OLD MARKET CAPITAL Corp 10-Q for FY2022 Q3
OLD MARKET CAPITAL Corp (OMCC)
About this 10-Q
OLD MARKET CAPITAL Corp filed this 10-Q on February 9, 2022, covering the quarter ended December 31, 2021 (FY2022 Q3).
Headline figures
Quarter ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $12.24M
- down 15.4% from $14.47M a year earlier
- Net loss
- $702K
- compared with net income of $3.79M a year earlier
- Diluted EPS
- -$0.09
- compared with $0.49 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
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:
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
Indicate by check mark whether the Registrant has submitted electronically, 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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
As of February 8, 2022, approximately
NICHOLAS FINANCIAL, INC.
FORM 10-Q
TABLE OF CONTENTS
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Page |
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Part I . |
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Item 1. |
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1 |
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Consolidated Balance Sheets as of December 31, 2021 and March 31, 2021 |
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1 |
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Consolidated Statements of Income for the three and nine months ended December 31, 2021 and 2020 |
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2 |
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3 |
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Consolidated Statements of Cash Flows for the nine months ended December 31, 2021 and 2020 |
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4 |
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5 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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15 |
Item 3. |
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26 |
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Item 4. |
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26 |
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Part II . |
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Item 1. |
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27 |
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Item 1A. |
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27 |
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Item 2. |
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27 |
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Item 6. |
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28 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Nicholas Financial, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
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December 31, 2021 |
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March 31, 2021 |
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Assets |
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Cash |
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$ |
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$ |
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Restricted cash |
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Finance receivables, net |
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Repossessed assets |
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Operating lease right-of-use assets |
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Prepaid expenses and other assets |
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Income taxes receivable |
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Property and equipment, net |
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Deferred income taxes |
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Total assets |
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$ |
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$ |
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Liabilities and shareholders’ equity |
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Credit facility, net of debt issuance costs |
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$ |
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$ |
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Note payable |
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Net long-term debt |
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Operating lease liabilities |
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Accounts payable and accrued expenses |
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Total liabilities |
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Shareholders’ equity |
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Preferred stock, |
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Common stock, |
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Treasury stock: |
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( |
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Retained earnings |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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The following table represents the assets and liabilities of our consolidated variable interest entity (VIE) as follows: |
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December 31, 2021 |
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March 31, 2021 |
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Assets |
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Restricted cash |
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$ |
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$ |
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Finance receivables, net |
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Repossessed assets |
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Total assets |
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$ |
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$ |
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Liabilities |
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Credit facility, net of debt issuance costs |
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$ |
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$ |
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Accounts payable and accrued expenses |
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Total liabilities |
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$ |
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$ |
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The VIE assets and liabilities are now
See Notes to the Consolidated Financial Statements.
1
Nicholas Financial, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
(In thousands, except per share amounts)
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Three Months Ended December 31, |
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Nine Months Ended December 31, |
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2021 |
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2020 |
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2021 |
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2020 |
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Revenue: |
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Interest and fee income on finance receivables |
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$ |
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$ |
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$ |
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$ |
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Realized gain on equity investments |
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Unrealized gain on equity investments |
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Total revenue: |
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Expenses: |
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Marketing |
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Salaries and employee benefits |
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Administrative |
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Provision for credit losses |
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Depreciation |
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Interest expense |
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Total expenses |
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(Loss) income before income taxes |
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(Benefit) income tax expense |
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( |
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Net (loss) income |
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$ |
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$ |
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$ |
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$ |
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(Loss) earnings per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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See Notes to the Consolidated Financial Statements.
2
Nicholas Financial, Inc. and Subsidiaries
(Unaudited)
(In thousands)
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Three Months Ended December 31, 2021 |
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Common Stock |
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Total |
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Shares |
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Amount |
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Treasury |
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Retained |
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Shareholders' |
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Balance at September 30, 2021 |
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$ |
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$ |
( |
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$ |
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$ |
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Issuance of restricted stock awards |
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— |
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— |
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— |
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— |
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Exercise of stock options |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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Treasury stock |
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( |
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— |
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( |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balance at December 31, 2021 |
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$ |
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$ |
( |
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$ |
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$ |
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Three Months Ended December 31, 2020 |
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Common Stock |
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Total |
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Shares |
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Amount |
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Treasury |
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Retained |
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Shareholders' |
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Balance at September 30, 2020 |
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$ |
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$ |
( |
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$ |
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$ |
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Issuance of restricted stock awards |
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— |
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— |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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Treasury stock |
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( |
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— |
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( |
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— |
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( |
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Net income |
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— |
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— |
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— |
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Balance at December 31, 2020 |
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$ |
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$ |
( |
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$ |
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$ |
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Nine Months Ended December 31, 2021 |
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Common Stock |
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Total |
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Shares |
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Amount |
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Treasury |
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Retained |
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Shareholders' |
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Balance at March 31, 2021 |
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$ |
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$ |
( |
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$ |
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$ |
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Issuance of restricted stock awards |
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— |
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— |
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— |
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— |
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Exercise of stock options |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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Treasury stock |
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( |
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— |
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( |
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— |
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( |
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Net income |
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— |
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— |
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— |
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Balance at December 31, 2021 |
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$ |
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$ |
( |
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$ |
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$ |
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Nine Months Ended December 31, 2020 |
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Common Stock |
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Total |
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Shares |
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Amount |
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Treasury |
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Retained |
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Shareholders' |
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Balance at March 31, 2020 |
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$ |
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$ |
( |
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$ |
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$ |
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Issuance of restricted stock awards |
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— |
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— |
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— |
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— |
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Share-based compensation |
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— |
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— |
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— |
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Treasury stock |
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( |
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— |
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( |
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— |
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( |
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Net income |
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— |
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— |
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— |
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Balance at December 31, 2020 |
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$ |
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$ |
( |
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$ |
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$ |
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See Notes to the Consolidated Financial Statements.
3
Nicholas Financial, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
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Nine Months Ended December 31, |
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2021 |
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2020 |
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Cash flows from operating activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
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Amortization of debt issuance costs |
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Amortization of operating lease right-of-use assets |
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Gain on sale of property and equipment |
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( |
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( |
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Purchase of equity investments |
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( |
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Proceeds from sale of equity investments |
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Unrealized gains on equity securities |
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( |
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Realized gains on equity securities |
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( |
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Provision for credit losses |
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Amortization of dealer discounts |
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( |
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( |
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Amortization of insurance and fees commissions |
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( |
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( |
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Accretion of purchase price discount |
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( |
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( |
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Principal reduction on operating lease liabilities |
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( |
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( |
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Share-based compensation |
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Changes in operating assets and liabilities: |
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Repossessed assets |
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( |
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Accrued interest receivable |
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( |
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Prepaid expenses and other assets |
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Deferred income taxes |
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Accounts payable and accrued expenses |
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( |
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( |
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Income taxes receivable |
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( |
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Unearned insurance and fee commissions |
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( |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities |
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Purchase and origination of finance receivables |
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( |
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( |
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Principal payments received |
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Purchase of property and equipment |
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( |
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( |
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Proceeds from sale of property and equipment |
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Net cash provided by investing activities |
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Cash flows from financing activities |
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Repayments on credit facility |
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( |
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( |
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Proceeds from Note Payable |
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Payment of loan originations fees |
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( |
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— |
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Proceeds from exercise of stock options |
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Repurchases of treasury stock |
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( |
) |
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( |
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Net cash used in financing activities |
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( |
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( |
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Net (decrease) increase in cash and restricted cash |
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( |
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Cash and restricted cash at the beginning of period |
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Cash and restricted cash at the end of period |
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$ |
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$ |
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Supplemental Disclosures: |
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Interest paid |
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Income taxes paid |
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Leased assets obtained in exchange for new operating lease liabilities |
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See Notes to the Consolidated Financial Statements.
