOTORS INC

LUCKY MOTORS OF TAMPA INC

LUXOR AUTOMOTIVE INC

LUXURY AUTO DEPOT

LUXURY AUTO LINE LLC

LUXURY CARS & FINANCIAL, INC.

LUXURY CARS OUTLET

LUXURY FLEET LEASING LLC

LUXURY IMPORTS AUTO SALES

LUXURY IMPORTS OF NASHVILLE

LUXURY MOTOR CAR COMPANY

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.

M & S AUTO SALES

M.D.V. INTERNATIONAL AUTO CORP

MA & PAS AUTO SALES & SERVICE

MACATAWA AUTO & FINANCE CO

MACHADO AUTO SELL LLC

MAGIC IMPORTS OF

MAGIC MOTORS CENTER

MAHER CHEVROLET INC

MAINLAND AUTO SALES INC

MAINSTREET AUTOMART LLC

MALOY AUTOMOTIVE LLC

MAN OF GOD AUTO SALES LLC

MANASSAS AUTO TRUCK & TRACTOR

MANASSAS AUTOMOBILE GALLERY

MARANATHA AUTO

MARCH MOTORS INC.

MARCHANT CHEVROLET INC

MARIETTA AUTO MALL CENTER

MARIETTA AUTO SALES

MARK SWEENEY BUICK PONTIAC GMC

MARK THOMAS FORD

MARKAL MOTORS INC

MARKS AUTO SALES

MARLOZ OF HIGH POINT

MARSHALL FORD

MARTINS USED CARS INC

DEALER NAME

MARTY FELDMAN CHEVY

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 MOTORS 2 INC

MATTHEWS MOTORS INC.

MAXIE PRICE CHEVROLETS OLDS,

MAXIMUM DEALS, INC.

MAXKARS MOTORS

MAYSVILLE AUTO SALES

MAZDA SAAB OF BEDFORD

MC AUTO

MCABEE MOTORS

MCCLUSKY AUTOMOTIVE LLC

MCDONALD GMC CADILLAC INC

MCFADDEN FRIENDLY MOTORS INC

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.

MD AUTO GROUP LLC

MEADE BROTHERS AUTO LLC

MECHANICSVILLE TOYOTA

MEDINA AUTO BROKERS

MEDLIN MOTORS, INC.

MEGA AUTO SALES LLC

MELRAY MOTORS CORP

MELROSE PARK AUTO MALL

MEMBERS SALES AND LEASING INC

MENTOR NISSAN

MERCEDES- BENZ OF BEDFORD

MERLIN AUTOS LLC

METRO HONDA

METRO KIA

DEALER NAME

METRO USED CARS

METROCARS MIAMI

MGM AUTO SALES

MGM AUTO SALES INC

MIA REPOS LLC

MIAMI AUTO SHOW LLC

MIAMI AUTO WHOLESALE

MIAMI CARS INTERNATIONAL INC

MICHAEL’S AUTO SALES CORP

MICHAEL’S IMPORTS

MID AMERICA AUTO EXCHANGE INC

MID AMERICA AUTO GROUP

MID ATLANTIC AUTO SALES INC

MID CITY MOTORS OF LEE COUNTY

MID LAKE MOTORS 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

MIGENTE MOTORS INC

MIKE ANDERSON USED CAR SUPER

MIKE BASS FORD

MIKE CASTRUCCI FORD OF ALEX

MIKE CASTRUCCI FORD SALES

MIKE PRUITT HONDA, INC

MIKE WILSON CHEVROLET

MIKES TRUCKS AND CARS

MILES AUTO SALES

MILESTONE MOTORS, L.L.C.

MILLENIUM AUTO SALES

MILTON DODGE CHRYSLER JEEP

MILTON MARTIN HONDA

MINIVAN SOURCE, INC.

MINT AUTO SALES

MINTON MOTOR CARS II LP

MIRA AUTO SALES LLC

DEALER NAME

MIRACLE CHRYSLER DODGE JEEP

MITCHELL COUNTY FORD LLC

MITCHELL MOTOR COMPANY INC

MITCHELL MOTORS

MJ AUTO SALES

MLC MOTORCARS

MNS AUTO LLC

MODERN CHEVROLET

MODERN CORP

MODERN TOYOTA

MONARCH CAR CORP

MONROE DODGE/CHRYSLER INC.

MONZON AUTO SALES INC

MOODY MOTORS

MORNING STAR MOTORS

MORRIS IMPORTS LLC

MORRISVILLE AUTO SALES

MORROWS AUTO SALES

MOTOR CAR CONCEPTS II

MOTOR CARS HONDA

MOTORCARS

MOTORCARS TOYOTA

MOTORMART LLC

MOTORMAX OF GRAND RAPIDS

MOTORS DRIVEN INC

MOTORSALESDIRECT.COM

MOTORSPORTS UNLIMITED INC

MOTORVATION MOTOR CARS

MR DEALS AUTO SALES & SERVICE

MR WHOLESALER INC

MULLEN AUTO SALES LLC

MULLINAX FORD OF PALM BEACH

MURPHY AUTO CENTER OF

MURRAY’S USED CARS

MY CAR LLC

MYEZAUTOBROKER.COM LLC

MYLENBUSCH AUTO SOURCE LLC

N & D AUTO SALES, INC.

N T I

NALLEY HONDA

NAPLETON’S HYUNDAI

NAPLETON’S MID RIVERS CHRYSLER

NAPLETONS NISSAN/NAPLETONS

DEALER NAME

NAPLETON’S RIVER OAKS CHRYSLER

NAPLETON’S RIVER OAKS KIA

NASH CHEVROLET COMPANY

NATIONAL ADVANCE CORP

NATIONAL AUTO CREDIT INC

NATIONAL AUTOMOTIVE, INC

NATIONAL CAR MART, INC

NATIONAL MOTORS, INC.

NATIONAL ROAD AUTOMOTIVE LLC

NATIONWIDE AUTOMOTIVE GROUP

NEIL HUFFMAN VW

NELSON AUTO SALES

NELSON MAZDA

NEUHOFF AUTO SALES

NEW CARLISLE CHRYSLER JEEP

NEW GENERATION MOTORS INC

NEWPORT AUTO GROUP

NEWPORT UNIVERSAL GROUP CORP

NEWTON’S AUTO SALES, INC.

