8-K
OLD MARKET CAPITAL Corp (OMCC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 12, 2024
OLD MARKET CAPITAL CORPORATION
(Exact name of registrant as specified in its Charter)
| Delaware | 0-26680 | 59-2506879 |
|---|---|---|
| (State or Other Jurisdiction of<br><br>Incorporation or Organization) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 1601 Dodge Street, Suite 3350<br><br>Omaha, Nebraska | 68102 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
(727) 726-0763
(Registrant’s telephone number, Including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | OMCC | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition
On November 12, 2024 Old Market Capital Corporation (the "Company") issued a press release announcing, among other things, the Company’s financial results for its quarter ended September 30, 2024. A copy of this press release is attached hereto as Exhibit 99.1.
The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) is furnished pursuant to this Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, the information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.
Item 9.01 Exhibits
| (a) | Not applicable |
|---|---|
| (b) | Not applicable |
| (c) | Not applicable |
| (d) | Exhibits: |
| Exhibit # | Description |
| --- | --- |
| 99.1 | Press Release of the Company dated November 12, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, hereunto duly authorized.
| Old Market Capital Corporation | ||
|---|---|---|
| (Registrant) | ||
| Date: November 12, 2024 | /s/ Charles Krebs | |
| Charles Krebs | ||
| Chief Financial Officer<br><br>(Principal Financial Officer) |
EX-99.1
Exhibit 99.1
| FOR IMMEDIATE RELEASE | ||
|---|---|---|
| Old Market CC | Contact: Charles Krebs | NASDAQ: OMCC |
| Old Market Capital Corporation<br><br>Corporate Headquarters<br><br>1601 Dodge St., Suite 3350<br><br>Omaha, NE 68102 | CFO<br><br>Ph # (402) 658-0809 | Website: www.nicholasfinancial.com<br><br>Future Website: www.oldmarketcapital.com |
Old Market Capital Announces
2nd Quarter Fiscal Year 2025 Results
- Old Market Capital started providing wireless internet, fiber internet, and other new services in conjunction with its recent acquisition of a controlling stake in Amplex Electric
- $3M of revenue and $410K of income attributed to Amplex Electric during Q2
- Amplex received $21.3M RUS Loan approval, which can be drawn on over the next 5 years
- Higher than normal operating expenses attributed to restructuring and acquisition costs
November 12, 2024 – Omaha, Nebraska – Old Market Capital Corporation (NASDAQ: OMCC) (the "Company") announced a net loss of $0.45 million attributable to common shareholders for the three months ended September 30, 2024 compared to a net loss of $10.5 million attributable to common shareholders for the three months ended September 30, 2023. Basic and diluted net loss per share was $0.07 for the three months ended September 30, 2024 compared to a net loss per share of $1.44 for the three months ended September 30, 2023.
Total operating expenses from continuing operations increased 147.5% to $3.98 million for the three months ended September 30, 2024 as compared to $1.6 million during the three months ended September 30, 2023. The increase in operating expenses during the quarter was largely attributable to general and administrative expenses related to the execution of the previously announced restructuring plan of the Company, which included the ramp-up of operations for the Company to provide wireless internet, fiber internet, and other new services in conjunction with its acquisition of Amplex Electric, Inc. (“Amplex”), as well as acquisition costs related to the purchase of a controlling stake in Amplex.
The Company reported a net loss of $3.7 million attributable to common shareholders for the six months ended September 30, 2024 as compared to a net loss of $8.9 million for the six months ended September 30, 2023. Basic and diluted net loss per share was $0.56 for the six months ended September 30, 2024 as compared to basic and diluted net loss per share of $1.23 for the six months ended September 30, 2023.
Total operating expenses from continuing operations increased 158% to $8.0 million for the six months ended September 30, 2024 as compared to $3.1 million for the six months ended September 30, 2023. The increase of operating expenses during the first six months were primarily attributable to costs associated with (i) the emigration of the Company from Canada to the U.S.; (ii) the sale of previous operations to Westlake Financial; (iii) the acquisition of a controlling interest in Amplex Electric, Inc.; and (iv) other costs associated with the Company’s previously announced restructuring plan.
“The OMCC Management Team is excited about the strong quarterly performance from Amplex. Amplex contributed nearly $3 million in revenue and $410 thousand of income for the quarter. A large opportunity set for future projects will allow for continued growth and increased contributions to OMCC’s bottom line. In addition to Amplex, the OMCC Management Team is focused on reducing operating expenses and finding additional investment opportunities that are accretive to shareholder value,” commented Jeffrey Royal, CEO of Old Market Capital.
Old Market Capital Corporation (NASDAQ:OMCC), formerly known as Nicholas Financial Inc., was previously a specialized consumer finance company. After the Company announced the restructuring of its operations in November 2023, the Company
now operates as a holding company which owns a controlling interest in Amplex Electric, Inc., a broadband company, and which seeks to pursue additional controlling interests in other companies and sectors yet to be determined. For an index of Old Market Capital’s new releases or to obtain a specific release, please visit the Company’s legacy website at www.nicholasfinancial.com and future website currently under construction, www.oldmarketcapital.com.
