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NICK > SEC Filings for NICK > Form 10-Q on 12-Nov-2013All Recent SEC Filings

Show all filings for NICHOLAS FINANCIAL INC

Form 10-Q for NICHOLAS FINANCIAL INC


12-Nov-2013

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

This report on Form 10-Q contains various statements, other than those concerning historical information, that are based on management's beliefs and assumptions, as well as information currently available to management, and should be considered forward-looking statements. This notice is intended to take advantage of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to such forward-looking statements. When used in this document, the words "anticipate", "estimate", "expect", and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. Among the key factors that may have a direct bearing on the Company's operating results are fluctuations in the economy, the ability to access bank financing, the degree and nature of competition, demand for consumer financing in the markets served by the Company, the Company's products and services, increases in the default rates experienced on Contracts, adverse regulatory changes in the Company's existing and future markets, the Company's ability to expand its business, including its ability to complete acquisitions and integrate the operations of acquired businesses, to recruit and retain qualified employees, to expand into new markets and to maintain profit margins in the face of increased pricing competition. All forward looking statements included in this report are based on information available to the Company on the date hereof, and the Company assumes no obligations to update any such forward looking statement. You should also consult factors described from time to time in the Company's filings made with the Securities and Exchange Commission, including its reports on Forms 10-K, 10-Q, 8-K and annual reports to shareholders.

Strategic Alternatives

On March 20, 2013, the Company announced that its Board of Directors has retained Janney Montgomery Scott LLC as its independent financial advisor to assist the Board of Directors in evaluating possible strategic alternatives for the Company, including, but not limited to, the possible sale of the Company or certain of its assets, potential acquisition and expansion opportunities, and/or a possible debt or equity financing. The Company also announced that it has received an unsolicited, non-binding indication of interest from a potential third-party acquirer. As of the date of this Report, the Board of Directors is continuing to evaluate possible strategic alternatives and their implications. No assurances can be given as to whether any particular strategic alternative for the Company will be recommended or undertaken or, if so, upon what terms and conditions.

Corrections to Consolidated Financial Statements

In connection with the audit of our consolidated financial statements for the fiscal year ended March 31, 2013, the Company determined that it was necessary to correct its consolidated financial statements.

One of the corrections is related to the accounting treatment for dealer discounts. A dealer discount represents the difference between the amount of a finance receivable, net of unearned interest, based on the terms of a Contract with the borrower, and the amount of money the Company actually pays the dealer for the Contract. Prior to the correction, Contracts were recorded at the net initial investment, with the gross Contract balances recorded offset by the dealer discounts which were recorded as an allowance for credit losses for the acquired Contracts. The Company determined that this accounting treatment was incorrect as U.S. GAAP prohibits carrying over valuation allowances in the initial accounting for acquired loans. Accordingly, the Company has now applied an acceptable method under U.S. GAAP, deferring and netting dealer discounts against finance receivables as unearned discounts, and recognizing dealer discounts into income as an adjustment to yield over the life of the each loan using the interest method.

The allowance for loan losses is now established solely through charges to earnings through the provision for credit losses. The Company has evaluated the significance of the departure from U.S. GAAP to the consolidated financial statements. Under both the former accounting policy and U.S. GAAP, the dealer discount remains a reduction of gross finance receivables in arriving at the carrying amount of finance receivables, net. Accordingly, finance receivables continue to be initially recorded at the net initial investment at the time of purchase. Subsequently, the allowance for credit losses is maintained at an amount that reduces the net carrying amount of finance receivables for incurred losses. The change in this accounting presentation does not result in a change to the net carrying amount of finance receivables or to net income as historical losses incurred, and estimated incurred losses as of the balance sheet date, are generally in excess of the original dealer discount. The removal of the dealer discount from the allowance requires an equal replacement of provision expense as that portion of the allowance is necessary to absorb probable incurred losses. This correction also did not have an impact on previously reported assets, liabilities, working capital, equity, earnings, or cash flows.