4
Notes to the Consolidated Financial Statements
Note
Nicholas Financial, Inc. (“Nicholas Financial – Canada” or the Company) is a Canadian holding company incorporated under the laws of British Columbia with several wholly-owned United States subsidiaries, including Nicholas Financial, Inc., a Florida corporation (“NFI”). The accompanying consolidated balance sheet as of March 31, 2021, which has been derived from audited financial statements, and the accompanying unaudited interim consolidated financial statements of Nicholas Financial – Canada, and its wholly-owned subsidiaries (collectively, the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information, with the instructions to Form 10-Q pursuant to the Securities Exchange Act of 1934, as amended, and with Article 8 of Regulation S-X thereunder. Accordingly, they do not include all of the information and notes to the consolidated financial statements 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 adjustments) 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, 2022. 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, 2021 as filed with the Securities and Exchange Commission on June 22, 2021. The March 31, 2021 consolidated balance sheet included herein has been derived from the March 31, 2021 audited consolidated balance sheet included in 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.
Note
Interest income on finance receivables is recognized using the interest method.
The Company defines a non-performing asset as one that is 61 or more days past due, a Chapter 7 bankruptcy account, or a Chapter 13 bankruptcy account that has not been confirmed by the courts, for which the accrual of interest income is suspended. Upon confirmation of a Chapter 13 bankruptcy account (BK13), the account is immediately charged-off. Upon notification of a Chapter 7 bankruptcy, an account is monitored for collectability. In the event the debtors’ balance is reduced by the bankruptcy court, the Company records a loss equal to the amount of principal balance reduction. The remaining balance is reduced as payments are received. In the event an account is dismissed from bankruptcy, the Company will decide whether to begin repossession proceedings or to allow the customer to make regularly scheduled payments.
A dealer discount represents the difference between the finance receivable 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, and the value of the automobile in relation to the purchase price and the term of the Contract.
The dealer discount is amortized as an adjustment to yield using the interest method over the life of the loan. The average dealer discount associated with new volume for the three months ended December 31, 2021 and 2020 was
Unearned insurance and fee commissions 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, involuntary unemployment insurance coverage, and forced placed automobile insurance. These commissions are amortized over the life of the contract using the effective interest method.
5
Note
The Company has granted stock compensation awards with nonforfeitable dividend rights which are considered participating securities. Earnings per share is calculated using the two-class method, as such awards are more dilutive under this method than the treasury stock method. Basic earnings per share is calculated by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding during the period, which excludes the participating securities. Diluted earnings per share includes the dilutive effect of additional potential common shares from stock compensation awards.
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per consolidated statements of income |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Percentage allocated to shareholders * |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Numerator for basic and diluted earnings per share |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator for Basic earnings per share - weighted-average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive effect of stock options |
|
|
|
|
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|
|
|
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|
||||
Denominator for diluted earnings per share |
|
|
|
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|
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|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Per share income from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Diluted |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
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|
||||
* Basic weighted-average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted-average shares outstanding and unvested restricted stock units expected to vest |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Percentage allocated to shareholders |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Note
Finance Receivables Portfolio
Finance receivables consist of Contracts and Direct Loans and are detailed as follows:
|
|
(In thousands) |
|
|||||||||
|
|
December 31, 2021 |
|
|
March 31, |
|
|
December 31, 2020 |
|
|||
Finance receivables |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accrued interest receivable |
|
|
|
|
|
|
|
|
|
|||
Unearned dealer discounts |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unearned insurance commissions and fees |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Purchase price discount |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Finance receivables, net of unearned |
|
|
|
|
|
|
|
|
|
|||
Allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Finance receivables, net |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Contracts and Direct Loans each comprise a portfolio segment. The following tables present selected information on the entire portfolio of the Company:
|
|
As of December 31, |
|
|||||
Contract Portfolio |
|
2021 |
|
|
2020 |
|
||
Average APR |
|
|
% |
|
|
% |
||
Average discount |
|
|
% |
|
|
% |
||
Average term (months) |
|
|
|
|
|
|
||
Number of active contracts |
|
|
|
|
|
|
||
6
|
|
As of December 31, |
|
|||||
Direct Loan Portfolio |
|
2021 |
|
|
2020 |
|
||
Average APR |
|
|
% |
|
|
% |
||
Average term (months) |
|
|
|
|
|
|
||
Number of active contracts |
|
|
|
|
|
|
||
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 predominantly for used vehicles. As of December 31, 2021, the average model year of vehicles collateralizing the portfolio was a 2012 vehicle.
Direct Loans are typically for amounts ranging from $
Each portfolio segment consists of smaller balance homogeneous loans which are collectively evaluated for impairment.
Allowance for Credit Losses
The following table sets forth a reconciliation of the changes in the allowance for credit losses on Contracts and Direct Loans for the three months ended December 31, 2021 and 2020:
|
|
Three months ended December 31, 2021 |
|
|
Nine months ended December 31, 2021 |
|
||||||||||||||||||
|
|
Contracts |
|
|
Direct Loans |
|
|
Consolidated |
|
|
Contracts |
|
|
Direct Loans |
|
|
Consolidated |
|
||||||
Balance at beginning of |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Provision for credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Charge-offs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Recoveries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Three months ended December 31, 2020 |
|
|
Nine months ended December 31, 2020 |
|
||||||||||||||||||
|
|
Contracts |
|
|
Direct Loans |
|
|
Consolidated |
|
|
Contracts |
|
|
Direct Loans |
|
|
Consolidated |
|
||||||
Balance at beginning of |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Provision for credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Charge-offs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Recoveries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
7
The Company uses the trailing six-month charge-offs, annualized, and applies this calculated percentage to ending finance receivables to calculate estimated future probable credit losses for purposes of determining the allowance for credit losses. The Company then takes into consideration the composition of its portfolio, current economic conditions, estimated net realizable value of the underlying collateral, historical loan loss experience, delinquency, non-performing assets, and bankrupt accounts and adjusts the above, if necessary, to determine management’s total estimate of probable credit losses and its assessment of the overall adequacy of the allowance for credit losses. By including recent trends such as delinquency, non-performing assets, and bankruptcy in its determination, management believes that the allowance for credit losses reflects the current trends of incurred losses within the portfolio and is better aligned with the portfolio’s performance indicators.
The following table is an assessment of the credit quality by creditworthiness:
|
|
(In thousands) |
|
|||||||||||||||||||||
|
|
December 31, 2021 |
|
|
December 31, 2020 |
|
||||||||||||||||||
|
|
Contracts |
|
|
Direct Loans |
|
|
Total |
|
|
Contracts |
|
|
Direct Loans |
|
|
Total |
|
||||||
Performing accounts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Non-performing accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Chapter 13 bankruptcy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Finance receivables |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
A performing account is defined as an account that is less than
In certain circumstances, the Company will grant obligors one-month payment extensions. The only modification of terms in those circumstances is to advance the obligor’s next due date by one month and extend the maturity date of the receivable. There are no other concessions, such as a reduction in interest rate, or forgiveness of principal or of accrued interest. Accordingly, the Company considers such extensions to be insignificant delays in payments rather than troubled debt restructurings.
A non-performing account is defined as an account that is contractually delinquent for
In the event an account is dismissed from bankruptcy, the Company will decide whether to begin repossession proceedings or to allow the customer to make regularly scheduled payments.
The following tables present certain information regarding the delinquency rates experienced by the Company with respect to Contracts and Direct Loans, excluding Chapter 13 bankruptcy accounts:
|
|
Contracts |
|
|||||||||||||||||||||
|
|
(In thousands, except percentages) |
|
|||||||||||||||||||||
|
|
Balance |
|
|
30 – 59 |
|
|
60 – 89 |
|
|
90 – 119 |
|
|
120+ |
|
|
Total |
|
||||||
December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
March 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
8
|
|
Direct Loans |
|
|||||||||||||||||||||
|
|
Balance |
|
|
30 – 59 |
|
|
60 – 89 |
|
|
90 – 119 |
|
|
120+ |
|
|
Total |
|
||||||
December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
% |
|
|
% |
|
|
% |
|
|
|
|
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
March 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||||
Note
Wells Fargo Credit Facility
On November 5, 2021, NFI and Nicholas Data Services, Inc., a Florida corporation (“NDS” and collectively with NFI, the “Borrowers”), two wholly-owned subsidiaries of Nicholas Financial, Inc. (the “Company”) entered into a senior secured credit facility (the “Credit Facility”) pursuant to a loan and security agreement by and among the Borrowers, Wells Fargo Bank, N.A., as agent, and the lenders that are party thereto (the “Credit Agreement”). The prior credit facility (the "Ares Credit Facility") pursuant to a credit agreement among the Company’s subsidiary NF Funding I, LLC, Ares Agent Services, L.P. and the lenders party thereto was paid off in connection with entering into the Credit Facility.
