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 accounted for 100% of the Company's consolidated revenue for the fiscal years ended March 31, 2021 and 2020. 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, NF Funding I are collectively referred to herein as the "Company".

Introduction

The Company's consolidated revenues decreased from $62.1 million for the fiscal year ended March 31, 2020 to $56.0 million for the fiscal year ended March 31, 2021. The Company's diluted earnings per share increased from $0.45 per share for the fiscal year ended March 31, 2020 to $1.09 per share for the fiscal year ended March 31, 2021. The Company's operating income increased from $2.2 million for the year ended March 31, 2020 to $10.9 million for the year ended March 31, 2021. The increase was a result of:



  • continuing focus on disciplined underwriting and risk-based pricing;


    •   releasing $4.3 million of the qualitative reserve as a result of the
        decrease in net charge-off percentage;


  • expanding the local branch model into new states;


  • identifying additional ancillary products to enhance profitability; and


    •   decreasing interest expense of $2.5 million for fiscal 2021 due to a
        reduction in the outstanding balance and associated LIBOR.

The Company's consolidated net income increased from $3.5 million for the fiscal year ended March 31, 2020 to $8.4 million for the fiscal year ended March 31, 2021.



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The gross portfolio yield of the portfolio for the fiscal years ended March 31, 2021 and 2020 was 27.23% and 27.41%, respectively. Primarily as a result of the Company's decision not to sacrifice pricing for volume, the average dealer discount as a percent of finance receivables associated with new volume for recent fiscal years has generally increased. Nevertheless, for the years ended March 31, 2021 and 2020, the average dealer discount decreased from 7.9% to 7.5% primarily as a result of market conditions in the 2021 fiscal year. The APR (and therefore overall yield) on new purchases was consistent in fiscal 2021 and fiscal 2020, 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)
                                                              2021                 2020
Average finance receivables (1)                          $      199,102       $      226,541
Average indebtedness (2)                                 $      107,615       $      132,552
Interest and fee income on finance receivables                   54,211               62,095
Interest expense                                                  5,980                8,515

Net interest and fee income on finance receivables $ 48,231 $ 53,580 Gross portfolio yield (3)

                                         27.23 %              27.41 %

Interest expense as a percentage of average finance receivables

                                                        3.00 %               3.76 %

Provision for credit losses as a percentage of average finance receivables

                                                3.64 %               7.46 %
Net portfolio yield (3)                                           20.59 %              16.19 %

Operating expenses as a percentage of average finance receivables

                                                       15.99 %              15.20 %
Pre-tax yield as a percentage of average finance
receivables(4)                                                     4.60 %               0.99 %
Net charge-off percentage (5)                                      6.16 %              10.01 %
Finance receivables                                      $      184,237       $      219,366
Allowance percentage (6)                                           3.34 %               5.09 %
Total reserves percentage (7)                                      7.49 %               9.18 %




(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.


(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, 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 will disappear once its 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 twelve months ended March 31, 2021.



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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 has 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 March 31, 2021 and March 31, 2020 the Company granted deferrals to approximately 31.2% and 13.8%, respectively, of total Contracts and Direct Loans. 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.

From May through November 2020, the monthly level of one-month principal payment deferrals declined reaching 258 deferments in November. After a brief rise in deferments in December 2020 to 446, deferments declined over the fourth quarter of fiscal 2021, averaging 237 per month with a low of 173 in March 2021. 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 Policy

The Company's critical accounting policy relates to the allowance for credit losses. It is based on management's opinion of an amount that is adequate to absorb losses 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 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.

In addition, 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. If the allowance for credit losses is determined to be inadequate, then an additional charge to the provision would be recorded to maintain adequate reserves based on management's evaluation of the risk inherent in the loan portfolio.

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



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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 2021 Compared to Fiscal 2020

Interest and Fee Income on Finance Receivables

Interest and fee income on finance receivables, predominantly finance charge income, decreased to $54.2 million in fiscal 2021 as compared to $62.1 million in fiscal 2020. The average finance receivables totaled $199.1 million for the fiscal year ended March 31, 2021, a decrease of 12.1% from $226.5 million for the fiscal year ended March 31, 2020. Purchasing volume decreased from fiscal 2020 primarily as a result of continuing conservative underwriting practices, even in the face of the effects of Covid-19.

Competition also continued to affect the Company's ability to acquire Contracts at desired yields. The average APR on new Contract purchases was constant at 23.4% for the fiscal years 2021 and 2020, respectively. Concurrently, the dealer discount on new Contract purchases decreased from 7.9% for fiscal year 2020 to 7.5% for fiscal year 2021, 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 decreased to 27.2% for the fiscal year ended March 31, 2021 as compared to 27.4% for the fiscal year ended March 31, 2020. The net portfolio yield increased to 20.6% for the fiscal year ended March 31, 2021 from 16.2% for the fiscal year ended March 31, 2020. 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. Additionally, the Company recorded lower interest expenses for the fiscal year 2021, which also increased net portfolio yield.

Operating Expenses

Operating expenses decreased to $31.8 million for the fiscal year ended March 31, 2021 compared to $34.4 million for the fiscal year ended March 31, 2020 as a result of decreases across expense accounts, including but not limited to, repossessions, collection expenses, professional/consulting fees, and other identified expenses. Administrative expense decreased by approximately $2.1 million, due to a decrease of $1.3 million in repossession and recovery expenses, and $0.8 million in rent charges, professional fees, and several other expense areas.