NEXT CAR INC

NEXT GEAR AUTOMOTIVE LLC

NICE AUTO GROUP LLC

NICHOLAS DATA SERVICES, INC.

NICHOLS DODGE, INC.

NICK MAYER LINCOLN MERCURY INC

NICK MAYERS MARSHALL FORD LINC

NICKS AUTO MART

NIMNICHT PONTIAC

NISSAN OF MELBOURNE

NISSAN ON NICHOLASVILLE

NORTH ATLANTA AUTO SUPERSTORE

NORTH ATLANTA MOTORS LLC

NORTH BROTHERS FORD, INC

NORTHEND MOTORS INC

NORTHPOINTE AUTO SALES

NORTHSIDE AUTO

NORTHTOWNE MOTORS

NORTHWEST MOTORS INC

NOURSE CHILLICOTHE

NUMBER ONE IN RADIO ALARMS INC

NUOVO INIZIO OF FLORIDA, INC.

O C WELCH FORD LINCOLN MERCURY

OAKES AUTO INC

DEALER NAME

OBRIEN FORD MERCURY

OCEAN HONDA

O’CONNORS AUTO OUTLER

O’DANIEL AUTOMART INC

OFF LEASE FINANCIAL, INC.

OFFLEASE AUTOMART LLC

O’HARE MOTOR CARS

OHIO AUTO CREDIT

OHIO AUTO SALES

OHIO AUTO WAREHOUSE

OKOLONA MOTOR SALES

OLATHE FORD SALES, INC.

OLD SOUTH SALES INC.

OLDHAM MOTOR COMPANY LLC

OLYMPIC SALES & SERVICE

ON THE ROAD AGAIN, INC.

ON TRACK AUTO MALL, INC.

ONYX MOTORS

ORANGE PARK AUTO MALL

ORANGE PARK DODGE

ORANGE PARK TRUCKS

ORLANDO AUTOS

ORLANDO HYUNDAI

OSCAR MOTORS CORPORATION

OT AUTO SALES

OV AUTO FARM

OVERFLOW MOTORS LLC

OXMOOR CHRYSLER DODGE JEEP RAM

OXMOOR FORD LINCOLN MERCURY

OXMOOR TOYOTA

P & G FINANCE & AUTO SALES

P & P AUTOMOTIVE LLC

PACE CAR

PACE CHEVROLET BUICK GMC

PALM BAY FORD

PALM BAY MOTORS

PALM BEACH AUTO DIRECT

PALM CHEVROLET

PALM KIA

PALMETTO 57 NISSAN

PALMETTO FORD

PALMETTO WHOLESALE MOTORS

PANAMA CITY AUTOMOTIVE

PAQUET AUTO SALES

DEALER NAME

PARADISE MOTOR SPORTS

PARAMOUNT AUTO

PARK AUTO MALL, INC

PARK AUTO PLAZA LLC

PARKS AUTOMOTIVE, INC

PARKWAY FORD, INC.

PARKWAY MITSUBISHI

PARKWAY MOTORS INC

PATRIOT AUTOMOTIVE LLC

PAUL CERAME KIA

PAUL CLARK ENTERPRISES INC

PAUL MILLER FORD, INC.

PAYLESS AUTO DEALS LLC

PAYLESS AUTO OF TULLAHOMA

PAYLESS CARS SALES GREENSBORO

PAYLESS MOTORS LLC

PCT ENTERPRISES OF FLORIDA LLC

PEAK AUTOMOTIVE

PEGGY’S AUTO SALES

PELHAM’S AUTO SALES

PENNINGTON AUTOMOTIVE

PENSACOLA AUTO BROKERS, INC

PEREZ SALES & SERVICE, 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

PHENOMENAL ENTERPRISES LLC

PHILIP MOTORS INC

PHILLIPS BUICK PONTIAC GMC INC

PHILLIPS TOYOTA

PHOENIX MOTORS

PHOENIX SPECIALTY MOTORS CORP

PIEDMONT AUTO SALES INC

PILES CHEV-OLDS-PONT-BUICK

PINEVILLE IMPORTS

PINNACLE AUTO SALES

PLAINFIELD AUTO SALES, INC.

PLAINFIELD FAMILY AUTO & REPAI

PLATINA CARS AND TRUCKS INC

DEALER NAME

PLATINUM AUTO EXCHANGE INC

PLATTNER’S

PLAZA LINCOLN MERCURY

PLAZA MOTORS, INC.

PLAZA PONTIAC BUICK GMC INC

POGUE CHEVROLET INC

PORT MOTORS

PORTAL AUTOMOTIVE INC

POWER PONTIAC GMC OLDSMOBILE

POWERBUY MOTORS

PRADO AUTO SALES

PRECISION AUTO CENTER

PREFERRED AUTO

PREMIER AUTO BROKERS, INC.

PREMIER AUTO EXCHANGE

PREMIER AUTO GROUP

PREMIER AUTO SALES

PREMIER FORD LINCOLN MERCURY

PREMIER MAZDA/CDJ AUTOMOTIVE

PREMIERE CHEVROLET, INC.

PREMIUM AUTO BY RENT

PREMIUM MOTORS LLC

PREMIUM MOTORS OF FLORIDA LLC

PRESTIGE AUTO BROKERS

PRESTIGE AUTO EXCHANGE

PRESTIGE AUTO MALL

PRESTIGE AUTO SALES II INC

PRESTIGE ECONOMY CARS INC

PRESTIGE MOTORS

PRESTIGE MOTORS OF VIERA

PRESTON AUTO OUTLET

PRICE RIGHT STERLING HEIGHTS

PRICED RIGHT AUTO, INC.

PRICED RIGHT CARS, INC

PRIDE AUTO SALES

PRIME MOTORS INC

PRIME MOTORS, INC.

PROCAR

PROFESSIONAL AUTO SALES

PT AUTO WHOLESALE

Q AUTOMOTIVE BRANDON FL LLC

QUALITY IMPORTS

QUALITY MOTORS

DEALER NAME

QUALITY MOTORS LLC

QUALITY USED CARS LLC

R & B CAR COMPANY

R & Z AUTO SALES

R AND R MOTORS

R.K. CHEVROLET

RADER CAR CO INC

RAMOS AUTO LLC

RAMSEY MOTORS

RANDY MARION CHEVROLET OF

RANKL & RIES MOTORCARS, INC

RAY CHEVROLET

RAY LAETHEM BUICK GMC INC

RAY PEARMAN LINCOLN MERCURY

RAY SKILLMAN CHEVROLET

RAY SKILLMAN EASTSIDE

RAY SKILLMAN FORD INC.

