Overview

Nicholas Financial-Canada is a Canadian holding company incorporated under the laws of British Columbia in 1986. Nicholas Financial-Canada currently conducts its business activities exclusively through a wholly-owned indirect Florida subsidiary, Nicholas Financial. Nicholas Financial is a specialized consumer finance company engaged primarily in acquiring and servicing automobile finance installment contracts ("Contracts") for purchases of used and new automobiles and light trucks. To a lesser extent, Nicholas Financial also originates direct consumer loans ("Direct Loans") and sells consumer-finance related products. Nicholas Financial's financing activities represent a primary source of consolidated revenue for the fiscal years ended March 31, 2022 and 2021. A second Florida subsidiary, Nicholas Data Services, Inc. ("NDS"), serves as an intermediate holding company for Nicholas Financial. In addition, NF Funding I, LLC ("NF Funding I") is a wholly-owned, special purpose financing subsidiary of Nicholas Financial.

Nicholas Financial-Canada, Nicholas Financial, NDS, and NF Funding I are collectively referred to herein as the "Company".

Introduction

The Company's consolidated revenues decreased from $54.2 million for the fiscal year ended March 31, 2021 to $49.8 million for the fiscal year ended March 31, 2022. The Company's diluted earnings per share decreased from $1.09 per share for the fiscal year ended March 31, 2021 to $0.39 per share for the fiscal year ended March 31, 2022. The Company's operating income before income taxes decreased from $10.9 million for the year ended March 31, 2021 to $4.0 million for the year ended March 31, 2022. The $6.9 million decrease in profitability was primarily driven by a decrease in average finance receivables from $199.1 million to $178.7 million for the year ended March 31, 2021 and 2022, respectively, and the acceleration of unamortized debt issuance costs from the ARES facility (non-cash interest expense) in the amount of $1.9 million.

The Company's consolidated net income decreased from $8.4 million for the fiscal year ended March 31, 2021 to $3.0 million for the fiscal year ended March 31, 2022.

The gross portfolio yield of the portfolio for the fiscal years ended March 31, 2022 and 2021 was 27.82% and 27.23%, respectively. For the years ended March 31, 2022 and 2021, the average dealer discount decreased from 7.5% to 6.9% primarily as a result of market conditions in the 2022 fiscal year. The APR (and therefore overall



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yield) on new purchases was consistent in fiscal 2022 and fiscal 2021, which was primarily driven by the Company's continuing commitment to its core principles of disciplined underwriting and risk-based pricing.



                                                             Fiscal Year ended March 31,
Portfolio Summary                                                  (In thousands)
                                                              2022                 2021
Average finance receivables (1)                          $      178,686       $      199,102
Average indebtedness (2)                                 $       67,684       $      107,615
Interest and fee income on finance receivables                   49,779               54,211
Interest expense                                                  5,366                5,980

Net interest and fee income on finance receivables $ 44,348 $ 48,231 Gross portfolio yield (3)

                                         27.86 %              27.23 %

Interest expense as a percentage of average finance


  receivables                                                      3.00 %               3.00 %

Provision for credit losses as a percentage of average


  finance receivables                                              3.34 %               3.64 %
Net portfolio yield (3)                                           21.52 %              20.59 %

Operating expenses as a percentage of average finance


  receivables                                                     19.25 %              15.99 %

Pre-tax yield as a percentage of average finance


  receivables(4)                                                   2.27 %               4.60 %
Net charge-off percentage (5)                                      5.13 %               6.16 %
Finance receivables                                      $      178,786       $      184,237
Allowance percentage (6)                                           1.61 %               3.34 %
Total reserves percentage (7)                                      5.62 %               7.49 %



(1)


Average finance receivables represent the average of finance receivables
throughout the period.
(2)
Average indebtedness represents the average outstanding borrowings under the
Credit Facility throughout the period. Average indebtedness does not include the
PPP loan.
(3)
Gross portfolio yield represents interest and fee income on finance receivables
as a percentage of average finance receivables. Net portfolio yield represents
(a) interest and fee income on finance receivables minus (b) interest expense
minus (c) the provision for credit losses, as a percentage of average finance
receivables.
(4)
Pre-tax yield represents net portfolio yield minus operating expenses
(marketing, salaries, employee benefits, depreciation, and administrative), as a
percentage of average finance receivables.
(5)
Net charge-off percentage represents net charge-offs (charge-offs less
recoveries) divided by average finance receivables, outstanding during the
period, annualized for 12 months.
(6)
Allowance percentage represents the allowance for credit losses divided by
finance receivables outstanding as of ending balance sheet date.
(7)
Total reserves percentage represents the allowance for credit losses, unearned
purchase price discount, and unearned dealer discounts divided by finance
receivables outstanding as of ending balance sheet date