Interest Expense

Interest expense decreased to $6.0 million for the fiscal year ended March 31, 2021, as compared to $8.5 million for the fiscal year ended March 31, 2020, due to a decrease in average outstanding debt and interest rate. The average outstanding debt during the year ended March 31, 2021 decreased to $107.6 million from $132.6 million during the year ended March 31, 2020. The following table summarizes the Company's average cost of borrowed funds for the fiscal years ended March 31:





                                                         2021       2020

Variable interest under the line of credit and credit


  facility                                                1.81 %     2.67 %

Credit spread under the line of credit and credit


  facility                                                3.75 %     3.75 %
Average cost of borrowed funds                            5.56 %     6.42 %




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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, 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




                                    For the year ended March 31, 2020
                                             (In thousands)
                                 Indirect           Direct         Total
Balance at beginning of year   $      16,575       $     357     $  16,932
Provision for credit losses           16,096             805        16,901
Charge-offs                          (29,174 )          (663 )     (29,837 )
Recoveries                             6,936             230         7,166
Balance at end of year         $      10,433       $     729     $  11,162

The Company uses a trailing six-month net charge-off percentage, annualized, to calculate the allowance for credit losses. Management believes that using the trailing six-month net charge-off percentage, 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. 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. 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.

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 on 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 $68,000 and $0 for these accounts as of March 31, 2021 and March 31, 2020, respectively.



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The provision for credit losses decreased to $7.3 million for the fiscal year ended March 31, 2021 from $16.9 million for the fiscal year ended March 31, 2020, due to the 12.1% decrease in the average finance receivables and enhanced performance of the portfolio. 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 6.2% for the fiscal year ended March 31, 2021 from 10.0% for the fiscal year ended March 31, 2020, 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, 2021 was 5.7%, a decrease from 10.2% as of March 31, 2020. The delinquency percentage for Direct Loans more than thirty days past due, excluding Chapter 13 bankruptcy accounts, as of March 31, 2021 was 3.2%, a slight decrease from 3.6% as of March 31, 2020. The changes in delinquency percentage for both Contracts and Direct Loans was driven primarily by the Company's renewed focus on local branch-based servicing, improving servicing, and stricter underwriting policies.

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, 2021 and March 31, 2020 the Company granted deferrals to approximately 31.2% and 13.8%, respectively, of total Contracts and Direct Loans. The increase in the total number of deferrals in fiscal 2021 compared to fiscal 2020 was primarily the result of a spike on April 30, 2020, as shown in the graph below. However, the Company experienced increased collections on finance receivables on gross charge-off balances in April 2020 and May 2020. 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.



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Income Taxes

The Company recorded a tax benefit of approximately $1.2 million during fiscal 2020 compared to a tax expenses of approximately $2.6 million during fiscal 2021. The Company's effective tax rate in fiscal 2020 was (54.3)% compared to 23.7% in fiscal 2021. 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)
                                       2021                 2020
Cash provided by (used in):
Operating activities              $       14,623       $       10,485
Investing activities                      29,861               (3,676 )
Financing activities                     (36,191 )            (19,767 )

Net increase (decrease) in cash $ 8,293 $ (12,958 )

The Company's primary use of working capital for the fiscal year ended March 31, 2021 was funding the purchase of Contracts, which are financed substantially through cash from principal and interest payments received, and the Company's line of credit.

On March 29, 2019, NF Funding I, a special purpose financing subsidiary of Nicholas Financial, entered into a senior secured credit facility (the "Credit Facility") pursuant to a credit agreement with Ares Agent Services, L.P., as administrative agent and collateral agent, and the lenders that are party thereto (the "Credit Agreement"). The Company's prior line of credit was paid off in connection with this Credit Facility. As of March 31, 2021, the total amount outstanding under the Credit Facility was $88.3 million. The Company decreased the total amount outstanding to $74.9 million on May 31, 2021.

Pursuant to the Credit Agreement, the lenders agreed to extend to the Company a line of credit of up to $175,000,000, which will be used to purchase Contracts from Nicholas Financial on a revolving basis pursuant to a related receivables purchase agreement between NF Funding I and Nicholas Financial (the "Receivables Purchase Agreement"). Under the terms of the Receivables Purchase Agreement, Nicholas Financial sells to NF Funding I the receivables under Contracts. Nicholas Financial continues to service the Contracts transferred to NF Funding I pursuant to a related servicing agreement (the "Servicing Agreement").

The availability of funds under the Credit Facility is generally limited to 82.5% of the value of non-delinquent receivables, and outstanding advances under the Credit Facility will accrue interest at a rate of LIBOR plus a credit spread, which is currently 3.75%. The commitment period for advances under the Credit Facility is three years. At the end of the commitment period, the outstanding balance would be paid off over a four-year amortization period.

The Company will continue to depend on the availability the Credit Facility, together with cash from operations, to finance future operations. 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 receivables. See "Risk Factors - Risks Related to Our Business and Industry - Our Credit Facility is subject to certain defaults and negative covenants." If an event of default occurs under the Credit Facility, the Company's lenders could increase the Company's borrowing costs, restrict the Company's ability to obtain additional borrowings under the facility, accelerate all amounts outstanding under the facility, or enforce their interest against collateral pledged under the facility, or enforce their rights under guarantees. See also "Note 2 - Summary of Significant Accounting Policies - Variable Interest Entity" and "Note 13 - Variable Interest Entity", which disclosure 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. Currently the application is



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pending SBA decision. Therefore, per the Paycheck Protection Flexibility Act of 2020, P.L. 116-142, all loan payments are deferred while the Company awaits the SBA's decision on loan forgiveness. If the PPP Loan is not fully forgiven, the Company will remain liable for the full and punctual payment of the outstanding principal balance plus accrued and unpaid interest.

Unless forgiven, 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.

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.

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