The second correction related to the accounting treatment and presentation of certain fees charged to dealers and costs incurred in purchasing loans from dealers. Such costs related principally to evaluating borrowers subject to Contracts in


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relation to the Company's underwriting guidelines in making a determination to acquire Contracts. Prior to the correction, fees charged to dealers were reduced by certain costs incurred to purchase Contracts, deferred on a net basis and then amortized into income over the lives of the loans using the interest method. Under U.S. GAAP, the fees charged to dealers are considered to be a part of the unearned dealer discount as they are a determinant of the net amount of cash paid to the dealer. Further, U.S. GAAP specifies that costs incurred in connection with acquiring purchased loans or committing to purchase loans shall be charged to expense as incurred. Such costs do not qualify as origination costs to be deferred as the Contracts have already been originated by the dealers. The Company evaluated the significance of the departure from U.S. GAAP to the consolidated financial statements. After an adjustment to beginning equity and the opening balance of unearned dealer discounts, net of tax, for the initial period presented, there is a limited effect on earnings and no impact on cash flows.

Management corrected the errors and retroactively adjusted amounts as of and for the three and six months ended September 30, 2012 to ensure the errors would not result in a material difference in future periods.

The changes to the Company's consolidated financial statements for the three and six months ended September 30, 2012 resulting from such corrections are set forth in "Note 2. Summary of Significant Accounting Policies - Corrections" to the consolidated financial statements of the Company included in "Item 1. Financial Statements (Unaudited)" of this Report.

Prior period interim financial information appearing elsewhere in this Report has also been revised in light of the foregoing corrections. The changes resulting from such corrections are immaterial and, accordingly, we are not amending or restating any previously filed SEC reports or the consolidated financials included therein.

Critical Accounting Policy

The Company's critical accounting policy relates to the allowance for credit losses. It is based on management's opinion of an amount that is adequate to absorb losses in the existing portfolio. The allowance for credit losses is established through a provision for losses based on management's evaluation of the risk inherent in the loan portfolio, the composition of the portfolio, and current economic conditions. Such evaluation, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, management's estimate of probable credit losses and other factors that warrant recognition in providing for an adequate credit loss allowance.

Because of the nature of the customers under the Company's Contracts and its Direct Loans, the Company considers the establishment of adequate reserves for credit losses to be imperative. The Company segregates its Contracts into static pools for purposes of establishing reserves for losses. All Contracts purchased by a branch during a fiscal quarter comprise a static pool. The Company pools Contracts according to branch location because the branches purchase Contracts in different geographic markets. This method of pooling by branch and quarter allows the Company to evaluate the different markets where the branches operate. The pools also allow the Company to evaluate the different levels of customer income, stability, credit history, and the types of vehicles purchased in each market. Each such static pool consists of the Contracts purchased by a branch office during the fiscal quarter.

Contracts are purchased from many different dealers and are all purchased on an individual Contract by Contract basis. Individual Contract pricing is determined by the automobile dealerships and is generally the lesser of state maximum interest rates or the maximum interest rate the customer will accept. In certain markets, competitive forces will drive down Contract rates from the maximum rate to a level where an individual competitor is willing to buy an individual Contract. The Company only buys Contracts on an individual basis and never purchases Contracts in batches, although the Company may consider portfolio acquisitions as part of its growth strategy.

The Company has detailed underwriting guidelines it utilizes to determine which Contracts to purchase. These guidelines are specific and are designed to cause all of the Contracts that the Company purchases to have common risk characteristics. The Company utilizes its District Managers to evaluate their respective branch locations for adherence to these underwriting guidelines. The Company also utilizes an internal audit department to assure adherence to its underwriting guidelines. The Company utilizes the branch model, which allows for Contract purchasing to be done on the branch level. Each Branch Manager may interpret the guidelines differently, and as a result, the common risk characteristics tend to be the same on an individual branch level but not necessarily compared to another branch.

The allowance for loan losses is established through charges to earnings through the provision for credit losses. The allowance for credit losses is maintained at an amount that reduces the net carrying amount of finance receivables for incurred losses. If a static pool is fully liquidated and has any remaining reserves, the excess provision is immediately reversed during the period. For static pools that are not fully liquidated that are deemed to have excess reserves, such amounts are reversed against provision for credit losses during the period.