RAY SKILLMAN NORTHEAST BUICK G

RAY SKILLMAN OLDSMOBILE AND

RAY SKILLMAN USED CAR

RAY SKILLMAN WESTSIDE

RAYMOND CHEVROLET KIA

RC AUTO CREDIT

RE BARBER FORD INC

REALITY AUTO SALES INC

REGAL PONTIAC, INC.

REGIONAL WHOLESALE

REID’S AUTO CONNECTION

REIDSVILLE NISSAN INC

REINEKE FORD LINCOLN MERCURY

RELIABLE TRUCK SALES

RENEWIT CAR CARE

REVOLUTION MOTORS LLC

RICART FORD USED

RICE AUTO SALES

RICH AUTO SALES LTD

RICHARD HUGES AUTO SALES

RICHARD KAY AUTOMOTIVE

RICK CASE CARS INC

RICK CASE MOTORS, INC.

RICK HENDRICK CHEVROLET

RICK HILL NISSAN INC

RICK MATTHEWS BUICK PONTIAC

RICKS AUTO SALES

DEALER NAME

RIDE TIME, INC.

RIGHT HOUR AUTO SALES INC

RIGHTWAY AUTOMOTIVE CREDIT

RIO AUTO GROUP

RIOS MOTORS

RIVER CITY AUTO SALES INC

RIVERCHASE KIA

RIVERGATE TOYOTA

RIVERSIDE MOTORS, INC

RIVERVIEW AUTO & WATERCRAFT

RIVIERA AUTO SALES SOUTH, INC.

RJ’S AUTO SALES

RML HUNTSVILLE AL AUTOMOTIVE

ROAD MASTER AUTO SALES LLC

ROB CO AUTOMOTIVE LLC

ROB PARTELO’S WINNERS

ROBERT-ROBINSON CHEVROLET

ROBERTS COMPANY MOTOR MART LLC

ROCK ROAD AUTO PLAZA

ROGER WILLIAMS AUTO SALES

ROGER WILSON MOTORS INC

ROME MOTOR SALES

ROSE AUTOMOTIVE INC

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

ROUTE 4 BUDGET AUTO

ROY O’BRIEN, INC

ROYAL AUTO SALES

ROYAL AUTOTEC INC

ROYAL FAMILY MOTORS INC

RP AUTOMOTIVE LLC

RPM AUTO SALES

RT 177 AUTO SALES INC

DEALER NAME

RUSSELL AUTO SALES

S & M AUTO BROKERS INC

S ANDREWS AUTO SALES INC

S S & M AUTOMOTIVE

S S AUTO INC

SAM GALLOWAY FORD INC.

SANDOVAL BUICK GMC INC

SANDY’S AUTO SALES LLC

SANSING CHEVROLET, INC

SAPAUGH MOTORS INC

SAULS MOTOR COMPANY, INC.

SAVANNAH AUTO

SAVANNAH AUTOMOTIVE GROUP

SAVANNAH HYUNDAI

SAVANNAH SPORTS AND IMPORTS

SAVANNAH TOYOTA & SCION

SCANLON IMPORTS, INC.

SCHAFFER MOTOR SALES INC

SCHAUMBURG HYUNDAI

SCHIRRAS AUTO INC

SELECT AUTO

SELECT AUTO GROUP LLC

SELECT AUTO NETWORK LLC

SELECT AUTO SALES

SELECT MOTORS OF TAMPA INC.

SERRA AUTOMAX - DEACTIVATED

SEVERITY MOTORSPORTS INC

SHAD MITSUBISHI

SHAFER PREFERRED MOTORS INC

SHARP CARS OF INDY

SHAWNEE MOTORS GROUP

SHEEHAN PONTIAC

SHEEHY FORD INC

SHEEHY GLEN BURNIE INC.

SHELBYVILLE CHRYSLER PRODUCTS

SHERDAN ENTERPRISES LLC

SHERMAN DODGE

SHERWOOD OF SALISBURY INC

SHOALS UNIVERSITY KIA

SHOOK AUTO INC

SHORELINE AUTO CENTER INC

SHOW ME AUTO MALL INC

SHOWCASE AUTOS, INC

SHUTT ENTERPRISES INC

DEALER NAME

SIESTACARS.COM LLC

SIGN & DRIVE AUTO SALES LLC

SIGN & DRIVE MOTORS LLC

SIGNATURE MOTORS USA LLC

SIMON SAYS ETC CORP

SIMPLE AUTO IMPORTS

SIMS BUICK GMC NISSAN

SINA AUTO SALES, INC.

SINCLAIR DAVE LINCOLN MERCURY

SMH AUTO

SMITH MOTORS LLC

SOMERSET MOTORS

SOURCE AUTOMOTIVE INC

SOUTH 71 AUTO SALES

SOUTH BEACH MOTOR CARS

SOUTH CHARLOTTE PREOWNED AUTO

SOUTH COUNTY AUTO PLAZA

SOUTH I-75 CHRYSLER DODGE JEEP

SOUTH MIAMI FIAT

SOUTH MOTORS HONDA

SOUTHEAST JEEP EAGLE

SOUTHERN CARS

SOUTHERN CHEVROLET

SOUTHERN DODGE CHRY JP RAM @ N

SOUTHERN MOTOR COMPANY

SOUTHERN STAR AUTOMOTIVE

SOUTHERN STATES HYUNDAI

SOUTHERN TRUST AUTO GROUP

SOUTHERN TRUST AUTO SALES

SOUTHFIELD JEEP-EAGLE, INC.

SOUTHGATE FORD

SOUTHPORT MOTORS

SOUTHTOWN MOTORS

SOUTHWEST AUTO SALES

SPACE & ROCKET AUTO SALES

SPIRIT CHEVROLET-BUICK INC.

SPITZER DODGE

SPITZER KIA

SPITZER MOTOR CITY

SPORT MITSUBISHI

SPORTS AND IMPORTS, INC.