Pursuant to the Credit Agreement, the lenders agreed to extend to the Borrowers a line of credit of up to $
Pursuant to the Credit Agreement, the Borrowers granted a security interest in substantially all of their assets as collateral for their obligations under the Credit Facility. Furthermore, pursuant to a separate collateral pledge agreement, NDS pledged its equity interest in NFI as additional collateral.
The Credit Agreement and the other loan documents contain customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, and sales of assets. If an event of default occurs, the lenders could increase borrowing costs, restrict the Borrowers’ ability to obtain additional advances under the Credit Facility, accelerate all amounts outstanding under the Credit Facility, enforce their interest against collateral pledged under the Credit Facility or enforce such other rights and remedies as they have under the loan documents or applicable law as secured lenders.
If the lenders terminate the Credit Facility following the occurrence of an event of default under the loan documents, or the Borrowers prepay the loan and terminate the Credit Facility prior to the Maturity Date, then the Borrowers are obligated to pay a termination or prepayment fee in an amount equal to a percentage of $
As of December 31, 2021, the Company had aggregate outstanding indebtedness under the Credit Facility of $
Future maturities of principal outstanding for the credit facility and note payable as of December 31, 2021 were as follows:
(in thousands) |
|
|
|
|||
FY2022 |
|
|
|
$ |
|
|
FY2023 |
|
|
|
|
|
|
FY2024 |
|
|
|
|
|
|
FY2025 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
9
In connection with the refinancing and as required under GAAP, in the third quarter of the fiscal year 2022 the Company recognized approximately $
Note 6. Income Taxes
The Company recorded an income tax benefit of approximately $
Note 7. Leases
The Company maintains lease agreements related to its branch network and for its corporate headquarters. The branch lease agreements range from to
The Company’s lease liability was $
Future minimum lease payments under non-cancellable operating leases in effect as of December 31, 2021, are as follows:
in thousands |
|
|
|
|
FY2022 (remaining three months) |
|
$ |
|
|
FY2023 |
|
|
|
|
FY2024 |
|
|
|
|
FY2025 |
|
|
|
|
FY2026 |
|
|
|
|
Thereafter |
|
$ |
|
|
Total future minimum lease payments |
|
|
|
|
Present value adjustment |
|
|
( |
) |
Operating lease liability |
|
$ |
|
|
The following table reports information about the Company’s lease cost for the three months ended December 31, 2021 (in thousands):
Lease cost: |
|
|
|
|
Operating lease cost |
|
$ |
|
|
Variable lease cost |
|
|
|
|
Total lease cost |
|
$ |
|
The following table reports information about the Company’s lease cost for the three months ended December 31, 2020 (in thousands):
10
Lease cost: |
|
|
|
|
Operating lease cost |
|
$ |
|
|
Variable lease cost |
|
|
|
|
Total lease cost |
|
$ |
|
The following table reports information about the Company’s lease cost for the nine months ended December 31, 2021 (in thousands):
Lease cost: |
|
|
|
|
Operating lease cost |
|
$ |
|
|
Variable lease cost |
|
|
|
|
Total lease cost |
|
$ |
|
The following table reports information about the Company’s lease cost for the nine months ended December 31, 2020 (in thousands):
Lease cost: |
|
|
|
|
Operating lease cost |
|
$ |
|
|
Variable lease cost |
|
|
|
|
Total lease cost |
|
$ |
|
The following table reports other information about the Company’s leases for the three months ended December 31, 2021 (dollar amounts in thousands):
Other Lease Information |
|
|
|
|
Operating Lease - Operating Cash Flows (Fixed Payments) |
|
$ |
|
|
Operating Lease - Operating Cash Flows (Liability Reduction) |
|
$ |
|
|
Weighted Average Lease Term - Operating Leases |
|
|
|
|
Weighted Average Discount Rate - Operating Leases |
|
|
|
The following table reports other information about the Company’s leases for the three months ended December 31, 2020 (dollar amounts in thousands):
Other Lease Information |
|
|
|
|
Operating Lease - Operating Cash Flows (Fixed Payments) |
|
$ |
|
|
Operating Lease - Operating Cash Flows (Liability Reduction) |
|
$ |
|
|
Weighted Average Lease Term - Operating Leases |
|
|
|
|
Weighted Average Discount Rate - Operating Leases |
|
|
|
The following table reports other information about the Company’s leases for the nine months ended December 31, 2021 (dollar amounts in thousands):
Other Lease Information |
|
|
|
|
Operating Lease - Operating Cash Flows (Fixed Payments) |
|
$ |
|
|
Operating Lease - Operating Cash Flows (Liability Reduction) |
|
$ |
|
|
Weighted Average Lease Term - Operating Leases |
|
|
|
|
Weighted Average Discount Rate - Operating Leases |
|
|
|
The following table reports other information about the Company’s leases for the nine months ended December 31, 2020 (dollar amounts in thousands):
Other Lease Information |
|
|
|
|
Operating Lease - Operating Cash Flows (Fixed Payments) |
|
$ |
|
|
Operating Lease - Operating Cash Flows (Liability Reduction) |
|
$ |
|
|
Weighted Average Lease Term - Operating Leases |
|
|
|
|
Weighted Average Discount Rate - Operating Leases |
|
|
|
11
Note
The Company’s financial instruments consist of cash, finance receivables, repossessed assets, and the credit facility. 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 Contracts. 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 generally range from
Repossessed assets are valued at the lower of the finance receivable balance prior to repossession or the estimated net realizable value of the repossessed asset. The Company estimates the net realizable value using estimated auction wholesale proceeds less costs to sell plus insurance claims outstanding, if any.
Based on these market conditions, the fair value of the Credit Facility as of December 31, 2021 was estimated to be equal to the book value.
|
|
(In thousands) |
|
|||||||||||||||||
|
|
Fair Value Measurement Using |
|
|
|
|
|
|
|
|||||||||||
Description |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Fair |
|
|
Carrying |
|
|||||
Cash and restricted cash: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
March 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Finance receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
March 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Repossessed assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
March 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Credit facility: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
March 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||||
Note Payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
March 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||||
The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a nonrecurring basis. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. Management has determined that Level 3 is most appropriate for the credit facility and note payable shown in the table above.
Note
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.
The extent to which the COVID-19 pandemic will ultimately impact our business, financial condition, results of operations or cash flows will depend on numerous evolving factors that we are unable to accurately predict at this time. The length and scope of the restrictions imposed by various governments and success of vaccination efforts, among other factors, will determine the ultimate severity of the COVID-19 impact on our business. It is likely that prolonged periods of difficult market conditions could have material adverse impacts on our business, financial condition, results of operations and cash flows. For further disclosure on COVID-19, please refer to Item 2. Management’s Discussions and Analysis of Financial Condition and Results of Operations.
12
Note
Recent Accounting Pronouncements
In June 2016, the FASB issued the ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Among other things, the amendments in this ASU require the measurement of all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. The ASU also requires additional disclosures related to estimates and judgments used to measure all expected credit losses. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Recently, the FASB voted to delay the implementation date for this accounting standard, for smaller reporting companies, the new effective date is for fiscal years beginning after December 15, 2022, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of this ASU on the consolidated financial statements and is collecting and analyzing data that will be needed to produce historical inputs into any models created as a result of adopting this ASU. At this time, the Company believes the adoption of this ASU will likely have a material effect and is expected to increase the overall allowance for credit losses.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitating of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions in which the reference LIBOR or another reference rate is expected to be discontinued as a result of the Reference Rate Reform. This ASU is intended to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The new guidance was effective immediately and through December 31, 2022. The Company is currently evaluating the effect the adoption of this standard will have on its financial statements.
The Company does not believe there are any other recently issued accounting standards that have not yet been adopted that will have a material impact on the Company’s consolidated financial statements.
