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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
 FORM 10-KSB þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
 For the fiscal year ended March 31, 2005 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from ________ to _________. Commission file number: 0-26680 NICHOLAS FINANCIAL, INC. (Name of Small Business Issuer in its Charter)
 British Columbia, Canada
    
    8736-3354(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 2454 McMullen Booth Road, Building C
Clearwater, Florida 33759
(Address of Principal Executive Offices) (Zip Code) (727) 726-0763
(Issuers Telephone Number, Including Area Code) Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act:
Common Stock, no par value Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained in
this form, and no disclosure will be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. o The issuers revenues for its most recent fiscal year
ended March 31, 2005 were $32,831,893. As of June 17, 2005, 9,870,531 shares of the issuers Common
Stock, no par value, were outstanding, and the aggregate market value of the shares held by
non-affiliates was approximately $92,050,000 DOCUMENTS INCORPORATED BY REFERENCE: Portions of the issuers definitive Proxy Statement and
Information Circular for the 2005 Annual General Meeting of Members currently scheduled to be held
on August 10, 2005, expected to be filed with the Commission pursuant to Regulation 14A on or about
July 13, 2005, are incorporated by reference in Part III of this Annual Report on Form 10-KSB. Transitional Small Business Disclosure Format (check one) : Yes o No þ




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NICHOLAS FINANCIAL, INC. FORM 10-KSB ANNUAL REPORT TABLE OF CONTENTS Page No.PART IItem 1.
    
    Description of Business
    
    
    3Item 2.
    
    Description of Property
    
    
    20Item 3.
    
    Legal Proceedings
    
    
    21Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    21PART IIItem 5.
    

Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
    
    
    22Item 6.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 7.
    
    Financial Statements
    
    
    32Item 8.
    
    Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    54Item 8A.
    
    Controls and Procedures
    
    
    54PART IIIItem 9.
    

Directors,
Executive Officers, Promoters and Control Persons; Compliance with
Section 16 (a) of the Exchange Act
    
    
    54Item 10.
    
    Executive Compensation
    
    
    54Item 11.
    
    Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters
    
    
    55Item 12.
    
    Certain Relationships and Related Transactions
    
    
    55Item 13.
    
    Exhibits
    
    
    56Item 14.
    
    Principal Accountant Fees and Services
    
    
    57
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Forward-Looking Information This report onForm 10-KSBcontains various forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
and information that is based on managements beliefs and assumptions, as well as information
currently available to management. When used in this document, the words anticipate, estimate,
expect, and similar expressions are intended to identify forward-looking statements. Although
Nicholas Financial, Inc., including its subsidiaries (collectively 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, including but not limited to the risk factors discussed under
the caption Risk Factors set forth in Item 1  Description of Business. 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 cause actual results to differ materially from those projected in forward-looking
statements include fluctuations in the economy, the degree and nature of competition, fluctuations
in interest rates, demand for consumer financing in the markets served by the Company, the
Companys products and services, increases in the default rates experienced on retail installment
sales Contracts, regulatory changes in the Companys existing and future markets, and the Companys
ability to expand its business, including its ability to identify and 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 obligation to update any
such forward-looking statement. Prospective investors should also consult the risk factors
described from time to time in the Companys filings made with the Securities and Exchange
Commission, including its reports on Forms 10-QSB, 8-K and 10-KSB and annual reports to
shareholders. 2