COVID-19

The 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. While pandemic unemployment assistance has been extended through September 6, 2021, the beneficial impact these benefits have had on the Company largely disappeared once its customers no longer qualified for such benefits. The Company continued to experience strong cash collections and experienced positive trending on gross charge-off balances for the twelve months ended March 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 Company allowed an additional deferment during fiscal year 2021, as a result the number of deferments increased at the beginning of the pandemic. For the years ended March 31, 2022 and 2021 the Company experienced an average monthly number of deferments of 255 and 696, respectively, which would represent approximately 1.0% and 2.6% of total Contracts and Direct



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Loans, as of March 31, 2022 and 2021, respectively. 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, success of vaccination efforts, and scope and duration of special government benefits to be unemployed, 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.

Critical Accounting Estimates

A critical accounting estimate is an estimate that: (i) is made in accordance with generally accepted accounting principles, (ii) involves a significant level of estimation uncertainty and (iii) has had or is reasonably likely to have a material impact on the Company's financial condition or results of operations.

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 takes into consideration the composition of the portfolio, current economic conditions, the 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 the 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. During the fourth quarter of the fiscal year ended March 31, 2022, the Company made a change in the accounting estimate and began using a trailing twelve-month net charge-offs as a percentage of average finance receivables, and applying this percentage to ending finance receivables to estimate future probable credit losses. This approach better reflects the current trends of incurred losses within the portfolio and more closely aligns the allowance for credit losses with the portfolio's performance indicators. Prior to the fourth quarter of the fiscal year ended March 31, 2022, the Company used a trailing six-month net charge-offs as a percentage of average finance receivables, annualized, and applied this percentage to ending finance receivables to estimate future probable losses for purposes of determining the allowance for credit losses. Using the prior methodology for estimating the allowance for credit losses would have resulted in higher provision expense of approximately $1.7 million. Management believes that estimating the allowance for credit losses using the trailing twelve-month charge-off analysis more accurately reflects portfolio performance adjusted for seasonality and encompasses historical collection practices. Under the current methodology the management continues to evaluate qualitative factors to support its allowance for credit losses. The Company examines the impact of macro-economic factors, such as year-over-year inflation, and changes in the value of underlying collateral and as a result incorporated an additional $0.9 million as a qualitative component amount to its current estimate of adequate reserves.

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



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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. 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.

Fiscal 2022 Compared to Fiscal 2021

Interest and Fee Income on Finance Receivables

Interest and fee income on finance receivables, predominantly finance charge income, decreased to $49.8 million in fiscal 2022 as compared to $54.2 million in fiscal 2021. The average finance receivables totaled $178.7 million for the fiscal year ended March 31, 2022, a decrease of 10.2% from $199.1 million for the fiscal year ended March 31, 2021. Purchasing volume increased to $85.8 million in fiscal 2022 from $74.0 million in fiscal 2021. Purchasing volume increased from fiscal 2021 primarily as a result of our focus on training, developing, retaining good talent, while continuing to apply disciplined underwriting and risk-based pricing.

Competition continued to affect the Company's ability to acquire Contracts at desired yields. The average APR on new Contract purchases was 23.1% for the fiscal year 2022 and 23.4% for the fiscal year 2021. Concurrently, the dealer discount on new Contract purchases decreased from 7.5% for fiscal year 2021 to 6.9% for fiscal year 2022, primarily as a result of competitive pressures. Overall, the Company maintains its strategy focused on risk-based pricing (rate, yield, advance, term, etc.) and a commitment to the underwriting discipline required for optimal portfolio performance.

The gross portfolio yield increased to 27.9% for the fiscal year ended March 31, 2022 as compared to 27.2% for the fiscal year ended March 31, 2021. The gross portfolio yield increased primarily because the percentage decrease in average finance receivables exceeded the percentage decrease in interest and fee income on finance receivables.

The net portfolio yield increased to 21.5% for the fiscal year ended March 31, 2022 from 20.6% for the fiscal year ended March 31, 2021. The net portfolio yield increased primarily due to a decrease in the provision for credit losses as a percentage of finance receivables, as described under "Analysis of Credit Losses" below (although the provision for credit losses increased in absolute terms). Additionally, the Company recorded lower interest expenses for the fiscal year 2022, which also increased net portfolio yield.