SPORTS CENTER IMPORTS INC

SRQ AUTO LLC

DEALER NAME

STANFIELD AUTO SALES

STANFORD MOTOR VEHICLES LLC

STAN’S CAR SALES

STAR AUTOMOTIVE INC

STAR MOTORS

STARK AUTO GROUP

STARK AUTO SALES

STARMOUNT MOTORS LLC

STARRS CARS AND TRUCKS, INC

STATE AUT GROUP LLC

STATELINE CHRYSLER DODGE JEEP

STEARNS MOTORS OF NAPLES

STEELY LEASE SALES

STEPHEN A FINN AUTO BROKER

STERLING AUTO SALES

STEVE AUSTINS AUTO GROUP INC

STEVE RAYMAN CHEVROLET, LLC

STEWART AUTO GROUP OF

STEWART MOTORS

STIENER AUTOMOTIVE GROUP II

STL CAR CREDIT

STOKES BROWN TOYOTA SCION

STOKES HONDA CARS OF BEAUFORT

STOKES KIA

STOKES USED CAR CENTER

STONE MOUNTAIN NISSAN

STOUT SALES

STRICKLAND AUTOMOTIVE INC

STYKEMAIN CHEVROLET PONTIAC

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

SUMTER CARS & TRUCKS

SUN HONDA

DEALER NAME

SUN TOYOTA

SUNNY FLORIDA MOTORS, INC.

SUNRAY AUTO SALES INC

SUNRISE AUTOMOTIVE

SUNRISE CHEVROLET

SUNSET MOTORS

SUNSHINE AUTO BROKERS INC

SUNSTATE FORD

SUNTRUP NISSAN VOLKSWAGEN

SUPER AUTO SALES

SUPER AUTOS MIAMI

SUPER DEAL AUTO SALES LLC

SUPERCARS OF CAROLINAS LLC

SUPERIOR ACURA

SUPERIOR CHEVROLET

SUPERIOR KIA

SUPERIOR PONTIAC BUICK GMC,INC

SUPREME CARRIAGE LLC

SUPREME MOTORS OF NASHVILLE

SUSAN SCHEIN CHRYSLER PLYMOUTH

SUSKI CHEVROLET BUICK INC

SUTHERLAND CHEVROLET INC

SUTHERLIN NISSAN OF FT. MYERS

SUZUKI OF NASHVILLE

SVG MOTORS LLC

SW PREMIER MOTOR GROUP INC

SWANNS RENTAL AND SALES INC

SWEENEY BUICK PONTIAC GMC

T & T MOTORS

TAMERON AUTOMOTIVE GROUP

TAMIAMI FORD, INC.

TAMPA AUTO SOURCE INC

TAMPA HONDA

TAMPABAYAUTOS.NET

TARGET AUTOMOTIVE

TAYLOR AUTO SALES INC.

TAYLOR MORGAN INC

TAYLOR’S AUTO SALES

TAZ AUTO UNLIMITED INC

TEAM AUTO INC

TEAM AUTOMOTIVE

TEAM NISSAN OF MARIETTA

TED CIANOS USED CAR CENTER

TENA AUTOMOTIVE LLC

DEALER NAME

TENNESSEE AUTO SALES

TENNESSEE AUTOPLEX, LLC

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 STORE

THE AUTOBLOCK

THE BOULEVARD CAR LOT

THE CAR BARN

THE CAR CABANA OF

THE CAR CENTER

THE CAR COMPANY

THE CAR COMPANY SUZUKI

THE CAR CONNECTION, INC.

THE CAR EXCHANGE

THE CAR GUYS INC

THE CAR MAN LLC

THE CAR SHOPPE LLC

THE CAR STATION LLC

THE CAR STORE

THE LUXURY AUTOHAUS INC.

THE MINIVAN STORE

THE MONTGOMERY GROUP LLC

THE REPO STORE

THE RITE CAR

THE WHOLESALE OUTLET INC

THOMAS & SON INC.

THOMAS OF CAIRO, CHEV, PONT

THOMASVILLE TOYOTA

THORNTON CHEVROLET, INC

THORNTON ROAD HYUNDAI

THOROUGHBRED FORD INC

THRIFTY OF GRAND RAPIDS

TIDE AUTOS INC

TIFFIN FORD LINCOLN MERCURY

TILLMAN AUTO LLC

TIM FRENCH SUPER STORES, LLC

DEALER NAME

TIM LALLY CHEVROLET, INC

TIM SHORT CHEVY BUICK GMC OF

TIM TOMLIN AUTOMOTIVE GROUP

TIME TO BUY LLC

TINCHER AUTO GROUP

TINPUSHER LLC

TKP AUTO SALES INC

TNT AUTO SALES INC

TOM EDWARDS, INC

TOM GILL CHEVROLET

TOM HOLZER FORD

TOM STENHOUWER AUTO SALES INC

TOM WOOD FORD

TOMLINSON MOTOR COMPANY OF

TONY ON WHEELS INC

TOP CHOICE AUTO

TOP GUN AUTO SALES LLC

TOP HAT IMPORTS LLC

TOP NOTCH AUTO BROKERS INC

TOPLINE CARS CORP

TOTAL CYCLE CARE INC

TOURBILLION AUTO GROUP LLC

TOWN & COUNTRY AUTO & TRUCK

TOWN & COUNTRY AUTO SALES, LLC

TOWN & COUNTRY FORD, INC.

TOWN & COUNTRY MOTORS II

TOWNE EAST AUTO

TOWNSEND IMPORTS

TOWNSEND MOTORS, INC

TOYOTA OF CINCINNATI

TOYOTA OF GASTONIA

TOYOTA OF GREENVILLE, INC

TOYOTA OF HOLLYWOOD

TOYOTA OF LAKEWOOD

TOYOTA OF LOUISVILLE, INC.

TOYOTA OF MCDONOUGH

TOYOTA OF MUNCIE

TOYOTA OF TAMPA BAY

TOYOTA ON NICHOLASVILLE

TOYOTA WEST/SCION WEST

TRAVERS AUTOMOTIVE INC

TRI STATE USED AUTO SALES

TRIAD AUTOPLEX

DEALER NAME

TRI-CITY AUTO MART

TRI-COUNTY MOTORS

TRINITY AUTOMOTIVE

TRIPLE C AUTO INC

TRIPLE D MOTORS LLC

TROPICAL AUTO OUTLET

TROPICAL AUTO SALES

TROY FORD INC

TRUCK TOWN INC

TRUSSVILLE WHOLESALE AUTOS

TRUST US AUTO SALES LLC

TRYON AUTO MALL

TWIN CITY CARS INC

TWISTED METAL MOTORS LLC

TYLER AUTOMOTIVE GROUP INC

U.S. AUTO GROUP, INC.