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##### Table of Contents



PART I 
 Item 1. Description of Business General Nicholas Financial, Inc. (Nicholas Financial-Canada) is a Canadian holding company
incorporated under the laws of British Columbia in 1986. The business activities of Nicholas
Financial-Canada are conducted through its two wholly-owned subsidiaries formed pursuant to the
laws of the State of Florida, Nicholas Financial, Inc. (Nicholas Financial) and Nicholas Data
Services, Inc., (NDS). Nicholas Financial is a specialized consumer finance company engaged
primarily in acquiring and servicing retail installment sales Contracts (Contracts) for purchases
of new and used automobiles and light trucks. To a lesser extent, Nicholas Financial also makes
direct loans and sells consumer-finance related products. NDS is engaged in supporting and updating
industry specific computer application software for small businesses located primarily in the
Southeast United States. Nicholas Financials financing activities accounted for approximately 99%
of consolidated revenues for each of the fiscal years ended March 31, 2005 and 2004. NDSs
activities accounted for approximately 1% of such revenues during the same periods. Nicholas Financial-Canada, Nicholas Financial and NDS are hereafter collectively referred to
as the Company. All financial information herein is designated in United States currency. The Companys principal executive offices are located at 2454 McMullen Booth Road, Building C,
Clearwater Florida 33759, and its telephone number is (727) 726-0763. Growth Strategy The Companys principal goals are to increase its profitability and its long-term shareholder
value through greater penetration in its current markets and controlled geographic expansion into
new markets. The Company also intends to continue its expansion through a proportionate increase in
its origination of direct consumer loans. The Company is currently expanding its automobile
financing program in the States of Georgia, Florida, Kentucky, Indiana, and Maryland. The Company
has targeted certain geographic locations within these states where it believes there is a
sufficient market for its automobile financing program. The Company is currently purchasing
Contracts utilizing employees who reside in these states. These employees are developing their
respective markets, and the Company has created a Central Buying Office in its Corporate
Headquarters to purchase, process and service these Contracts. The Companys strategy is to monitor
these new markets and ultimately decide where and when to open additional branch locations. The
Company also continues to analyze other markets in states in which it does not currently operate.
Although the Company has not made any bulk purchases of Contracts in the last five years, if the
opportunity arises, the Company may consider possible acquisitions of portfolios of seasoned
Contracts from dealers in bulk transactions as a means of further penetrating its existing markets
or expanding its presence in targeted geographic locations. The Company cannot provide any
assurances, however, that it will be able to further expand in either its current markets or any
targeted new markets. 3




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Automobile Finance Business  Contracts The Company is engaged in the business of providing financing programs, primarily on behalf of
purchasers of new and used cars and light trucks who meet the Companys credit standards, but who
do not meet the credit standards of traditional lenders, such as banks and credit unions, because
of the age of the vehicle being financed or the customers job instability or credit history.
Unlike traditional lenders, which look primarily to the credit history of the borrower in making
lending decisions and typically finance new automobiles, the Company is willing to purchase
Contracts for purchases made by borrowers who do not have a good credit history and for older model
and high mileage automobiles. In making decisions regarding the purchase of a particular Contract
the Company considers the following factors related to the borrower: place and length of residence;
current and prior job status; history in making installment payments for automobiles; current
income; and credit history. In addition, the Company examines its prior experience with Contracts
purchased from the dealer from which the Company is purchasing the Contract, and the value of the
automobile in relation to the purchase price and the term of the Contract. The Companys automobile finance programs are currently conducted in ten states through a
total of 35 branch offices, consisting of sixteen in Florida, five in Ohio, four in North Carolina,
three in Georgia, two in South Carolina, three in Virginia and one in each of Michigan and
Kentucky. The Company is currently developing markets in Indiana and Maryland. As of the date of
this report, these two states are still being evaluated and the decision on whether to open branch
offices will be determined in the near future. Each branch office is budgeted (size of branch,
number of employees and location) to handle up to 1,000 accounts and up to $7.5 million in
outstanding receivables. To date, none of our branches has reached this capacity. As of March 31,
2005 the Company had non-exclusive agreements with approximately 1,400 dealers, of which
approximately 1,000 are active, for the purchase of individual Contracts that meet the Companys
financing criteria. The Company considers a dealer agreement to be active if the Company has
purchased a Contract thereunder in the last six months. The dealer agreements require the dealer to
originate Contracts in accordance with the Companys guidelines. Once a Contract is purchased by
the Company the dealer is no longer involved in the relationship between the Company and the
borrower, other than through the existence of limited representation and warranties of the dealer. Customers under the Contracts typically make down payments, in the form of cash or trade-in,
ranging from 5% to 20% of the sale price of the vehicle financed. The balance of the purchase
price of the vehicle plus taxes, title fees and, if applicable, premiums for extended service
Contracts, accident and health insurance and/or credit life insurance, are generally financed over
a period of 12 to 72 months. Accident and health insurance coverage enables the customer to make
required payments under the Contract in the event the borrower becomes unable to work because of
illness or accident and credit life insurance pays the customers obligations under the Contract
upon his or her death. The Company purchases Contracts from automobile dealers at a negotiated price that is less
than the original principal amount being financed (the discount) by the purchaser of the
automobile. The amount of the discount depends upon factors such as the age and value of the
automobile and the creditworthiness of the customer. The Company will pay more (i.e., purchase the
Contract at a smaller discount from the original principal amount) for Contracts as the credit risk
of the customer improves. In certain markets, competition determines the discount that the Company
can charge. Historically, the Contracts purchased by the Company have been purchased at discounts
that range from 1% to 15% of the original principal amount of the Contract. In addition to the
discount, the Company charges the dealer a processing fee of $75 per Contract purchased. As of
March 31, 2005, the Companys loan portfolio consisted exclusively of Contracts purchased without
recourse to the dealer. Although all the Contracts in the Companys loan portfolio were acquired
without recourse, each dealer remains liable to the Company for liabilities arising from certain
representations and warranties made by the dealer with respect to compliance with applicable
federal and state laws and valid title to the vehicle. 4