11. Variable Interest Entity
In March 2019, the Company entered into a new senior secured credit facility collateralized by consumer finance receivables by transferring the receivables into a bankruptcy-remote variable interest entity (VIE). Under the terms of the transaction, all cash collections and other cash proceeds of the customer receivables went first to the servicer and the holders of the asset-backed notes, and then to the residual equity holder. The Company retained the servicing of the portfolio and received a monthly fee of
On November 5, 2021 the Company entered into new senior secured credit facility (the "Credit Facility") pursuant to a loan and security agreement by and among the Borrowers, Wells Fargo Bank, N.A., as agent, and the lenders that are party thereto (the “Credit Agreement”). The Borrowers granted a security interest in substantially all of their assets as collateral for their obligations under the Credit Facility. The prior credit facility (the "Ares Credit Facility") pursuant to a credit agreement among the Company’s subsidiary NF Funding I, LLC, Ares Agent Services, L.P. and the lenders party thereto was paid off in connection with entering into the Credit Facility, therefore the VIE assets and liabilities are now
The following table presents the assets and liabilities held by the VIE (for legal purposes, the assets and the liabilities of the VIE remained distinct from the Company):
|
|
December 31, 2021 |
|
|
March 31, 2021 |
|
||
Assets |
|
|
|
|
|
|
||
Restricted cash |
|
$ |
|
|
$ |
|
||
Finance receivables, net |
|
|
|
|
|
|
||
Repossessed assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities |
|
|
|
|
|
|
||
Credit facility |
|
$ |
|
|
$ |
|
||
Accounts payable and accrued expenses |
|
|
|
|
|
|
||
Total liabilities |
|
$ |
|
|
$ |
|
||
13
Note 12. Stock Plans
In May 2019, the Company’s Board of Directors (“Board”) authorized a new stock repurchase program allowing for the repurchase of up to $
The timing and actual number of repurchases will depend on a variety of factors, including stock price, corporate and regulatory requirements and other market and economic conditions. The Company’s stock repurchase program may be suspended or discontinued at any time.
In August 2019, the Company’s Board authorized additional repurchases of up to $
The table shown on the next page summarizes treasury share transactions under the Company’s stock repurchase program.
|
|
Three months ended December 31, |
|
|||||||||||||
|
|
2021 |
|
|
2020 |
|
||||||||||
|
|
Number of |
|
|
Amount |
|
|
Number of |
|
|
Amount |
|
||||
Treasury shares at the beginning of period |
|
|
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
||
Treasury shares purchased |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Treasury shares at the end of period |
|
|
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Nine months ended December 31, |
|
|||||||||||||
|
|
2021 |
|
|
2020 |
|
||||||||||
|
|
Number of Shares |
|
|
Amount |
|
|
Number of Shares |
|
|
Amount |
|
||||
Treasury shares at the beginning of period |
|
|
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
||
Treasury shares purchased |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Treasury shares at the end of period |
|
|
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
||
Note 13. Note Payable
On May 27, 2020, the Company obtained a loan in the amount of $
Unless the Company is successful on appeal, the outstanding principal balance plus accrued and unpaid interest (accruing at the rate of
Note 14. Subsequent Events
None.
14
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Information
This Quarterly Report on Form 10-Q contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are based on management’s current beliefs and assumptions, as well as information currently available to management. When used in this document, the words “anticipate”, “estimate”, “expect”, “will”, “may”, “plan,” “believe”, “intend” and similar expressions are intended to identify forward-looking statements. Although Nicholas Financial, Inc., including its subsidiaries (collectively, the “Company,” “we,” “us,” or “our”) believes that the expectations reflected or implied in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. As a result, actual results could differ materially from those indicated in these forward-looking statements. Forward-looking statements in this Quarterly Report may include, without limitation: (1) the projected impact of the novel coronavirus disease (“COVID-19”) outbreak on our customers and our business, (2) projections of revenue, income, and other items relating to our financial position and results of operations, (3) statements of our plans, objectives, strategies, goals and intentions, (4) statements regarding the capabilities, capacities, market position and expected development of our business operations, and (5) statements of expected industry and general economic trends. These statements are subject to certain risks, uncertainties and assumptions that may cause results to differ materially from those expressed or implied in forward-looking statements, including without limitation:
15
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. All forward-looking statements included in this Quarterly Report are based on information available to the Company as the date of filing of this Quarterly Report, and the Company assumes no obligation to update any such forward-looking statement. Prospective investors should also consult the risk factors described from time to time in the Company’s other filings made with the SEC, 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.
COVID-19
The temporary expansion of unemployment benefits by the CARES Act, the Coronavirus Response and Relief Supplemental Appropriations Act of 2021 and the American Rescue Plan Act of 2021 to eligible individuals collectively had a beneficial effect on the Company; however, the impact of these benefits has almost entirely disappeared, as our customers no longer qualify for such benefits. The Company continued to experience strong cash collections and experienced positive trending on gross charge-off balances for the three months ended December 31, 2021.
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. Due to COVID-19, the number of deferments increased to 3,114 in April 2020 from 724 in March 2020. For the year ended March 31, 2021 the Company experienced an average monthly number of deferments of 696, which would represent approximately 2.6% of total Contracts and Direct Loans as of March 31, 2021. For the three months ended December 31, 2021, the average monthly number of deferments was 297, which would represent approximately 1.14% of total Contracts and Direct Loans as of December 31, 2021. For the nine months ended December 31, 2021, the average monthly number of deferments was 232, which would represent approximately 0.89% of total Contracts and Direct Loans as of December 31, 2021. The number of deferrals is also influenced by portfolio performance, including but not limited to, inflation, credit quality of loans purchased, competition at the time of Contract acquisition, and general economic conditions.
The Company believes the number of one-month principal payments deferrals is now largely consistent with pre-pandemic levels.
However, the extent to which the COVID-19 pandemic eventually impacts our business, financial condition, results of operations or cash flows will depend on numerous evolving factors that we are unable to accurately predict at this time. The length and scope of the restrictions imposed by various governments and success of vaccination efforts among other factors, will determine the ultimate severity of the COVID-19 impact on our business. It is likely that prolonged periods of difficult market conditions could have material adverse impacts on our business, financial condition, results of operations and cash flows.
Regulatory Developments
On October 5, 2017, the CFPB issued a final rule (the "Rule") imposing limitations on (i) short-term consumer loans, (ii) longer-term consumer installment loans with balloon payments, and (iii) higher-rate consumer installment loans repayable by a payment authorization. The Rule requires lenders originating short-term loans and longer-term balloon payment loans to evaluate whether each consumer has the ability to repay the loan along with current obligations and expenses (“ability to repay requirements”). The Rule also curtails repeated unsuccessful attempts to debit consumers’ accounts for short-term loans, balloon payment loans, and
16
installment loans that involve a payment authorization and an Annual Percentage Rate over 36% (“payment requirements”). The Company does not believe that it will have a material impact on the Company’s existing lending procedures, because the Company currently does not make short-term consumer loans or longer-term consumer installment loans with balloon payments that would subject the Company to the Rule’s ability to repay requirements. The Company also currently underwrites all its loans (including those secured by a vehicle title that would fall within the scope of these proposals) by reviewing the customer’s ability to repay based on the Company’s standards. However, implementation of the Rule’s payment requirements may require changes to the Company’s practices and procedures for such loans, which could affect the Company’s ability to make such loans, the cost of making such loans, the Company’s ability to, or frequency with which it could, refinance any such loans, and the profitability of such loans.
Further, on June 6, 2019, the CFPB amended the Rule to delay the August 19, 2019 compliance date for part of the Rule’s provisions, including the ability to repay requirements. In addition, on February 6, 2019, the CFPB issued a notice of proposed rulemaking proposing to rescind provisions of the Rule governing the ability to repay requirements. There were also lawsuits filed challenging various provisions of these Rules, as well as the constitutionality of the CFPB’s structure, and the court stayed the compliance date of the Rule while the litigation was pending. The Supreme Court handed down its decision on the constitutional challenge in June 2020, and in July 2020, the CFPB issued a final Rule, which revoked the underwriting provisions of the prior Rule. However, additional lawsuits were filed challenging the payment provisions of the Rule issued in 2020. In August 2021, the court found for the CFPB and dismissed the remaining challenges. As a result, the compliance date for the payments provisions of the Rule is now June 13, 2022 Unless rescinded or otherwise amended, the Company will have to comply with the Rule’s payment requirements if it continues to allow consumers to set up future recurring payments online for certain covered loans such that it meets the definition of having a “leveraged payment mechanism” under the Rule. If the payment provisions of the Rule apply, the Company will have to modify its loan payment procedures to comply with the required notices and mandated timeframes set forth in the final rule.