Cautionary Note regarding Forward-Looking Statements
This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, that represent the Company’s current expectations or beliefs concerning future events. Statements other than those of historical fact, as well as those identified by words such as “anticipate,” “estimate,” intend,” “plan,” “expect,” “project,” "explore," “believe,” “may,” “will,” “should,” “would,” “could,” “probable” and any variation of the foregoing and similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain and subject to certain risks, uncertainties and assumptions that may cause results to differ materially from those expressed or implied in such forward-looking statements. 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 and cautionary statements included in this press release are made as of the date hereof based on information available to the Company as the date hereof, and the Company assumes no obligation to update any such forward-looking statement or cautionary statement. Prospective investors should also consult the risk factors described from time to time in the Company’s other filings made with the U.S. Securities and Exchange Commission, including its reports on Forms 10-K, 10-Q, 8-K and annual reports to shareholders.
Old Market Capital Corporation
Condensed Consolidated Statements of Income
(Unaudited, Dollars in Thousands, Except Share and Per Share Amounts)
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenue | ||||||||||||
| Wireless internet services | $ | 1,764 | $ | — | $ | 2,083 | $ | — | ||||
| Fiber internet services | 773 | — | 879 | — | ||||||||
| Other revenue | 421 | — | 485 | — | ||||||||
| Total revenue: | 2,958 | — | 3,447 | — | ||||||||
| Expenses | ||||||||||||
| Cost of services | 366 | — | 432 | — | ||||||||
| Other operating expenses | 3,617 | 1,609 | 7,587 | 3,109 | ||||||||
| Total operating expenses | 3,983 | 1,609 | 8,019 | 3,109 | ||||||||
| Other income (expense) | ||||||||||||
| Emigration tax expense | — | — | (1,711 | ) | — | |||||||
| Loss on dissenting shareholders' liability | (274 | ) | — | (1,103 | ) | — | ||||||
| Other income (expense) | 427 | (49 | ) | 838 | (37 | ) | ||||||
| Total other income (expense), net | 153 | (49 | ) | (1,976 | ) | (37 | ) | |||||
| Loss before income taxes | (872 | ) | (1,658 | ) | (6,548 | ) | (3,146 | ) | ||||
| Income tax (expense) benefit | (103 | ) | — | 25 | — | |||||||
| Loss from continuing operations | (975 | ) | (1,658 | ) | (6,523 | ) | (3,146 | ) | ||||
| Discontinued operations: | ||||||||||||
| Total income (loss) from discontinued operations | 801 | (8,827 | ) | 2,860 | (5,783 | ) | ||||||
| Net loss | (174 | ) | (10,485 | ) | (3,663 | ) | (8,929 | ) | ||||
| Less: Net loss attributable to noncontrolling interest | (7 | ) | — | (8 | ) | — | ||||||
| Less: Net income attributable to redeemable noncontrolling interest | 284 | — | 74 | — | ||||||||
| Net loss attributable to common shareholders | $ | (451 | ) | $ | (10,485 | ) | $ | (3,729 | ) | $ | (8,929 | ) |
| Net loss per share attributable to common shareholders from continuing operations: | ||||||||||||
| Basic | $ | (0.19 | ) | $ | (0.23 | ) | $ | (0.98 | ) | $ | (0.43 | ) |
| Diluted | $ | (0.19 | ) | $ | (0.23 | ) | $ | (0.98 | ) | $ | (0.43 | ) |
| Net income (loss) per share attributable to common shareholders from discontinued operations: | ||||||||||||
| Basic | $ | 0.12 | $ | (1.21 | ) | $ | 0.43 | $ | (0.79 | ) | ||
| Diluted | $ | 0.12 | $ | (1.21 | ) | $ | 0.43 | $ | (0.79 | ) | ||
| Net loss per share attributable to common shareholders: | ||||||||||||
| Basic | $ | (0.07 | ) | $ | (1.44 | ) | $ | (0.56 | ) | $ | (1.23 | ) |
| Diluted | $ | (0.07 | ) | $ | (1.44 | ) | $ | (0.56 | ) | $ | (1.23 | ) |
Old Market Capital Corporation
Condensed Consolidated Balance Sheets
(Unaudited, In Thousands)
| September 30, 2024 | March 31, 2024 | |||
|---|---|---|---|---|
| Cash and cash equivalents | $ | 29,475 | $ | 18,982 |
| Assets of discontinued operations | — | 39,441 | ||
| Property, plant, and equipment, net | 25,911 | 75 | ||
| Intangible assets, net | 10,922 | — | ||
| Goodwill | 10,434 | — | ||
| Other assets | 3,540 | 1,340 | ||
| Total assets | $ | 80,282 | $ | 59,838 |
| Accounts payable | $ | 1,767 | $ | 99 |
| Liabilities of discontinued operations | 59 | 497 | ||
| Deferred income taxes | 4,730 | — | ||
| Other liabilities | 1,775 | 400 | ||
| Total liabilities | 8,331 | 996 | ||
| Commitments and contingencies | ||||
| Redeemable non-controlling interest | 15,738 | — | ||
| Old Market Capital Corporation available Shareholders' equity | 52,670 | 58,842 | ||
| Non-controlling interest | 3,543 | — | ||
| Total Shareholders' equity including non-controlling interests | 56,213 | 58,842 | ||
| Total liabilities, redeemable non-controlling interest, and equity | $ | 80,282 | $ | 59,838 |