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The Companys policy is to only purchase a Contract after the dealer has provided the Company
with the requisite proof that the Company has a first priority lien on the financed vehicle (or the
Company has, in fact, perfected such first priority lien), that the customer has obtained the
required collision insurance naming the Company as loss payee and that the Contract has been fully
and accurately completed and validly executed. Once the Company has received and approved all
required documents, it pays the dealer for the Contract and commences servicing the Contract. The Company requires the owner of the vehicle to obtain and maintain collision insurance,
naming the Company as the loss payee, with a deductible of not more than $500. Both the Company and
the dealers we do business with offer purchasers of vehicles certain other add-on products. These
products are offered by the dealer on behalf of the Company or by the automobile dealer on behalf
of the dealership at the time of sale. They consist of a roadside assistance plan, extended
warranty protection, gap insurance, credit life insurance, credit accident and health insurance,
and credit property insurance. If the purchaser so desires, the cost of these products may be
included in the amount financed under the Contract. Contract Procurement The Company purchases Contracts in the states listed in the table below. The Contracts
purchased by the Company are predominately for used vehicles; for the periods shown below, less
than 3% were for new vehicles. The average model year collateralizing the portfolio as of March 31,
2005 and 2004 was a 2001 and 2000 vehicle, respectively. The dollar amounts shown in the table
below represent the Companys finance receivables, net of unearned interest on Contracts purchased: Maximum
    
    
    Fiscal year endedallowable
    
    
    March 31,State
    
    interest rate (1)
    
    
    2005
    
    
    2004Florida
    
    
    18-30%
    (2)
    
    $
    44,304,705
    
    
    $
    38,887,398Georgia
    
    
    18-30%
    (2)
    
    
    7,949,021
    
    
    
    8,682,016North Carolina
    
    
    18-29%
    (2)
    
    
    9,348,551
    
    
    
    7,428,824South Carolina
    
    
    
    (3)
    
    
    3,762,780
    
    
    
    3,252,211Ohio
    
    
    25%
    
    
    
    11,782,285
    
    
    
    11,489,914Virginia
    
    
    
    (3)
    
    
    5,767,526
    
    
    
    1,536,667Maryland
    
    
    24%
    
    
    