The CFPB defines a “larger participant” of automobile financing if it has at least 10,000 aggregate annual originations. The Company does not meet the threshold of at least 10,000 aggregate annual direct loan originations, and therefore would not fall under the CFPB’s supervisory authority. The CFPB issued rules regarding the supervision and examination of non-depository “larger participants” in the automobile finance business. The CFPB’s stated objectives of such examinations are: to assess the quality of a larger participant’s compliance management systems for preventing violations of federal consumer financial laws; to identify acts or practices that materially increase the risk of violations of federal consumer finance laws and associated harm to consumers; and to gather facts that help determine whether the larger participant engages in acts or practices that are likely to violate federal consumer financial laws in connection with its automobile finance business. At such time, if we become or the CFPB defines us as a larger participant, we will be subject to examination by the CFPB for, among other things, ECOA compliance; unfair, deceptive or abusive acts or practices (“UDAAP”) compliance; and the adequacy of our compliance management systems.
We have continued to evaluate our existing compliance management systems. We expect this process to continue as the CFPB promulgates new and evolving rules and interpretations. Given the time and effort needed to establish, implement and maintain adequate compliance management systems and the resources and costs associated with being examined by the CFPB, such an examination could likely have a material adverse effect on our business, financial condition and profitability. Moreover, any such examination by the CFPB could result in the assessment of penalties, including fines, and other remedies which could, in turn, have a material effect on our business, financial condition, and profitability.
Critical Accounting Estimate
A critical accounting estimate is an estimate that:
The Company’s critical accounting estimate relates to the allowance for credit losses. It is based on management’s opinion of an amount that is adequate to absorb losses incurred in the existing portfolio. Because of the nature of the customers under the Company’s Contracts and Direct Loan program, the Company considers the establishment of adequate reserves for credit losses to be imperative.
The Company uses trailing six-month net charge-offs as a percentage of average finance receivables, annualized and applies this calculated percentage to ending finance receivables to calculate estimated future probable credit losses for purposes of determining the allowance for credit losses. The Company then takes into consideration the composition of its portfolio, current economic conditions, estimated net realizable value of the underlying collateral, historical loan loss experience, delinquency, non-performing assets, and bankrupt accounts and adjusts the above, if necessary, to determine management’s total estimate of probable credit losses
17
and its assessment of the overall adequacy of the allowance for credit losses. Management utilizes significant judgment in determining probable incurred losses and in identifying and evaluating qualitative factors. This approach aligns with the Company’s lending policies and underwriting standards.
If the allowance for credit losses is determined to be inadequate, then an additional charge to the provision is recorded to maintain adequate reserves based on management’s evaluation of the risk inherent in the loan portfolio. Conversely, the Company could identify abnormalities in the composition of the portfolio, which would indicate the calculation is overstated and management judgement may be required to determine the allowance of credit losses for both Contracts and Direct Loans.
Contracts are purchased from many different dealers and are all purchased on an individual Contract-by-Contract basis. Individual Contract pricing is determined by the automobile dealerships and is generally the lesser of the applicable state maximum interest rate, if any, or the maximum interest rate which the customer will accept. In most 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 generally purchases Contracts on an individual basis.
The Company utilizes the branch model, which allows for Contract purchasing to be done at the branch level. The Company has detailed underwriting guidelines it utilizes to determine which Contracts to purchase. These guidelines are specific and are designed to provide reasonable assurance that the Contracts that the Company purchases have common risk characteristics. The Company utilizes its District Managers to evaluate their respective branch locations for adherence to these underwriting guidelines, as well as approve underwriting exceptions. The Company also utilizes field auditors to assure adherence to its underwriting guidelines. Any Contract that does not meet the Company’s underwriting guidelines can be submitted by a branch manager for approval from the Company’s District Managers or senior management.
Introduction
For the three months ended December 31, 2021, the net dilutive loss per share increased to $0.09 as compared to net dilutive earnings per share of $0.49 for the three months ended December 31, 2020. Net loss was $0.7 million for the three months ended December 31, 2021 as compared to a net income of $3.8 million for the three months ended December 31, 2020. Revenue decreased 15.4% to $12.2 million for the three months ended December 31, 2021, as compared to $14.5 million for the three months ended December 31, 2020, due to realized and unrealized gains of $1.3 million on equity investments in the prior year quarter and a 6.6% decrease in finance receivables.
For the nine months ended December 31, 2021, the net dilutive earnings per share increased to $0.34 as compared to net dilutive earnings per share of $0.85 for the nine months ended December 31, 2020. Net income was $2.6 million inclusive of $1.9 million
of interest expense related to the unamortized debt issuance costs on the extinguishment of the prior credit facility for the nine months ended December 31, 2021 as compared to a net income of $6.5 million which included realized and unrealized gains of $1.3 million on equity investments for the nine months ended December 31, 2020. Total revenue decreased 12.5% to $37.4 million for the nine months ended December 31, 2021 as compared to $42.7 million for the nine months ended December 31, 2020, due to a 12.1% decrease in average finance receivables, compared to the prior year period.
The Company finances primary transportation to and from work for the subprime borrower. The Company does not finance luxury cars, second units or recreational vehicles, which are the first payments customers tend to skip in time of economic insecurity. The Company finances the main and often only vehicle in the household that is needed to get our customers to and from work. The amounts we finance are much lower than most of our competitors, and therefore the payments are significantly lower, too. The
18
combination of financing a “need” over a “want” and making that loan on comparatively affordable terms incentivizes our customers to prioritize their account with us.
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
Portfolio Summary |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average finance receivables (1) |
|
$ |
176,949 |
|
|
$ |
192,966 |
|
|
$ |
179,333 |
|
|
$ |
203,996 |
|
Average indebtedness (2) |
|
$ |
64,824 |
|
|
$ |
101,522 |
|
|
$ |
72,002 |
|
|
$ |
112,476 |
|
Interest and fee income on finance receivables |
|
$ |
12,240 |
|
|
$ |
13,180 |
|
|
$ |
37,406 |
|
|
$ |
41,395 |
|
Interest expense |
|
|
2,613 |
|
|
|
1,442 |
|
|
|
4,923 |
|
|
|
4,660 |
|
Net interest and fee income on finance receivables |
|
$ |
9,627 |
|
|
$ |
11,738 |
|
|
$ |
32,483 |
|
|
$ |
36,735 |
|
Gross portfolio yield (3) |
|
|
27.67 |
% |
|
|
27.32 |
% |
|
|
27.81 |
% |
|
|
27.06 |
% |
Interest expense as a percentage of average finance receivables |
|
|
5.91 |
% |
|
|
2.99 |
% |
|
|
3.66 |
% |
|
|
3.05 |
% |
Provision for credit losses as a percentage of average finance |
|
|
3.79 |
% |
|
|
1.35 |
% |
|
|
2.83 |
% |
|
|
4.58 |
% |
Net portfolio yield (3) |
|
|
17.97 |
% |
|
|
22.98 |
% |
|
|
21.32 |
% |
|
|
19.43 |
% |
Operating expenses as a percentage of average finance receivables |
|
|
20.04 |
% |
|
|
15.35 |
% |
|
|
18.68 |
% |
|
|
14.96 |
% |
Pre-tax yield as a percentage of average finance receivables (4) |
|
|
(2.07 |
)% |
|
|
7.63 |
% |
|
|
2.64 |
% |
|
|
4.47 |
% |
Net charge-off percentage (5) |
|
|
5.67 |
% |
|
|
6.30 |
% |
|
|
4.70 |
% |
|
|
5.94 |
% |
Finance receivables |
|
|
|
|
|
|
|
$ |
176,173 |
|
|
$ |
188,626 |
|
||
Allowance percentage (6) |
|
|
|
|
|
|
|
|
2.06 |
% |
|
|
4.81 |
% |
||
Total reserves percentage (7) |
|
|
|
|
|
|
|
|
6.00 |
% |
|
|
8.76 |
% |
||
Note: All three-month and nine-month of income performance indicators expressed as percentages have been annualized.