In analyzing a static pool, the Company considers the performance of prior static pools originated by the branch office, the performance of prior Contracts purchased from the dealers whose Contracts are included in the current static pool, the credit rating of the customers under the Contracts in the static pool, and current market and economic conditions. Each static pool is analyzed monthly to determine if the loss reserves are adequate, and adjustments are made if they are determined to be necessary.


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Introduction

Consolidated net income decreased 17% to approximately $4.3 million for the three-month period ended September 30, 2013 as compared to $5.2 million for the corresponding period ended September 30, 2012. Diluted earnings per share decreased 17% to $0.35 as compared to $0.42 for the three months ended September 30, 2013 and September 30, 2012. Consolidated net income decreased 6% to approximately $10.0 million for the six-month period ended September 30, 2013 as compared to $10.6 million for the corresponding period ended September 30, 2012. Diluted earnings per share decreased 6% to $0.82 for the six months ended September 30, 2013 as compared to $0.87 for the six months ended September 30, 2012.

The results for the three months ended September 30, 2013 were adversely affected by a non-cash charge related to the change in fair value of interest rate swap agreements, an increase in operating expenses as a percentage of finance receivables, net, and an increase in the net charge-off rate.

The Company's software subsidiary, Nicholas Data Services, did not contribute significantly to consolidated operations in the three or six months ended September 30, 2013 or 2012.

                                           Three months ended                     Six months ended
                                             September 30,                         September 30,
Portfolio Summary                       2013               2012               2013               2012

Average finance receivables, net
of unearned interest (1)            $ 290,071,860      $ 282,424,703      $ 287,854,928      $ 281,087,493


Average indebtedness (2)            $ 128,255,377      $ 109,000,000      $ 127,067,884      $ 109,875,000


Interest and fee income on
finance receivables (3)*            $  20,943,161      $  20,696,241      $  41,412,533      $  41,114,198
Interest expense                        1,442,898          1,250,231          2,847,804          2,442,371

Net interest and fee income on
finance receivables *               $  19,500,263      $  19,446,010      $  38,564,729      $  38,671,827

Weighted average contractual rate
(4)                                         23.30 %            23.48 %            23.14 %            23.64 %

Average cost of borrowed funds
(2)                                          4.50 %             4.59 %             4.48 %             4.45 %


Gross portfolio yield (5)*                  28.88 %            29.31 %            28.77 %            29.25 %

Interest expense as a percentage
of average finance receivables,
net of unearned interest                     1.99 %             1.77 %             1.98 %             1.74 %

Provision for credit losses as a
percentage of average finance
receivables, net of unearned
interest *                                   5.48 %             4.62 %             4.60 %             4.53 %


Net portfolio yield (5)*                    21.41 %            22.92 %            22.19 %            22.98 %

Marketing, salaries, employee
benefits, depreciation and
administrative expenses as a
percentage of average finance
receivables, net of unearned
interest (6)                                11.07 %            10.31 %            11.10 %            10.20 %


Pre-tax yield as a percentage of
average finance receivables, net
of unearned interest (7)*                   10.34 %            12.61 %            11.09 %            12.78 %


Write-off to liquidation (8)                 8.19 %             7.54 %             7.05 %             6.25 %
Net charge-off percentage (9)                7.10 %             6.39 %             6.13 %             5.23 %

Note: All three and six month key performance indicators expressed as percentages have been annualized.

(1) Average finance receivables, net of unearned interest, represents the average of gross finance receivables, less unearned interest throughout the period.

(2) Average indebtedness represents the average outstanding borrowings under the Line. Average cost of borrowed funds represents interest expense as a percentage of average indebtedness.

(3) Interest and fee income on finance receivables does not include revenue generated by Nicholas Data Services, Inc., ("NDS") the wholly-owned software subsidiary of Nicholas Financial, Inc.

(4) Weighted average contractual rate represents the weighted average annual percentage rate ("APR") of all Contracts purchased and Direct Loans originated during the period.