    885,941
    
    
    
    Kentucky
    
    
    18-25%
    (2)
    
    
    659,838
    
    
    
    Michigan
    
    
    25%
    
    
    
    2,700,315
    
    
    
    2,143,231Indiana
    
    
    21%
    
    
    
    385,749
    
    
    
    Total
    
    
    
    
    
    $
    87,546,711
    
    
    $
    73,420,261
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(1)
    
    The allowable maximum interest rates by state are subject to change
and are governed by the individual states the Company conducts business in.(2)
    
    The maximum allowable interest rate in each of these states varies
depending upon the model year of the vehicle being financed. In addition,
Georgia does not currently impose a maximum allowable interest rate with
respect to Contracts over $5,000.(3)
    
    Neither of these states currently imposes a maximum allowable interest
rate with respect to the types and sizes of Contracts the Company purchases.
The maximum rate which the Company will typically charge any customer in each
of these states is 29% per annum. The following table presents selected information on Contracts purchased by the Company, net
of unearned interest: Fiscal year endedMarch 31,Contracts
    
    2005
    
    
    2004Purchases
    
    $
    87,546,711
    
    
    $
    73,420,261Weighted APR
    
    
    24.05
    %
    
    
    24.04
    %Average Discount
    
    
    8.78
    %
    
    
    8.95
    %Average Term (months)
    
    
    44
    
    
    
    44Average Loan
    
    $
    8,387
    
    
    $
    8,121Number of Contracts
    
    
    10,439
    
    
    
    9,041
 Direct Loans The Company currently originates direct loans in Florida, Georgia and North Carolina. Direct
loans are loans originated directly between the Company and the consumer. These loans are typically
for amounts ranging from $1,000 to $6,000 and are generally secured by a lien on an automobile,
watercraft or other permissible tangible personal property. The average loan made to date by the
Company had an initial principal balance of approximately $3,000. The Company does not expect the
average loan size to increase significantly within the foreseeable future. The majority of direct
loans are originated with current or former customers under the Companys automobile financing
program. The typical direct loan represents a significantly better credit risk than our typical
Contract due to the customers historical payment history with the Company. The Company does not
have a direct loan license in Ohio, South Carolina, Michigan, Kentucky, Maryland, Indiana or
Virginia, and none is presently required in Georgia (as the Company currently does not make direct
loans under $3,000 in that state). Typically, the Company allows for a seasoning process to occur
in a new market prior to determining whether to pursue a direct loan license there. The Company
expects to make a decision in the current fiscal year on whether or not to pursue a direct loan
license for Ohio. The Company does not expect to pursue a direct loan license in any other states
during the current fiscal year. The size of the loan and maximum interest rate that can be charged
vary from state to state. In deciding whether or not to make a loan, the Company considers the
individuals credit history, job stability, income and impressions created during a personal
interview with a Company loan officer. Additionally, because most of the direct consumer loans made
by the Company to date have been made to borrowers under Contracts previously purchased by the
Company, the payment history of the borrower under the Contract is a significant factor in making
the loan decision. The Companys direct loan program was implemented in April 1995 and currently
accounts for approximately 3% of total annual revenue for the Company. As of March 31, 2005, loans
made by the Company pursuant to its direct loan program constituted approximately 3% of the
aggregate principal amount of the Companys loan portfolio. 6




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In connection with its direct loan program, the Company also offers health and accident
insurance coverage and credit life insurance to customers. Customers in approximately 77% of the
1,726 direct loan transactions outstanding as of March 31, 2005 had elected to purchase insurance
coverage offered by the Company. The cost of this insurance is included in the amount financed by
the customer. The following table presents selected information on direct loans originated by the Company,
net of unearned interest: Fiscal year endedMarch 31,Direct loan originations
    
    2005
    
    
    2004Originations
    
    $
    5,198,638
    
    
    $
    3,925,537Weighted APR
    
    
    25.90
    %
    
    
    26.27
    %Average Term (months)
    