Operating Strategy
The Company remains committed to its branch-based model and its core product of financing primary transportation to and from work for the subprime borrower through the local independent automobile dealership. The Company strategically employs the use of centralized servicing departments to supplement the branch operations and improve operational efficiencies, but its focus is on its core business model of decentralized operations. The Company’s strategy also includes risk-based pricing (rate, yield, advance, term, collateral value) and a commitment to the underwriting discipline required for optimal portfolio performance as opposed to chasing competition for the sake of simply generating volume. The Company’s principal goals are to increase its profitability and its long-term shareholder value. During fiscal 2022, the Company is focusing on the following items:
19
The Company continues to focus on selecting the right markets to have branch locations. As of December 31, 2021, the Company operated brick and mortar branch locations in 18 states — Alabama, Florida, Georgia, Idaho, Illinois, Indiana, Kentucky, Michigan, Missouri, North Carolina, Nevada, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Utah and Wisconsin. The Company also originated business in its expansion states of Kansas without a physical branch in such markets.
The Company is currently licensed to provide Direct Loans in 14 states— Alabama, Florida, Georgia (over $3,000), Illinois, Indiana, Kansas, Kentucky, Michigan, Missouri, North Carolina, Ohio, Pennsylvania, South Carolina, and Tennessee. The Company solicits current and former customers in these states for the purpose of providing Direct Loans to such customers, and intends to continue the expansion of its Direct Loan capabilities to the other states in which it acquires Contracts. Even with this targeted expansion, the Company expects its total Direct Loans portfolio to remain between 8% and 15% of its total portfolio for the foreseeable future.
Analysis of Credit Losses
The Company uses a trailing six-month charge-off analysis, annualized, to calculate the allowance for credit losses. Management believes that using the trailing six-month charge-off analysis, annualized, will more quickly reflect changes in the portfolio as compared to a trailing twelve-month charge-off analysis.
In addition, the Company takes into consideration the composition of the portfolio, current economic conditions, estimated net realizable value of the underlying collateral, historical loan loss experience, delinquency, non-performing assets, and bankrupt accounts when determining management’s estimate of probable credit losses and adequacy of the allowance for credit losses. By including recent trends such as delinquency, non-performing assets, and bankruptcy in its determination, management believes that the allowance for credit losses reflects the current trends of incurred losses within the portfolio and is better aligned with the portfolio’s performance indicators.
If the allowance for credit losses is determined to be inadequate, then an additional charge to the provision is recorded to maintain adequate reserves based on management’s evaluation of the risk inherent in the loan portfolio. Conversely, the Company could identify abnormalities in the composition of the portfolio, which would indicate the calculation is overstated and management judgement may be required to determine the allowance of credit losses for both Contracts and Direct Loans.
Non-performing assets are defined as accounts that are contractually delinquent for 61 or more days past due or Chapter 13 bankruptcy accounts. For these accounts, the accrual of interest income is suspended, and any previously accrued interest is reversed. Upon notification of a bankruptcy, an account is monitored for collection with other Chapter 13 accounts. In the event the debtors’ balance is 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, whether to begin repossession proceedings or allow the customer to begin making regularly scheduled payments.
The Company defines a Chapter 13 bankruptcy account as a Troubled Debt Restructuring (“TDR”). Beginning March 31, 2018, the Company allocated a specific reserve using a look back method to calculate the estimated losses. Based on this look back, management calculated a specific reserve of approximately $77,000 and $118,000 for these accounts as of December 31, 2021 and December 31, 2020, respectively.
The provision for credit losses increased to $1.7 million for the three months ended December 31, 2021 as compared to $0.7 million for the three months ended December 31, 2020. A smaller provision for credit losses taken during the three months ended December 31, 2020 was attributable to an alignment of total loss reserves with the declining trend of net charge-off percentage (see note 5 in the Portfolio Summary table in the “Introduction” above for the definition of net charge-off percentage).
Net charge-offs decreased to 4.70% for the fiscal year ended December 31, 2021 from 5.94% for the fiscal year ended December 31, 2020, primarily resulting from the Company‘s active management of the portfolio. The delinquency percentage for Contracts more than twenty-nine days past due, excluding Chapter 13 bankruptcy accounts, as of December 31, 2021 was 10.28%, a decrease from 11.49% as of December 31, 2020. The delinquency percentage for Direct Loans more than twenty-nine days past due, excluding Chapter 13 bankruptcy accounts, as of December 31, 2021 was 4.28%, a decrease from 5.23% as of December 31, 2020. The changes in delinquency percentage for both Contracts and Direct Loans was driven primarily by the Company’s continued focus on local
20
branch-based servicing. Based on these actions, improving servicing, and stricter underwriting policies, management has seen improvements in the delinquency rates.
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 further information on deferrals, please see the disclosure under “COVID-19” above.
Three months ended December 31, 2021 compared to three months ended December 31, 2020
Interest and Fee Income on Finance Receivables
Interest and fee income on finance receivables, which consist predominantly of finance charge income, decreased 7.6% to $12.2 million for the three months ended December 31, 2021, from $13.2 million for the three months ended December 31, 2020. The decrease was primarily due to a 8.3% decrease in average finance receivables to $176.9 million for the three months ended December 31, 2021, when compared to $193.0 million for the corresponding period ended December 31, 2020. The decrease in finance receivables was primarily the result of a reduction in the aggregate dollar amount and volume of Contracts purchased, as the Company continued implementing its strategic focus of financing primary transportation to and from work for the subprime borrower. Continuing this operating strategy allowed us, despite continuing competitive pressure, to acquire Contracts at similar yields (albeit lower discounts) during the three months ended December 31, 2021, compared to the corresponding period ended December 31, 2020, although the combined effect of the same average yield and lower discount could not entirely offset the reduction in the aggregate dollar amount of Contracts purchased.
The gross portfolio yield increased to 27.67% for the three months ended December 31, 2021, compared to 27.32% for the three months ended December 31, 2020. The net portfolio yield decreased to 17.97% for the three months ended December 31, 2021, compared to 22.98% for the three months ended December 31, 2020. The net portfolio yield decreased primarily due to the increase in the provision for credit losses, as described under “Analysis of Credit Losses”.
Operating Expenses
Operating expenses increased to $8.9 million for the three months ended December 31, 2021 compared to $7.4 million for the three months ended December 31, 2020. The increase in operating expenses was primarily attributed to administrative, salaries and employee benefits expenses. Operating expenses as a percentage of average finance receivables, increased to 20.04% for the three months ended December 31, 2021 from 15.35% for the three months ended December 31, 2020 due to a proportionally greater decline in finance receivables.
Provision Expense
The provision for credit losses increased to $1.7 million for the three months ended December 31, 2021 from $0.7 million for the three months ended December 31, 2020. A smaller provision for credit losses taken during the three months ended December 31, 2020 was attributable to an alignment of total loss reserves with the rapidly declining trend of net charge-off percentage.
Interest Expense
Interest expense was $2.6 million for the three months ended December 31, 2021, of which the Company recognized approximately $1.9 million of interest expense related to previously incurred but unamortized debt issuance costs on the extinguishment of the Ares credit facility, and $1.4 million for the three months ended December 31, 2020. The following table summarizes the Company’s average cost of borrowed funds, exclusive of debt origination costs:
|
|
Three months ended |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
Variable interest under the Line of Credit facility |
|
|
0.41 |
% |
|
|
1.93 |
% |
Credit spread under the Line of Credit facility |
|
|
2.82 |
% |
|
|
3.75 |
% |
Average cost of borrowed funds |
|
|
3.23 |
% |
|
|
5.68 |
% |
SOFR rates have decreased to 0.05%, which represents the one-month SOFR rate as required under our Wells Fargo Credit Facility, as of December 31, 2021 compared to 0.14%, which represents the one-month LIBOR rate as required under our Line of Credit, as of December 31, 2020. For further discussions regarding interest rates see “Note 5—Credit Facility”.
21
Income Taxes
The Company recorded an income tax benefit of approximately $209,000 for the three months ended December 31, 2021 compared to income tax expense of approximately $1,190,000 for the three months ended December 31, 2020. The Company’s effective tax rate decreased to 22.9% for the three months ended December 31, 2021 from 23.9% for the three months ended December 31, 2020.