(5) Gross portfolio yield represents finance revenues as a percentage of average finance receivables, net of unearned interest. Net portfolio yield represents finance revenue minus (a) interest expense and (b) the provision for credit losses as a percentage of average finance receivables, net of unearned interest.


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(6) Administrative expenses included in the calculation above are net of administrative expenses associated with NDS which approximated $48,000 and $50,000 during the three-month periods ended September 30, 2013 and 2012 and $103,000 and $117,000 during the six-month periods ended September 30, 2013 and 2012, respectively.

(7) Pre-tax yield represents net portfolio yield minus administrative expenses as a percentage of average finance receivables, net of unearned interest.

(8) Write-off to liquidation percentage is defined as net charge-offs divided by liquidation. Liquidation is defined as beginning gross receivable balance plus current period purchases minus voids and refinances minus ending gross receivable balance.

(9) Net charge-off percentage represents net charge-offs divided by average finance receivables, net of unearned interest, outstanding during the period.

* The amounts for the three and six months periods ended September 30, 2012 have been revised as discussed in Note 2 to the consolidated financial statements.

Three months ended September 30, 2013 compared to three months September 30, 2012

Interest Income and Loan Portfolio

Interest and fee income on finance receivables, predominately finance charge income, increased 1% to approximately $20.9 million for the three-month period ended September 30, 2013 from $20.7 million for the corresponding period ended September 30, 2012. Average finance receivables, net of unearned interest equaled approximately $290.1 million for the three-month period ended September 30, 2013, an increase of 3% from $282.4 million for the corresponding period ended September 30, 2012. The primary reason average finance receivables, net of unearned interest, increased was the increase in the receivable base of several existing branches in younger markets and also the opening of new branch locations (see "Contract Procurement" and "Loan Origination" below). The gross finance receivable balance increased 3% to approximately $410.7 million as of September 30, 2013, from $396.9 million as of September 30, 2012. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield decreased to 28.88% for the three-month period ended September 30, 2013 compared to 29.31% for the three-month period ended September 30, 2012. The net portfolio yield decreased to 21.41% for the corresponding period ended September 30, 2013 from 22.92% for the three-month period ended September 30, 2012. The gross portfolio yield decreased due to a decrease of the weighted APR earned on finance receivables. The net portfolio yield decreased primarily due to an increase in the actual and expected net charge-offs and an increase in the provision for credit losses which are discussed below under "Analysis of Credit Losses."

Marketing, Salaries, Employee Benefits, Depreciation and Administrative Expenses

Marketing, salaries, employee benefits, depreciation and administrative expenses increased to approximately $8.0 million for the three-month period ended September 30, 2013 from approximately $7.3 million for the corresponding period ended September 30, 2012. The increase of 10% was primarily attributable to new branch locations and an increase in costs associated with maintaining the finance receivable portfolio. The Company operated 65 and 63 branch locations as of September 31, 2013 and 2012, respectively. The Company opened additional branches and increased average headcount to 324 for the three-month period ended September 30, 2013 from 309 for the three-month period ended September 30, 2012. Marketing, salaries, employee benefits, depreciation, and administrative expenses as a percentage of finance receivables, net of unearned interest, increased to 11.07% for the three-month period ended September 30, 2013 from 10.31% for the three-month period ended September 30, 2012.

Interest Expense

Interest expense increased to approximately $1.4 million for the three-month
period ended September 30, 2013 from $1.3 million for the three-month period
ended September 30, 2012. One interest rate swap was entered into during the
second quarter ended September 30, 2012. The following table summarizes the
Company's average cost of borrowed funds:



                                                       Three months ended September 30,
                                                       2013                         2012
Variable interest under the line of
credit facility                                             0.39 %                       0.59 %
Settlements under interest rate swap
agreements                                                  0.30 %                       0.28 %
Credit spread under the line of credit
facility                                                    3.81 %                       3.72 %

Average cost of borrowed funds                              4.50 %                       4.59 %

The Company's average cost of funds decreased mainly due to unused line fees decreasing during the three months ended September 30, 2013.