    
    27
    
    
    
    27Average Loan
    
    $
    3,168
    
    
    $
    2,967Number of Contracts
    
    
    1,641
    
    
    
    1,323
 Underwriting Guidelines The Companys typical customer has a credit history that fails to meet the lending standards
of most banks and credit unions. Among the credit problems experienced by the Companys customers
that resulted in a poor credit history are: unpaid revolving credit card obligations; unpaid
medical bills; unpaid student loans; prior bankruptcy; and evictions for nonpayment of rent. The
Company believes that its customer profile is similar to that of its direct competitors. Prior to its approval of the purchase of a Contract, the Company is provided with a
standardized credit application completed by the consumer which contains information relating to
the consumers background, employment, and credit history. The Company also obtains credit reports
from Equifax, TRW or TransUnion, which are independent reporting services. The Company verifies the
consumers employment history, income and residence. In most cases, consumers are interviewed by
telephone by a Company application processor. The Company has established internal buying guidelines to be used by its Branch Managers and
internal underwriters when purchasing Contracts. Any Contract that does not meet these guidelines
must be approved by the senior management of the Company. The Company currently has District
Managers charged with managing the specific branches in a defined geographic area. In addition to a
variety of administrative duties, the District Managers are responsible for monitoring their
assigned branches compliance with the Companys underwriting standards. The Company uses essentially the same criteria in analyzing a direct loan as it does in
analyzing the purchase of a Contract. Lending decisions regarding direct loans are made based upon
a review of the customers loan application, credit history, job stability, income, in-person
interviews with a Company loan officer and the value of the collateral offered by the borrower to
secure the loan. To date, since approximately 90% of the Companys direct loans have been made to
individuals whose automobiles have been financed by the Company, the customers payment history
under his or her existing or past Contract is a significant factor in the lending decision. The
decision process with respect to the purchase of Contracts is similar, although the customers
prior payment history with automobile loans is weighted more heavily in the decision-making process
and the collateral value of the automobile being financed is also considered. 7




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After reviewing the information included in the Contract or direct loan application and taking
the other factors into account, a Company employee categorizes the customer using internally
developed credit classifications of 1, indicating higher creditworthiness, through 5,
indicating lower creditworthiness. In the absence of other factors, such as a favorable payment
history on a Contract held by the Company, the Company generally makes direct loans only to
individuals rated in categories 3 or higher. Contracts are financed for individuals who fall
within all five acceptable rating categories utilized, 1 through 5. Usually a customer who falls within the two highest categories is purchasing a two- to
four-year old, low mileage used automobile from the inventory of a new car or franchise dealer,
while a customer in either of the two lowest categories is purchasing an older, high mileage
automobile from an independent used automobile dealer. The Company utilizes its Loss Recovery Department (LRD) to perform on-site audits of branch
compliance with Company underwriting guidelines. LRD audits Company branches on a schedule that is
variable depending on the size of the branch, length of time a branch has been open, current tenure
of the Branch Manager, previous branch audit score and current and historical branch profitability.
LRD reports directly to the Accounting and Administrative Management of the Company. The Company
believes that an independent review and audit of its branches that is not tied to the sales
function of the Company is imperative in order to assure the information obtained is impartial. Monitoring and Enforcement of Contracts The Company requires all customers to obtain and maintain collision insurance covering damage
to the vehicle. Failure to maintain such insurance constitutes a default under the Contract, and
the Company may, at its discretion, repossess the vehicle. To reduce potential loss due to
insurance lapse, the Company has the Contractual right to force place its own collateral protection
insurance policy, which covers loss due to physical damage to vehicles not covered by collision
insurance. The Companys Management Information Services personnel maintain a number of reports to
monitor compliance by customers with their obligations under Contracts and direct loans made by the
Company. These reports may be accessed on a real-time basis throughout the Company by management
personnel, including Branch Managers and staff, at computer terminals located in the main office
and each branch office. These reports include delinquency aging reports, insurance due reports,
customer promises reports, vehicle information reports, purchase reports, dealer analysis reports,
static pool reports, and repossession reports. A delinquency report is an aging report that provides basic information regarding each account
and indicates accounts that are past due. The report includes information such as the account
number, address of the customer, home and work phone numbers of the customer, original term of the
Contract, number of remaining payments, outstanding balance, due dates, date of last payment,
number of days past due, scheduled payment amount, amount of last payment, total past due, and
special payment arrangements or agreements. 8