U-DRIVE AUTO LLC

ULTIMATE AUTO DEALS INC

ULTIMATE IMAGE AUTO, INC

UNITED AUTO SALES

UNITED LUXURY MOTORS LLC

UNITED VEHICLE SALES

UNIVERSAL AUTO PLAZA

UNIVERSAL AUTO PLAZA LLC

UNIVERSITY FORD NORTH

UNIVERSITY HYUNDAI OF DECATUR

UNIVERSITY KIA

UNLIMITED AUTO GROUP INC

UNLIMITED AUTOMOTIVE

UNLIMITED MOTORS

UPPER MARLBORO FORD LLC

UPSTATE LIL BOYZ TOYZ LLC

US 1 CHRYSLER DODGE JEEP

USA AUTO & LENDING INC

USA AUTO & TRUCK

USA CHOPPERS

USA MOTORCARS

USED CAR FACTORY INC

USED CAR SUPERMARKET

USED CARS FORSALE LLC

V & S AUTO SALES LLC

V & V AUTO CENTER INC

DEALER NAME

VA CARS INC

VADEN NISSAN, INC.

VAN PAEMEL SALES

VANN YORK BARGAIN CARS LLC

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

VIC BAILEY HONDA, INC.

VICKERS AUTOMOTIVE INC

VICTORIA MOTORS, LLC

VICTORY AUTO EXPRESS INC

VICTORY AUTO INC

VICTORY CHEVROLET BUICK

VICTORY CHEVROLET LLC

VICTORY HONDA OF MONROE

VICTORY MOTOR SALES INC

VIDAH MOTORSPORTS

VILLAGE AUTOMOTIVE

VIN DEVERS, INC

VINCE WHIBBS PONTIAC-GMC

VININGS ENTERPRISES INC

VINUP MOTORS

VIP AUTO ENTERPRISES INC

VIP AUTO GROUP, INC.

VIP ONE IMPORTS INC

VIRGINA MOTOR CO.

VIRGINIA DIRECT AUTO INC

VOGUE MOTOR CO INC

VOLUSIA AUTO SALES

VOLVO OF FT. MYERS

VULCAN MOTORS LLC

W & S AUTO CENTER INC

WABASH AUTO CARE INC

WADE FORD INC

WAGNER SUBARU

WALDEN AUTOMOTIVE ENTERPRISES

WALDROP MOTORS INC

WALKER FORD CO., INC.

DEALER NAME

WALT SWEENEY FORD, INC

WALTERBORO MOTOR SALES

WALTERS AUTO SALES AND RENTALS

WALT’S LIVE OAK FORD

WANTED WHEELS INC

WASHINGTON BLVD MOTORS

WAYNE AKERS FORD INC.

WAYNESVILLE AUTO MART

WEB AUTO BROKERS

WEBBER AUTOMOTIVE LLC

WEBER CHEVROLET CO

WEINE AUTO SALES EAST

WEINLE AUTO SALES

WEST BROTHERS FORD INC

WEST CLAY MOTOR COMPANY LLC

WEST HIGH AUTO LLC

WEST KENDALL TOYOTA

WEST MAIN MOTORS

WEST SIDE TOYOTA

WHEELS & DEALS AUTO SALES

WHEELS & DEALS AUTO SALES OF

WHEELS AUTO SALES

WHITE FORD CO., INC.

WHITEWATER MOTOR COMPANY INC

WHOLESALE AUTO BROKERS INC

WHOLESALE, INC

WILDCAT AUTO SALES

WILDWOOD MOTORS

WILLETT HONDA SOUTH

WILLS MOTOR SALES

WINDSOR AUTO SALES

WINTER PARK AUTO EXCHANGE INC

WINTER PARK AUTO MALL CORP

WMD MOTORS INC

WONDERGEM, INC

WOODBRIDGE MOTORS, INC.

WOODY ANDERSON FORD

WOODY SANDER FORD, INC.

WORLD AUTO NETWORK INC

WORLD AUTO, INC.

WORLD CAR CENTER & FINANCING

WORLDWIDE MOTORS LLC

WORLEY AUTO SALES

WOW CAR COMPANY

DEALER NAME

WRIGHT’S AUTO SALES

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

YESHUA AUTO SALES LLC

YOU SELECT AUTO SALES LLC

YOUR DEAL AUTOMOTIVE

YOUR KAR CO INC

ZEIGLER CHEVROLET LLC

ZOMBIE JOHNS KILLER DEALS LLC

Exhibit 10.16

EXECUTION VERSION

AMENDMENT NO. 4 TO LOAN AGREEMENT

THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of January 30, 2015 (this “ Amendment ”), is among NICHOLAS FINANCIAL, INC., a Florida corporation (the “ Borrower ”), BANK OF AMERICA, N.A., in its capacity as agent (in such capacity, the “ Agent ”), and each of the Lenders party hereto.

RECITALS:

A. The Borrower, the lenders from time to time party thereto (collectively, the “ Lenders ”) and the Agent have entered into a Second Amended and Restated Loan and Security Agreement dated as of January 12, 2010 (as heretofore modified, supplemented or amended, the “ Loan Agreement ”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.

B. The Borrower has requested that the Agent and the Lenders amend certain provisions of the Loan Agreement and consent to the Borrower making an offer to the public to purchase between $50,000,000 and $70,000,000 of the Parent’s publicly traded shares of common stock.

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

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

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

(a) The existing Section 1.1(b) of the Loan Agreement is deleted in its entirety and the following is inserted in lieu thereof:

“As of the Amendment No.4 Effective Date, the Commitments and Pro Rata Shares for each of the Lenders are as set forth on Schedule 1.1 to this Agreement. On the Amendment No.4 Effective Date, the Lenders shall make full cash Settlement with each other either directly or through the Agent, as the Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments and each Lender’s Pro Rata Share of the Revolving Loans.”