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The weighted average notional amount of interest rate swap agreements was $50.0 million at a weighted average fixed rate of 0.94% for the three months ended September 30, 2013. The weighted average notional amount of interest rate swap agreements was $38.3 million at a weighted average fixed rate of 0.95% for the three months ended September 30, 2012. For further discussions regarding the effect of interest rate swap agreements see Note 6 - "Interest Rate Swap Agreements".

Six months ended September 30, 2013 compared to six months ended September 30, 2012

Interest Income and Loan Portfolio

Interest and fee income on finance receivables, predominately finance charge income, increased 1% to approximately $41.4 million for the six-month period ended September 30, 2013 from $41.1 million for the corresponding period ended September 30, 2012. Average finance receivables, net of unearned interest equaled approximately $287.9 million for the six-month period ended September 30, 2013, an increase of 2% from $281.1 million for the corresponding period ended September 30, 2012. The primary reason average finance receivables, net of unearned interest, increased was the increase in the receivable base of several existing branches in younger markets and also the opening of new branch locations (see "Contract Procurement" and "Loan Origination" below). The gross finance receivable balance increased 3% to approximately $410.7 million as of September 30, 2013, from $396.9 million as of September 30, 2012. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield decreased to 28.77% for the six-month period ended September 30, 2013 from 29.25% for the six-month period ended September 30, 2012. The net portfolio yield decreased to 22.19% for the period ended September 30, 2013 and 22.98% for the six-month period ended September 30, 2012. The gross portfolio yield decreased primarily due to a decrease in the weighted APR earned on finance receivables. The net portfolio yield decreased primarily due to an increase in the actual and expected net charge-offs and an increase in the provision for credit losses which are discussed below under "Analysis of Credit Losses."

Marketing, Salaries, Employee Benefits, Depreciation and Administrative Expenses

Marketing, salaries, employee benefits, depreciation and administrative expenses increased to approximately $16.0 million for the six-month period ended September 30, 2013 from approximately $14.3 million for the corresponding period ended September 30, 2012. The increase of 12% was primarily attributable to new branch locations and an increase in costs associated with maintaining the finance receivable portfolio. The Company opened additional branches and increased average headcount to 323 for the six-month period ended September 30, 2013 from 303 for the six-month period ended September 30, 2012. Marketing, salaries, employee benefits, depreciation, and administrative expenses as a percentage of finance receivables, net of unearned interest, increased to 11.10% for the six-month period ended September 30, 2013 from 10.20% for the six-month period ended September 30, 2012.

Interest Expense

Interest expense increased to approximately $2.8 million for the six-month
period ended September 30, 2013 from $2.4 million for the six-month period ended
September 30, 2012. The following table summarizes the Company's average cost of
borrowed funds for the six-month period ended September 30:



                                                             Six months ended
                                                               September 30,
                                                             2013          2012
     Variable interest under the line of credit facility       0.37 %       0.55 %
     Settlements under interest rate swap agreements           0.30 %       0.17 %
     Credit spread under the line of credit facility           3.81 %       3.73 %

     Average cost of borrowed funds                            4.48 %       4.45 %

The Company's average cost of funds increased slightly due to an increase in the interest rate swap settlements which is partially offset by the decrease in the unused line fees during the six months ended September 30, 2013.

The weighted average notional amount of interest rate swap agreements was $50.0 million at a weighted average fixed rate of 0.94% for the six months ended September 30, 2013. The weighted average notional amount of interest rate swap agreements was $20.7 million at a weighted average fixed rate of 0.96% for the six months ended September 30, 2012. For further discussions regarding the effect of interest rate swap agreements see Note 6 - "Interest Rate Swap Agreements".


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Contract Procurement

The Company purchases Contracts in the fifteen states listed in the table below. The Contracts purchased by the Company are predominately for used vehicles; for the three and sixmonth periods ended September 30, 2013 and 2012, less than 2% were for new vehicles.

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

                        Three months ended                 Six months ended
. . .
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