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Any account that is less than 120 days old is included on the delinquency report on the first
day that the Contract is contractually past due. After an account has matured more than 120 days,
it is not included on the delinquency report until it is 11 days past due. Once an account becomes
30 days past due, repossession proceedings are implemented unless the customer provides the Company
with an acceptable explanation for the delinquency and displays a willingness and the ability to
make the payment, and commits to a plan to return the account to current status. When an account is
60 days past due, the Company ceases recognition of income on the Contract and repossession
proceedings are initiated. At 120 days delinquent, if the vehicle has not yet been repossessed,
the account is written off. Once a vehicle has been repossessed, the related loan balance no longer
appears on the delinquency report. It instead appears on the Companys repossession report and is
sold, either at auction or to an automobile dealer. When an account becomes delinquent, the Company immediately contacts the customer to determine
the reason for the delinquency and to determine if appropriate arrangements for payment can be
made. If payment arrangements acceptable to the Company can be made, the information is entered in
its database and is used to generate a Promises Report, which is utilized by the Companys
collection staff for account follow up. The Company generates an insurance report to monitor compliance with the insurance obligations
imposed upon its customers. This report includes the account number, name and address of the
customer, and information regarding the insurance carrier, as well as summarizes the insurance
coverage, identifies the expiration date of the policy, and provides basic information regarding
payment dates and the term of the Contract. This report assists the Company in identifying
customers whose insurance policies are up for renewal or are in jeopardy of being canceled. The
Company sends written notices to, and makes direct contact with, customers whose insurance policies
are about to lapse or be canceled. If a customer fails to provide proof of coverage within 30 days
of notice, the Company has the option of purchasing insurance and adding the cost and applicable
finance charges to the balance of the Contract. The Company prepares a repossession report that provides information regarding repossessed
vehicles and aids the Company in disposing of repossessed vehicles. In addition to information
regarding the customer, this report provides information regarding the date of repossession, date
the vehicle was sold, number of days it was held in inventory prior to sale, year and make and
model of the vehicle, mileage, payoff amount on the Contract, NADA book value, Black Book value,
suggested sale price, location of the vehicle, original dealer and condition of the vehicle, and
notes other information that may be helpful to the Company. The Company also prepares a dealer analysis report that provides information regarding each
dealer from which it purchases Contracts. This report allows the Company to analyze the volume of
business done with each dealer and the terms on which it purchased Contracts from the dealer. The Companys policy is to aggressively pursue legal remedies to collect deficiencies from
customers. Delinquency notices are sent to customers and verbal requests for payment are made
beginning when an account becomes 11 days delinquent. When an account becomes 30 days delinquent
and the customer has not made payment arrangements acceptable to the Company or has failed to
respond to the requests for payment, a repossession request form is prepared by the responsible
branch office employee for approval by the Branch Manager for the vicinity in which the borrower
lives. Once the repossession request has been approved, first by the Branch Manager and secondly by
the applicable District Manager, it must then be approved by the Director of Loss Recovery. The
repossessor delivers the vehicle to a secure location specified by the Company. The Company
maintains relationships with several licensed repossession firms that repossess vehicles for fees
that range from $175 to $350 for each vehicle repossessed. As required by Florida, Georgia, North
Carolina, South Carolina, Ohio, Michigan and Virginia law, the customer is notified by certified
letter that the vehicle has been repossessed and that to regain the vehicle, he or she must make
arrangements satisfactory to the Company and pay the amount owed under the Contract within ten days
after delivery of the letter. 9