(b) The existing definition of “ Allowable Term Contracts ” in Section 1.2 of the Loan Agreement is deleted in its entirety and the following definition is inserted in lieu thereof:

““ Allowable Term Contracts ” means (i) Eligible Contracts which are Direct Loan Contracts with initial terms which provide for a scheduled maturity date of greater than forty-eight (48) months and less than or equal to sixty (60) months from the date of execution and (ii) Eligible Contracts of greater than sixty (60) months and less than

or equal to seventy-two (72) months from the date of execution with respect to Eligible Contracts which are secured by a lien on a Vehicle which is less than eight model years old at the time such Contract was originated (excluding the model year in effect at the time the Contract was originated).”

(c) The existing definition of “ Borrowing Base ” in Section 1.2 of the Loan Agreement is deleted in its entirety and the following definition is inserted in lieu thereof:

““ Borrowing Base ” means, at any time, an amount equal to (a) the lesser of (i) the Maximum Revolver Amount or (ii) the sum of (x) the Net Contract Payments payable under all of the Borrower’s Allowable Term Contracts then outstanding times the applicable Advance Rate and (y) the Net Contract Payments payable under all of the Borrower’s other Eligible Contracts then outstanding times the applicable Advance Rate; less (b) the sum of (i) the Bank Product Reserves and (ii) all other reserves which the Agent deems necessary in the exercise of its reasonable credit judgment to maintain with respect to the Borrower’s account, including reserves for any amounts which the Agent or any Lender may be obligated to pay in the future for the account of the Borrower; provided , however , (A) the Older Vehicle Contract Borrowing Base included in calculating the Borrowing Base shall not, at any time, exceed thirty percent (30%) of the Gross Contract Payments payable under all Eligible Vehicle Contracts and the Oldest Vehicle Contract Borrowing Base included in calculating the Borrowing Base shall not, at any time, exceed five percent (5%) of the Gross Contract Payments payable under all Eligible Vehicle Contracts; and provided , further , however , that the Gross Contract Payments payable under all Uninsured Contracts shall not constitute more than three percent (3%) of the Gross Contract Payments payable under all Eligible Vehicle Contracts.”

(d) The existing definition of “ Dealer Reserve Percentage ” in Section 1.2 of the Loan Agreement is deleted in its entirety and the following definition is inserted in lieu thereof:

““ Dealer Reserve Percentage ” means the percent (to the extent positive), calculated as of the last day of each month, equal to the remainder of (a) the quotient (expressed as a percentage) of (i) the aggregate amount paid by Borrower to third parties for the purchase of Contracts then outstanding, arising from the credit sale of Vehicles, acquired by Borrower at any time prior to and including the date on which the calculation is made, divided by (ii) the aggregate “wholesale clean value” for all the Vehicles which are the subject of such Contracts, minus (b) one hundred and five percent (105%). The “wholesale clean value” shall be (i) such value as specified in the National Auto Research Black Book (the “Black Book”) or (ii) the “clean trade-in” value as specified in the National Automobile Dealers Association used car guide, in each case, as in effect at the time Borrower purchased the subject Contracts. In the event that the Black Book shall, at any time, cease to be published, then the Agent shall thereafter select a comparable publication, as determined by the Agent in its sole discretion, for determining the foregoing calculation.”

(e) The existing definition of “ Eligible Contract ” in Section 1.2 of the Loan Agreement is hereby amended by deleting clause (l) and clause (m) thereof in their entirety and inserting the following in lieu thereof:

“(l) if the Contract is a Vehicle Contract, then:

(i) the Contract is secured by a first priority, perfected security interest in a new or used Vehicle and the Borrower has filed all documents with the department of motor vehicles and/or other appropriate agency of the state wherein the Vehicle is registered and paid all appropriate fees such that the Borrower is the registered first lien holder thereon;

(ii) no funds used to pay any payment due under the Contract and no funds used to make the down payment for the Vehicle which is the subject of the Contract, were borrowed by the Contract Debtor from the Borrower;

(iii) to the extent that the Contract balance includes sums representing the financing of so-called “extended warranty plans,” such plans are (i) in substantial compliance with all applicable consumer credit laws, including any and all special insurance laws relating thereto, and (ii) underwritten by (x) a major automobile manufacturer, or an affiliate thereof, or (y) an independent reputable and financially sound insurance company;

(iv) the Vehicle securing repayment of the Contract is insured against loss, with coverages and policy limits reasonably satisfactory to the Lender, including collision coverage; and

(v) at any one time outstanding, the Net Contract Payments payable under Eligible Contracts secured by Vehicles which were more than 10 model years old at the inception thereof does not exceed 5% of the Net Contract Payments payable under all Eligible Vehicle Contracts;”

“(m) If the Contract is a Direct Loan Contract then:

(i) the original term of the Contract does not exceed sixty (60) months;

(ii) (x) if the Contract is secured by a first priority, perfected security interest in a new or used Vehicle and the Borrower has filed all documents with the department of motor vehicles and/or other appropriate agency of the state wherein the Vehicle is registered and paid all appropriate fees such that the Borrower is the registered first lien holder thereon, the cash advance made in connection with such Contract does not exceed the lesser of (1) Twenty-Five Thousand Dollars ($25,000.00) or (2) 105% of the “wholesale clean value” of the Vehicle and, in each case, the unpaid principal balance of such Contract and the aggregate principal

balance of all other Contracts owing by such Contract Debtor does not exceed Twenty-Five Thousand Dollars ($25,000) or (y) in all other cases, any cash advance made in connection with the Contract does not exceed Ten Thousand Dollars ($10,000.00) and the unpaid principal balance of the Contract and the aggregate principal balance of all other Contracts owing by a Contract Debtor does not exceed Ten Thousand Dollars ($10,000);

(iii) if the Contract Debtor was or is a Contract Debtor under another Contract previously originated or acquired by the Borrower, then the Contract Debtor’s payment history under such prior or current Contract was satisfactory (which, in the case of a prior Contract means that the Contract Debtor has paid such Contract in full);

(iv) if the Contract Debtor is not a Contract Debtor under a Contract previously originated or acquired by the Borrower, then the Contract Debtor’s credit history is satisfactory to the Agent,

(v) repayment of the Contract is secured by a perfected security interest on the Contract Debtor’s personal property or real property provided the real property is taken as collateral out of an abundance of caution, and not as the primary collateral for the Contract;

(vi) no portion of the loan evidenced by the Contract was made by the Borrower to the Contract Debtor for the purpose of financing the Contract Debtor’s payment of a down payment on a Vehicle which is the subject of a motor vehicle retail installment contract or make any payment(s) necessary to cure any payment default or deficiency or otherwise to bring the payments due under or with respect to any Contract current;

(vii) no portion of the loan evidenced by the Contract was made by the Borrower for the purpose of providing funds to the Contract Debtor to pay amounts owing by the Contract Debtor on another Contract owing to the Borrower; and

(viii) at any one time outstanding, the Gross Contract Payments payable under all Direct Loan Contracts does not exceed 10% of the Gross Contract Payments payable under all Eligible Contracts;”

(f) The existing definition of “ Maximum Revolver Amount ” in Section 1.2 of the Loan Agreement is deleted in its entirety and the following definition is inserted in lieu thereof:

““ Maximum Revolver Amount ” means (i) prior to the Tender Offer Effective Date, $150,000,000.00 and (ii) on the Tender Offer Effective Date and thereafter, $225,000,000.”