Nine months ended December 31, 2021 compared to nine months ended December 31, 2020
Interest Income and Loan Portfolio
Interest and fee income on finance receivables, decreased 9.6% to $37.4 million for the nine months ended December 31, 2021 from $41.4 million for the nine months ended December 31, 2020. The decrease was primarily due to 12.1% decrease in average finance receivables to $179.3 million for the nine months ended December 31, 2021 when compared to $204.0 million for the corresponding period ended December 31, 2020. The decrease in average finance receivables was primarily the result of a reduction in the aggregate dollar amount and volume of Contracts purchased, as the Company continued implementing its renewed strategic focus of financing primary transportation to and from work for the subprime borrower. This shift in focus also allowed us to acquire Contracts at higher yields during the nine months ended December 31, 2021 compared to acquisitions during the corresponding period ended December 31, 2020, although the increase in average yield could not entirely offset the reduction in the aggregate dollar amount of Contracts purchased.
The gross portfolio yield increased to 27.81% for the nine months ended December 31, 2021, compared to 27.06% for the nine months ended December 31, 2020. The net portfolio yield increased to 21.32% for the nine months ended December 31, 2021 compared to 19.43% for the nine months ended December 31, 2020, respectively. The net portfolio yield increased primarily due to a decrease in the provision for credit losses, as described under “Analysis of Credit Losses”.
Operating Expenses
Operating expenses increased to approximately $25.1 million for the nine months ended December 31, 2021 from approximately $22.9 million for the nine months ended December 31, 2020. Operating expenses as a percentage of average finance receivables increased to 18.7% for the nine months ended December 31, 2021 from 15.0% for the nine months ended December 31, 2020. These increased percentages were attributed to an increase in administrative, and salaries and employee benefits expense as well as a decrease in the average finance receivables balances.
Provision Expense
The provision for credit losses decreased to $3.8 million for the nine months ended December 31, 2021 from $7.0 million for the nine months ended December 31, 2020, largely due to a 12.1% decrease in the average finance receivables and a decrease in the net charge-off percentage to 4.7% for the nine months ended December 31, 2021 from 5.9% for the nine months ended December 31, 2020.
Interest Expense
Interest expense was $4.9 million for the nine months ended December 31, 2021, of which the Company recognized approximately $1.9 million of interest expense related to previously incurred but unamortized debt issuance costs on the extinguishment of the Ares credit facility, and $4.7 million for the nine months ended December 31, 2021. The following table summarizes the Company’s average cost of borrowed funds, exclusive of debt origination costs:
|
|
Nine months ended |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
Variable interest under the Line of Credit facility |
|
|
0.80 |
% |
|
|
1.77 |
% |
Credit spread under the Line of Credit facility |
|
|
3.44 |
% |
|
|
3.75 |
% |
Average cost of borrowed funds |
|
|
4.24 |
% |
|
|
5.52 |
% |
22
Income Taxes
The Company recorded an income tax expense of approximately $926,000 for the nine months ended December 31, 2021 compared to income tax expense of approximately $1,711,000 for the nine months ended December 31, 2020. The Company’s effective tax rate increased to 26.0% for the nine months ended December 31, 2021 from 20.9% for the nine months ended December 31, 2020.
Contract Procurement
As of December 31, 2021, the Company purchases Contracts in the states listed in the table below. The Contracts purchased by the Company are predominantly for used vehicles; for the three-month periods ended December 31, 2021 and 2020, less than 1% were for new vehicles.
The following tables present selected information on Contracts purchased by the Company.
|
|
As of December 31, |
|
|
Three months ended |
|
|
Nine months ended |
|
|||||||||||
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
|||||
State |
|
Number of |
|
|
Net Purchases |
|
|
Net Purchases |
|
|||||||||||
FL |
|
|
11 |
|
|
$ |
3,388 |
|
|
$ |
3,549 |
|
|
$ |
9,621 |
|
|
$ |
11,585 |
|
OH |
|
|
6 |
|
|
|
2,539 |
|
|
|
2,466 |
|
|
|
8,677 |
|
|
|
7,517 |
|
GA |
|
|
5 |
|
|
|
2,247 |
|
|
|
2,126 |
|
|
|
7,664 |
|
|
|
7,590 |
|
KY |
|
|
3 |
|
|
|
1,003 |
|
|
|
1,023 |
|
|
|
3,802 |
|
|
|
3,225 |
|
MO |
|
|
2 |
|
|
|
1,135 |
|
|
|
1,022 |
|
|
|
3,920 |
|
|
|
3,264 |
|
NC |
|
|
3 |
|
|
|
1,752 |
|
|
|
862 |
|
|
|
4,710 |
|
|
|
3,138 |
|
IN |
|
|
2 |
|
|
|
1,071 |
|
|
|
547 |
|
|
|
3,150 |
|
|
|
2,149 |
|
SC |
|
|
3 |
|
|
|
1,376 |
|
|
|
611 |
|
|
|
3,587 |
|
|
|
2,812 |
|
AL |
|
|
2 |
|
|
|
911 |
|
|
|
728 |
|
|
|
2,695 |
|
|
|
1,702 |
|
MI |
|
|
2 |
|
|
|
800 |
|
|
|
510 |
|
|
|
2,103 |
|
|
|
1,506 |
|
NV |
|
|
1 |
|
|
|
557 |
|
|
|
378 |
|
|
|
1,751 |
|
|
|
978 |
|
TN |
|
|
1 |
|
|
|
486 |
|
|
|
636 |
|
|
|
1,449 |
|
|
|
1,954 |
|
IL |
|
|
1 |
|
|
|
356 |
|
|
|
267 |
|
|
|
1,102 |
|
|
|
681 |
|
PA |
|
|
1 |
|
|
|
622 |
|
|
|
272 |
|
|
|
1,354 |
|
|
|
819 |
|
TX |
|
|
1 |
|
|
|
516 |
|
|
|
- |
|
|
|
1,178 |
|
|
|
- |
|
WI |
|
|
1 |
|
|
|
312 |
|
|
|
88 |
|
|
|
832 |
|
|
|
155 |
|
ID |
|
|
1 |
|
|
|
186 |
|
|
|
169 |
|
|
|
560 |
|
|
|
256 |
|
UT |
|
|
1 |
|
|
|
69 |
|
|
|
17 |
|
|
|
300 |
|
|
|
43 |
|
AZ |
|
- |
|
|
|
154 |
|
|
|
- |
|
|
|
210 |
|
|
|
- |
|
|
KS |
|
|
- |
|
|
|
- |
|
|
|
14 |
|
|
|
- |
|
|
|
14 |
|
Total |
|
|
47 |
|
|
$ |
19,480 |
|
|
$ |
15,285 |
|
|
$ |
58,665 |
|
|
$ |
49,388 |
|
|
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
Contracts |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
Purchases |
|
$ |
19,480 |
|
|
$ |
15,285 |
|
|
$ |
58,665 |
|
|
$ |
49,388 |
|
Average APR |
|
|
23.1 |
% |
|
|
23.4 |
% |
|
|
23.1 |
% |
|
|
23.5 |
% |
Average discount |
|
|
6.8 |
% |
|
|
7.5 |
% |
|
|
6.8 |
% |
|
|
7.4 |
% |
Average term (months) |
|
|
47 |
|
|
|
46 |
|
|
|
47 |
|
|
|
46 |
|
Average amount financed |
|
$ |
11,228 |
|
|
$ |
10,307 |
|
|
$ |
10,906 |
|
|
$ |
10,132 |
|
Number of Contracts |
|
|
1,735 |
|
|
|
1,483 |
|
|
|
5,389 |
|
|
|
4,878 |
|
23
Direct Loan Origination
The following table presents selected information on Direct Loans originated by the Company.
Direct Loans |
|
Three months ended |
|
|
Nine months ended |
|
||||||||||
Originated |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
Purchases/Originations |
|
$ |
8,505 |
|
|
$ |
4,605 |
|
|
$ |
21,282 |
|
|
$ |
10,864 |
|
Average APR |
|
|
31.8 |
% |
|
|
30.9 |
% |
|
|
30.6 |
% |
|
|
29.6 |
% |
Average term (months) |
|
|
24 |
|
|
|
22 |
|
|
|
25 |
|
|
|
24 |
|
Average amount financed |
|
$ |
3,661 |
|
|
$ |
3,641 |
|
|
$ |
4,173 |
|
|
$ |
4,054 |
|
Number of loans |
|
|
2,282 |
|
|
|
1,265 |
|
|
|
5,186 |
|
|
|
2,744 |
|
Liquidity and Capital Resources
The Company’s cash flows are summarized as follows:
|
|
Nine months ended |
|
|||||
|
|
2021 |
|
|
2020 |
|
||
Cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
1,824 |
|
|
$ |
8,266 |
|
Investing activities |
|
|
6,835 |
|
|
|
26,845 |
|
Financing activities |
|
|
(35,106 |
) |
|
|
(30,534 |
) |
Net (decrease) increase in cash |
|
$ |
(26,447 |
) |
|
$ |
4,577 |
|
The Company’s primary use of working capital for the quarter ended December 31, 2021 was, and for the foreseeable future will continue to be, funding the purchase of Contracts, which are financed substantially through cash from principal and interest payments received, and the Company’s credit facility.