Operating Expenses

Operating expenses increased to $34.4 million for the fiscal year ended March 31, 2022 compared to $31.8 million for the fiscal year ended March 31, 2021 as a result of increases across expense accounts, including but not limited to, professional/consulting fees, marketing, rent, and other identified expenses as a result of expansion efforts into new markets, the opening and staffing of our second corporate location, and a re-focusing on training and development of staff.

Interest Expense

Interest expense decreased to $5.4 million for the fiscal year ended March 31, 2022, as compared to $6.0 million for the fiscal year ended March 31, 2021, due to a decrease in average outstanding debt and lower interest rate. During third quarter of the fiscal year ended March 31, 2021 the Company recognized an acceleration of unamortized debt issuance costs (non-cash interest expense) related to the extinguishment of the ARES credit facility in the amount of $1.9 million as interest expense within the Consolidated Statements of Income. The average outstanding debt during the year ended March 31, 2022 decreased to $67.7 million from $107.6 million during the year ended March 31,



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2021. The following table summarizes the Company's average cost of borrowed funds for the fiscal years ended March 31:



                                                         2022       2021

Variable interest under the line of credit and credit


  facility                                                0.63 %     1.81 %

Credit spread under the line of credit and credit


  facility                                                3.15 %     3.75 %
Average cost of borrowed funds                            3.78 %     5.56 %




Analysis of 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 fiscal years ended March
31:

                                    For the year ended March 31, 2022
                                             (In thousands)
                                 Indirect           Direct         Total
Balance at beginning of year   $      6,001       $      153     $   6,154
Provision for credit losses           4,210            1,755         5,965
Charge-offs                         (13,515 )           (980 )     (14,495 )
Recoveries                            5,265               60         5,325
Balance at end of year         $      1,961       $      988     $   2,949



                                    For the year ended March 31, 2021
                                             (In thousands)
                                 Indirect           Direct         Total
Balance at beginning of year   $      10,433       $     729     $  11,162
Provision for credit losses            7,250               -         7,250
Charge-offs                          (17,141 )          (682 )     (17,823 )
Recoveries                             5,459             106         5,565
Balance at end of year         $       6,001       $     153     $   6,154

The Company takes into consideration the composition of the portfolio, current economic conditions, the 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 the 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. During the fourth quarter of the fiscal year ended March 31, 2022, the Company made a change in the accounting estimate and began using a trailing twelve-month net charge-offs as a percentage of average finance receivables, and applying this percentage to ending finance receivables to estimate future probable credit losses. This approach better reflects the current trends of incurred losses within the portfolio and more closely aligns the allowance for credit losses with the portfolio's performance indicators. Prior to the fourth quarter of the fiscal year ended March 31, 2022, the Company used a trailing six-month net charge-offs as a percentage of average finance receivables, annualized, and applied this percentage to ending finance receivables to estimate future probable losses for purposes of determining the allowance for credit losses. Using the prior methodology for estimating the allowance for credit losses would have resulted in higher provision expense of approximately $1.7 million. Management believes that estimating the allowance for credit losses using the trailing twelve-month charge-off analysis more accurately reflects portfolio performance adjusted for seasonality and encompasses historical collection practices. Under the current methodology the management continues to evaluate qualitative factors to support its allowance for credit losses. The Company examines the impact of macro-economic factors, such as



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year-over-year inflation, and changes in the value of underlying collateral and as a result incorporated an additional $0.9 million as a qualitative component amount to its current estimate of adequate reserves.

The Company defines non-performing assets as accounts that are contractually delinquent for 60 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"). The Company records a specific reserve for Chapter 13 bankruptcy accounts which is considered a qualitative reserve to the allowance for credit losses. The Company records the reserve based on the expected collectability of the principal balance of the Chapter 13 Bankruptcy and the specific reserve recorded as of March 31, 2022 and March 31, 2021 was $138,000 and $68,000, respectively.

The provision for credit losses decreased to $6.0 million for the fiscal year ended March 31, 2022 from $7.3 million for the fiscal year ended March 31, 2021, due to decrease in net charge-off percentage. The Company's allowance for credit losses also incorporates recent trends such as delinquency, non-performing assets, and bankruptcy. The Company believes that this approach reflects the current trends of incurred losses within the portfolio and better aligns the allowance for credit losses with the portfolio's performance indicators.

Net charge-offs decreased to 5.1% for the fiscal year ended March 31, 2022 from 6.2% for the fiscal year ended March 31, 2021, primarily resulting from the Company's active management of the portfolio. (See note 5 in the Portfolio Summary table in the "Introduction" above for the definition of net charge-off percentage.)