(g) The existing definition of “ Older Vehicle Contract Borrowing Base ” in Section 1.2 of the Loan Agreement is deleted in its entirety and the following definition is inserted in lieu thereof :

““ Older Vehicle Contract Borrowing Base ” means, as of any date of calculation, the amount of the Gross Contract Payments under Eligible Vehicle Contracts which are secured by a lien on a Vehicle which is eight to ten model years old at the time such Contract was originated (excluding the model year in effect at the time the Contract was originated).”

(h) The existing definition of “ Oldest Vehicle Contract Borrowing Base ” in Section 1.2 of the Loan Agreement is deleted in its entirety and the following definition is inserted in lieu thereof:

““ Oldest Vehicle Contract Borrowing Base ” means, as of any date of calculation, the amount of the Net Contract Payments payable under Eligible Vehicle Contracts which are secured by a lien on a Vehicle which more than ten model years old at the time such Contract was originated (excluding the model year in effect at the time the Contract was originated).”

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

““ Stated Termination Date ” means January 30, 2018.”

(j) The following new definitions are inserted into Section 1.2 in proper alphabetical order:

““ Amendment No. 4 Effective Date ” means January 30, 2015.”

““ Parent ” means Nicholas Financial, Inc., a Canadian holding company.”

““ Tender Offer ” means an offer by Borrower to the public to purchase shares of common stock of the Parent traded on NASDAQ under the symbol NICK in a modified “Dutch auction” process, which is conditioned on (i) a sufficient number of shares being tendered for purchase such that the aggregate purchase price for all such tendered shares is not less than $50,000,000 and (ii) the aggregate purchase price for all tendered shares that are purchased does not exceed

$70,000,000 (with shares to all be purchased at the same price and at the lowest price that would satisfy the conditions set forth in these clauses (i) and (ii), the pro-rated purchasing of shares offered at such lowest price to the extent applicable and the return of shares not so purchased).

““ Tender Offer Effective Date ” means the date that all of the following conditions are met ( provided that all such conditions are met on or before May 29, 2015):

(i) the Tender Offer has been or is contemporaneously completed in accordance with the offering documents, all applicable law, rules and regulations (including

those of the Securities and Exchange Commission or other Governmental Authority) and all requirements of the depository or transfer agent, without any waivers, consents, amendments or modifications that are not acceptable to the Agent and Lenders, and without any action or objection pending from any Person;

(ii) amended and restated notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of an amended and restated note;

(iii) Borrower shall have paid to Agent a fee in the amount of $112,500, for the ratable benefit of each Lender whose Commitment is increasing (as set forth on Schedule 1.1 ) on the date of the Tender Offer Effective Date, based on its share of the Commitment increase;

(iv) the representations and warranties made by the Borrower in Article 8 of the Loan Agreement are true and correct on and as of the Tender Offer Effective Date (and after giving effect to all transactions to occur on the Tender Offer Effective Date), except to the extent that such representations and warranties expressly relate to an earlier date in which case such representations and warranties are true and correct on and as of such earlier date;

(v) Agent shall have received a favorable written opinion of counsel acceptable to Agent, as well as any local counsel to Borrower or Agent, each addressed to Agent and each Lender and each substantially in form and substance reasonably satisfactory to the Agent;

(vi) at least 3 business days before the Tender Offer Effective Date, the Agent shall have received a certificate of a duly authorized officer of Borrower, in sufficient quantity for each of the Lenders, certifying (i) that attached copies of the certificate or articles of incorporation and by-laws of the Borrower are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing the increased borrowings and the Tender Offer is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to the Tender Offer and this Amendment and (iii) providing a calculation of Availability on the Tender Offer Effective Date and after giving effect to all transactions and Borrowings to occur or be made on such date ;

(vii) Availability on the Tender Offer Effective Date and after giving effect to all transactions and Borrowings to occur or be made on such date, shall not be less than 15,000,000.

(viii) Agent shall have received a certificate, in form and substance satisfactory to it and in sufficient quantity for each of the Lenders, from a knowledgeable Senior Officer of Borrower Agent certifying that, no Default or Event of Default exists on the Tender Offer Effective Date prior to and immediately after giving effect to the completion of the Tender Offer and the transactions and Borrowings to occur on the Tender Offer Effective Date;

(ix) Borrowers shall have paid all fees and expenses required to be paid to Agent and Lenders on the Tender Offer Effective Date, including all reasonable and documented out-of-pocket legal fees and expenses of counsel to Agent.

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

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

(l) Section 6.7 of the Loan Agreement is hereby amended by deleting clause (e)(v) thereof in its entirety and inserting the following is inserted in lieu thereof:

“(v) the “wholesale clean value” (as defined in Dealer Reserve Percentage) for the Vehicle;”

(m) Section 6.7 of the Loan Agreement is hereby amended by inserting the following new clause (h) at the end of clause (g) thereof, deleting “and (h)” and inserting in lieu thereof “and (i)” thereof:

“(h) books and records consisting of data tape information prepared as of the close of business of the previous month, in form reasonably satisfactory to Agent;”

(n) The existing Section 9.23 of the Loan Agreement is deleted in its entirety and the following is inserted in lieu thereof:

“9.23 Limitation on Bulk Purchases . Borrower shall not, without Agent’s prior written consent (which Agent may withhold in its sole and absolute discretion), acquire for a purchase price greater than $500,000 any Contracts as part of a Bulk Purchase Transaction, provided , however that Borrower may, without the consent of Agent, acquire for a purchase price of $3,000,000 or less per annum Contracts as part of a Bulk Purchase Transaction provided the Borrower has Availability sufficient to consummate the Bulk Purchase Transaction prior to, and without giving effect to, the Bulk Purchase Transaction. The phrase ‘Bulk Purchase Transaction’ shall mean the purchase, on a group or aggregate basis, of Contracts originated by third parties, in one or a series of related transactions, from a seller or affiliated sellers, where Borrower’s decision to purchase the Contracts is based primarily on criteria other than the creditworthiness of the individual Contract Debtors who are the Contract obligors.”