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The minimum requirement for return of the vehicle is payment of all past due amounts under the
Contract and all expenses associated with the repossession incurred by the Company. If
satisfactory arrangements for return of the vehicle are not made within the statutory period, the
Company then sends title to the vehicle to the applicable state title transfer department, which
then registers the vehicle in the name of the Company. The Company then either sells the vehicle to
a dealer or has it transported to an automobile auction for sale. On average, approximately 30 days
lapse between the time the Company takes possession of a vehicle and the time it is sold by a
dealer or at auction. When the Company determines that there is a reasonable likelihood of
recovering part or all of any deficiency against the customer under the Contract, it pursues legal
remedies available to it, including lawsuits, judgement liens and wage garnishments. Historically,
the Company has recovered approximately 10-15% of deficiencies from such customers. Proceeds from
the disposition of the vehicles are not included in calculating the foregoing percentage range. Marketing and Advertising The Companys Contract marketing efforts currently are directed exclusively toward automobile
dealers. The Company attempts to meet dealers needs by offering highly-responsive,
cost-competitive and service-oriented financing programs. The Company relies on its District and
Branch Managers to solicit agreements for the purchase of Contracts with automobile dealers located
within a 25-mile radius of each branch office. The Branch Manager provides dealers with information
regarding the Company and the general terms upon which the Company is willing to purchase
Contracts. The Company presently has no plans to implement any other forms of advertising such as
radio or newspaper advertisements for the purchase of Contracts The Company solicits customers under its direct loan program primarily through direct
mailings, followed by telephone calls, to individuals who have a good credit history with the
Company in connection with Contracts purchased by the Company. To a more limited extent the Company
also uses direct mail marketing to those customers who meet the criteria for a direct loan. Computerized Information System The Company utilizes integrated computer systems developed by NDS to assist in responding to
customer inquiries and to monitor the performance of its Contract and direct loan portfolio and the
performance of individual customers under Contracts. All Company personnel are provided with
instant, simultaneous access to information from a single shared database. The Company has created
specialized programs to automate the tracking of Contracts and direct loans from inception. The
Companys computer network encompasses both its corporate headquarters and its branch office
locations. See Monitoring and Enforcement of Contracts abovefor a summary of the different
reports prepared by the Company. Competition The consumer finance industry is highly fragmented and highly competitive. There are numerous
financial service companies that provide consumer credit in the markets served by the Company,
including banks, other consumer finance companies, and captive finance companies owned by
automobile manufacturers and retailers. Many of these companies have significantly greater
resources than the Company. The Company does not believe that increased competition for the
purchase of Contracts will cause a material reduction in the interest rate payable by the purchaser
of the automobile. However, increased competition for the purchase of Contracts will enable
automobile dealers to shop for the best price, thereby giving rise to an erosion in the discount
from the initial principal amounts at which the Company would be willing to purchase Contracts. 10