On November 5, 2021, NFI and its direct parent, Nicholas Data Services, Inc. (“NDS” and collectively with NFI, the “Borrowers”), entered into a senior secured credit facility (the “Credit Facility”) pursuant to a loan and security agreement by and among the Borrowers, Wells Fargo Bank, N.A., as agent, and the lenders that are party thereto (the “Credit Agreement”). The Ares Credit Facility was paid off in connection with entering into the Credit Facility.
Pursuant to the Credit Agreement, the lenders have agreed to extend to the Borrowers a line of credit of up to $175,000,000. The availability of funds under the Credit Facility is generally limited to an advance rate of between 80% and 85% of the value of eligible receivables, and outstanding advances under the Credit Facility will accrue interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus 2.25%. The commitment period for advances under the Credit Facility is three years (the expiration of that time period, the “Maturity Date”).
Pursuant to the Credit Agreement, the Borrowers granted a security interest in substantially all of their assets as collateral for their obligations under the Credit Facility. Furthermore, pursuant to a separate collateral pledge agreement, NDS pledged its equity interest in NFI as additional collateral.
The Credit Agreement and the other loan documents contain customary events of default and negative covenants, including but not limited to those governing indebtedness, liens, fundamental changes, investments, and sales of assets. If an event of default occurs, the lenders could increase borrowing costs, restrict the Borrowers’ ability to obtain additional advances under the Credit Facility, accelerate all amounts outstanding under the Credit Facility, enforce their interest against collateral pledged under the Credit Facility or enforce such other rights and remedies as they have under the loan documents or applicable law as secured lenders.
If the lenders terminate the Credit Facility following the occurrence of an event of default under the loan documents, or the Borrowers prepay the loan and terminate the Credit Facility prior to the Maturity Date, then the Borrowers are obligated to pay a termination or prepayment fee in an amount equal to a percentage of $175,000,000, calculated as 2% if the termination or prepayment occurs during year one, 1% if the termination or repayment occurs during year two, and 0.5% if the termination or prepayment occurs thereafter.
24
The Company will continue to depend on the availability the Credit Facility, together with cash from operations, to finance future operations. The availability of funds under the Credit Facility generally depends on availability calculations as defined in the Credit Agreement. See also the disclosure in Note 5. Credit Facility in this Form 10-Q, which is incorporated herein by reference.
On May 27, 2020, the Company obtained a loan in the amount of $3,243,900 from a bank in connection with the U.S. Small Business Administration’s (“SBA”) Paycheck Protection Program (the “PPP Loan”). Pursuant to the Paycheck Protection Program, all or a portion of the PPP Loan may be forgiven if the Company uses the proceeds of the PPP Loan for its payroll costs and other expenses in accordance with the requirements of the Paycheck Protection Program. The Company used the proceeds of the PPP Loan for payroll costs and other covered expenses and sought full forgiveness of the PPP Loan, but there can be no assurance that the Company will obtain any forgiveness of the PPP Loan. The Company submitted the forgiveness application to Fifth Third Bank, the lender, on December 7, 2020 and submitted supplemental documentation on January 16, 2021. On December 27, 2021 SBA informed the Company that forgiveness in the amount of $0.00 is appropriate. The Company filed an appeal with SBA on January 5, 2022. The Company cannot predict whether the appeal will be successful. While the Company awaits the SBA response to the appeal, the loan payments are deferred.
Unless the Company is successful on appeal, the outstanding principal balance plus accrued and unpaid interest (accruing at the rate of 1.00% per annum) is due on May 22, 2022. The PPP Loan is unsecured. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The related promissory note contains events of default and other provisions customary for a loan of this type.
Off-Balance Sheet Arrangements
The Company does not engage in any off-balance sheet financing arrangements.
25
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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 Chief Financial Officer, the effectiveness 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 Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.
Changes in internal control over financial reporting.
No change in the Company’s internal control over financial reporting occurred during the Company’s fiscal quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
26
PART II—OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company currently is not a party to any pending legal proceedings other than ordinary routine litigation incidental to its business, that, if decided adversely to the Company, would, in the opinion of management, have a material adverse effect on the Company’s financial condition or results of operations.
ITEM 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021, 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 2. Unregistered Sales of Equity Securities and Use of Proceeds
The table below sets forth the information with respect to purchase made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our shares of common stock during the three months ended December 31, 2021.
|
|
Total Number |
|
|
Average Price |
|
|
Total Number |
|
|
Approximate |
|
||||
Period |
|
(In thousands, except for average price paid per share) |
|
|||||||||||||
October 1, 2021 to October 31, 2021 |
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
5,574 |
|
November 1, 2021 to November 30, 2021 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,574 |
|
December 1, 2021 to December 31, 2021 |
|
|
6 |
|
|
|
11.35 |
|
|
|
6 |
|
|
|
5,506 |
|
Total |
|
|
6 |
|
|
$ |
11.35 |
|
|
|
6 |
|
|
|
|
|
In May 2019, the Company’s Board of Directors (“Board”) authorized a new stock repurchase program allowing for the repurchase of up to $8.0 million of the Company’s outstanding shares of common stock in open market purchases, privately negotiated transactions, or through other structures in accordance with applicable federal securities laws. The authorization was effective immediately.
The timing and actual number of sharers will depend on a variety of factors, including stock price, corporate and regulatory requirements and other market and economic conditions. The Company’s stock repurchase program may be suspended or discontinued at any time.
In August 2019, the Company’s Board authorized additional repurchase of up to $1.0 million of the Company’s outstanding shares.
27
ITEM 6. EXHIBITS
Exhibit No. |
|
Description |
|
|
|
10.1* |
|
|
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.11 |
|
Certification of the Principal Executive Officer Pursuant to 18 U.S.C. § 1350 |
|
|
|
32.21 |
|
Certification of the Principal Financial Officer Pursuant to 18 U.S.C. § 1350 |
|
|
|
101.INS |
|
Inline XBRL Instance Document |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
101.LAB |
|
Inline XBRL Taxonomy Extension Labels Linkbase Document |
|
|
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Incorporated herein by reference to Exhibit 10.1 to the Company’s 8-K, dated as of November 5, 2021,Loan and Security Agreement, by and among Wells Fargo Bank, N.A., as agent, the lenders that are parties thereto, and Nicholas Financial, Inc. and Nicholas Data Services, Inc., as borrowers.
1 This certification accompanies the Quarterly Report on Form 10-Q and is not filed as part of it.
28
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, 2022 |
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/s/ Douglas Marohn |
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Douglas Marohn |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
Date: February 9, 2022 |
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/s/ Irina Nashtatik |
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Irina Nashtatik |
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Chief Financial Officer |
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(Principal Financial Officer) |
29
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Douglas Marohn, certify that:
Date: February 9, 2022 |
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/s/ Douglas Marohn |
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Douglas Marohn |
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President and Chief Executive Officer |
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|
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Irina Nashtatik, certify that:
Date: February 9, 2022 |
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/s/ Irina Nashtatik |
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Irina Nashtatik |
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|
Chief Financial Officer |
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|
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. § 1350
Solely for the purpose of complying with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned President and Chief Executive Officer of Nicholas Financial, Inc. (the “Company”), hereby certify that the Quarterly Report on Form 10-Q of the Company for the period ended December 31, 2021 (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/ Douglas Marohn |
Douglas Marohn |
President and Chief Executive Officer |
(Principal Executive Officer) |
Dated: February 9, 2022
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 Chief Financial Officer of Nicholas Financial, Inc. (the “Company”), hereby certify that the Quarterly Report on Form 10-Q of the Company for the period ended December 31, 2021 (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/ Irina Nashtatik |
Irina Nashtatik |
Chief Financial Officer |
(Principal Financial Officer) |
Dated: February 9, 2022