(o) Section 9.31 of the Loan Agreement is hereby amended by deleting the second sentence thereof in its entirety and inserting the following in lieu thereof:

“Without limiting the generality of the foregoing, Borrower’s policy shall provide, as a minimum, that on the last business day of each month, the Borrower shall charge off the unpaid balance of any Contract with respect to which any payment due thereunder is 120 days or more past due as determined on a contractual basis.”

The amendments to the Loan Agreement set forth in this Section 1 are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Loan Agreement are intended to be affected hereby.

Section 2. COMMITMENTS . A new Schedule 1.1 is attached hereto as Exhibit A setting forth the Commitments of the Lenders as of the Amendment No.4 Effective Date and as of the Tender Offer Effective Date and upon each such date (or the next Business Day), the Lenders shall make full cash Settlement with each other either directly or through the Agent, as the Agent may direct or approve so that each Lender’s funded portion of the Revolving Loans is equal to such Lender’s Pro Rata Share of the outstanding Revolving Loans on the Settlement Date.

Section 3. CONSENT . Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, Agent and the Lenders party hereto hereby consent to the (i) making the Tender Offer on or after the Amendment No.4 Effective Date provided that no Default or Event of Default exists at the time such offer is made and (ii) the purchase of the publicly traded common stock of the Parent in accordance with the Tender Offer on the Tender Offer Effective Date, subject to the conditions set forth in the definition thereof of. Such consent is specifically limited as set forth in this Section 3 and shall not be deemed a waiver of, or consent to a departure from, any other term, covenant, provision or condition set forth in any of the Loan Documents

Section 4.CONDITIONS PRECEDENT. The parties hereto agree that the amendments set forth in Section 1 and Section 2 above (other than those amendments that take effect upon the Tender Offer Effective Date, which amendments shall only take effect upon satisfaction of the conditions set forth in the definition of Tender Offer Effective Date) and the consent set forth in Section 3 above shall not be effective until the satisfaction of each of the following conditions precedent:

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

(b) Notes . Amended and restated notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of an amended and restated note.

(c) Fees. Borrower shall have paid to Agent (i) a fee, for the ratable benefit of each Lender, in an amount equal to $120,500; plus (ii) a fee in the amount of $44,250, for the ratable benefit of each Lender whose Commitment is increasing on the date of this Amendment, based on its share of the Commitment increase.

(d) Fees and Expenses. All fees and expenses payable to the Agent, including the fees and expenses of counsel to the Agent, shall have been paid in full.

Section 5. ADDITIONAL AGREEMENTS. Borrower agrees to provide Agent with copies of all public announcements or filings made by Borrower or Parent or representative thereof in connection with the Tender Offer and all material notices, objections, actions or other communications received by Borrower or Parent, or publicly filed by any Person, relating to the Tender Offer and such information as reasonably requested by Agent.

Section 6. REPRESENTATIONS AND WARRANTIES.

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

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

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

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

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

Section 7. MISCELLANEOUS

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

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

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

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

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

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

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

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

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

The following parties have caused this Amendment No. 4 to Loan Agreement to be executed as of the date first written above.


“BORROWER”

NICHOLAS FINANCIAL, INC.

By:		/s/ Ralph Finkenbrink
Name:		Ralph Finkenbrink
Title:		President & CEO

Signature Page to Amendment No. 4 to

Loan Agreement – Nicholas Financial, Inc.


“AGENT”

BANK OF AMERICA, N.A., as the Agent

By:		/s/ Bruce Jenks
Name:		Bruce Jenks
Title:		Vice President

Signature Page to Amendment No. 4 to

Loan Agreement – Nicholas Financial, Inc.


“LENDERS”

BANK OF AMERICA, N.A., as a Lender

By:		/s/ Bruce Jenks
Name:		Bruce Jenks
Title:		Vice President

Signature Page to Amendment No. 4 to

Loan Agreement – Nicholas Financial, Inc.


FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender

By:		/s/ Micah Dickey
Name:		Micah Dickey
Title:		Vice President

Signature Page to Amendment No. 4 to

Loan Agreement – Nicholas Financial, Inc.


WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:		/s/ Casey P. Johnson
Name:		Casey P. Johnson
Title:		Senior Vice President

Signature Page to Amendment No. 4 to

Loan Agreement – Nicholas Financial, Inc.


BMO HARRIS BANK, N.A., as a Lender

By:		/s/ Michael S. Cameli
Name:		Michael S. Cameli
Title:		SVP

Signature Page to Amendment No. 4 to

Loan Agreement – Nicholas Financial, Inc.

EXHIBIT A

SCHEDULE 1.1 to Loan and Security Agreement

COMMITMENTS OF LENDERS:

(i) PRIOR TO THE TENDER OFFER EFFECTIVE DATE


Lender	Revolver Commitment		Pro Rata share
Bank of America, N.A.	$	67,000,000		44.67	%
First Tennessee Bank National Association	$	33,250,000		22.16	%
Wells Fargo Bank, National Association	$	30,000,000		20.00	%
BMO Harris Bank, N.A	$	19,750,000		19.67	%
TOTAL	$	150,000,000		100	%

(ii) ON AND AFTER THE TENDER OFFER EFFECTIVE DATE


Lender	Revolver Commitment		Pro Rata share
Bank of America, N.A.	$	90,000,000		40.00	%
First Tennessee Bank National Association	$	35,000,000		15.55	%
Wells Fargo Bank, National Association	$	60,000,000		26.67	%
BMO Harris Bank, N.A	$	40,000,000		17.78	%
TOTAL	$	225,000,000		100	%

Schedule 1.1 to Amendment No. 4 to

Loan Agreement

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:

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

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;

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;

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:

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;

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;

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

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

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):

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

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.

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:

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

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:

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.

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 December 31, 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: February 9, 2015

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 December 31, 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: February 9, 2015

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company