The delinquency percentage for Contracts more than thirty days past due, excluding Chapter 13 bankruptcy accounts, as of March 31, 2022 was 7.3%, an increase from 5.7% as of March 31, 2021. The delinquency percentage for Direct Loans more than thirty days past due, excluding Chapter 13 bankruptcy accounts, as of March 31, 2022 was 3.6%, an increase from 3.2% as of March 31, 2021. The delinquency percentage for both Contracts and Direct Loans increased as enhanced unemployment benefits and stimulus programs came to an end.

In accordance with Company policies and procedures, certain borrowers qualify for, and the Company offers, one-month principal payment deferrals on Contracts and Direct Loans. For the fiscal years ended March 31, 2022 and March 31, 2021 the Company granted deferrals to approximately 11.8% and 31.2%, respectively, of total Contracts and Direct Loans. The decrease in the total number of deferrals in fiscal 2022 compared to fiscal 2021 was primarily the result of a spike in April 30, 2021, and a change in company policy during fiscal 2021 that allowed an additional deferment. 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. For further information on deferrals, please see the disclosure under "COVID-19" above.

Income Taxes

The Company recorded a tax expense of approximately $2.6 million during fiscal 2021 compared to a tax expenses of approximately $1.0 million during fiscal 2022. The Company's effective tax rate in fiscal 2021 was 23.7% compared to 25.9% in fiscal 2022. For further discussion regarding income taxes see "Note 7 - Income Taxes".



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Liquidity and Capital Resources

The Company's cash flows are summarized as follows:



                                      Fiscal Year ended March 31,
                                            (In thousands)
                                       2022                 2021
Cash provided by (used in):
Operating activities              $        3,487       $       14,623
Investing activities                       3,862               29,861
Financing activities                     (35,551 )            (36,191 )

Net increase (decrease) in cash $ (28,202 ) $ 8,293

Our major source of liquidity and capital is cash generated from our ongoing operations and our borrowing capacity under our Credit Facility.

We believe that our current cash balance, together with the future cash generated from operations and our borrowing capacity under our Credit Facility, will be sufficient to satisfy our requirements and plans for cash for the next 12 months. We also believe that future cash generated from operations and our borrowing capacity under our Credit Facility, will be sufficient to satisfy our requirements and plans for cash beyond the next 12 months. Our access to, and the availability of, financing on acceptable terms in the future will be affected by many factors including overall liquidity in the capital or credit markets, the state of the economy and our credit strength as viewed by potential lenders. We cannot provide assurances that we will have future access to the capital or credit markets on acceptable terms.

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 $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. Such documents also restrict the Company's ability to make distributions to its shareholders, enter into certain fundamental transactions or make bulk purchases of receivables. 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 of November 5, 2024, then the Borrowers are obligated to pay a termination or prepayment fee in an amount equal to a



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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.

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. The Company submitted a 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 no forgiveness was granted. The Company filed an appeal with SBA on January 5, 2022. On May 6, 2022 the Office of Hearing and Appeals SBA (OHA) rendered a decision to deny the appeal. The Company subsequently repaid the outstanding principal of $3,243,900 plus accrued and unpaid interest of $64,518 on May 23, 2022.

The Company is currently evaluating its capital allocation goals and may in the future decide to change its mix of capital resources in an effort to achieve a higher dollar value of receivables for every dollar of equity capital invested. To do so, the Company may, if so agreed with its lender, distribute future excess profits generated at its U.S. subsidiaries to the Company, or reinvest excess equity capital into its U.S. subsidiaries when opportunities warrant. In addition, the Company may determine to continue its share repurchases at a higher volume than previously and/or acquire businesses or assets that are related or unrelated to its current business, including securities in publicly-held companies. However, the Company is not limited to these alternatives. In addition, the Company may determine not to pursue these or any other alternatives to change its capital allocation, for example because it determines that such path is not prudent in light of legal and tax requirements applying to the Company as a British Columbia company listed in the United States with primarily United States shareholders and, through its U.S. subsidiaries, exclusively United States operations.

Impact of Inflation

The Company is affected by inflation primarily through increased operating costs and expenses including increases in interest rates. Inflationary pressures on operating costs and expenses historically have been largely offset by the Company's continued emphasis on stringent operating and cost controls, although no assurances can be given regarding the Company's ability to offset the effects of inflation in the future. Management believes the rise in inflation can impact the subprime borrower due to rising cost of housing, consumer goods, gas prices, etc. and believes it could have an impact on the performance and collectability of the portfolio.

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