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The Companys target market consists of persons who are generally unable to obtain traditional
used car financing because of their credit history or the vehicles mileage or age. The Company
has been able to expand its automobile finance business in the non-prime credit market by offering
to purchase Contracts on terms that are competitive with those of other companies which purchase
automobile receivables in that market segment. Because of the daily contact that many of its
employees have with automobile dealers located throughout the market areas served by it, the
Company is generally aware of the terms upon which its competitors are offering to purchase
Contracts. The Companys policy is to modify its terms, if necessary, to remain competitive.
However, the Company will not sacrifice credit quality, its purchasing criteria or prudent business
practices in order to meet the competition. The Companys ability to compete effectively with other companies offering similar financing
arrangements depends upon maintaining close business relationships with dealers of new and used
vehicles. No single dealer out of the approximately 1,000 dealers that the Company currently has
active Contractual relationships with accounted for over 3% of its business volume for either of
the fiscal years ended March 31, 2005 or 2004. Regulation The Companys financing operations are subject to regulation, supervision and licensing under
various federal, state and local statutes and ordinances. Additionally, the procedures that the
Company must follow in connection with the repossession of vehicles securing Contracts are
regulated by each of the states in which the Company does business. To date, the Companys
operations have been conducted exclusively in the states of Florida, Georgia, Michigan, North
Carolina, Ohio, South Carolina, Kentucky, Maryland, Indiana and Virginia. Accordingly, the laws of
such states, as well as applicable federal law, govern the Companys operations. Compliance with
existing laws and regulations has not had a material adverse effect on the Companys operations to
date. The Companys management believes that the Company maintains all requisite licenses and
permits and is in material compliance with all applicable local, state and federal laws and
regulations. The Company periodically reviews its branch office practices in an effort to ensure
such compliance. The following constitute certain of the federal, state and local statutes and
ordinances with which the Company must comply:  
    
    State consumer regulatory agency requirements.Pursuant to regulations of
the state of Florida governing the Companys financing business activities, the
Florida Department of Banking and Finance periodically conducts an on-site audit
of each of the Companys Florida branches to monitor compliance with applicable
regulations. These regulations govern, among other matters, licensure
requirements, requirements for maintenance of proper records, payment of
required fees, maximum interest rates that may be charged on loans to finance
used vehicles and proper disclosure to customers regarding financing terms.
Pursuant to North Carolina law, the Companys direct loan activities in that
state are subject to similar periodic on-site audits by the North Carolina
Office of the Commissioner of Banks.
    
    State licensing requirements.The Company maintains a Sales Finance Company
License with the Florida Department of Banking and Finance, as well as consumer
loan licenses in Florida and North Carolina. In addition, each of the dealers
that the Company does business with is required to maintain a Retail Installment
Sellers License with each state in which it operates.
    
    Fair Debt Collection Act.The Fair Debt Collection Act and applicable state
law counterparts prohibit the Company from contacting customers during certain
times and at certain places, from using certain threatening practices and from
making false implications when attempting to collect a debt. 11




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Regulation (continued)  
    
    Truth in Lending Act.The Truth in Lending Act requires the Company and the
dealers it does business with to make certain disclosures to customers,
including the terms of repayment, the total finance charge and the annual
percentage rate charged on each Contract or direct loan.
    
    Equal Credit Opportunity Act.The Equal Credit Opportunity Act prohibits
creditors from discriminating against loan applicants on the basis of race,
color, sex, age or marital status. Pursuant to Regulation B promulgated under
the Equal Credit Opportunity Act, creditors are required to make certain
disclosures regarding consumer rights and advise consumers whose credit
applications are not approved of the reasons for the rejection.
    
    Fair Credit Reporting Act.The Fair Credit Reporting Act requires the
Company to provide certain information to consumers whose credit applications
are not approved on the basis of a report obtained from a consumer-reporting
agency.
    
    Gramm-Leach-Bliley Act.The Gramm-Leach-Bliley Act requires the Company to
maintain privacy with respect to certain consumer data in its possession and to
periodically communicate with consumers on privacy matters.
    
    Soldiers and Sailors Civil Relief Act.The
Soldiers and Sailors Civil Relief Act requires the Company to reduce
the interest rate charged on each loan to customers who have subsequently
joined, enlisted, been inducted or called to active military duty.
    
    Electronic Funds Transfer Act.The Electronic Funds Transfer Act prohibits
the Company from requiring its customers to repay a loan or other credit by
electronic funds transfer (EFT), except in limited
situations which do not apply to the Company. The Company is also required to
provide certain documentation to its customers when an EFT is initiated and to
provide certain notifications to its customers with regard to preauthorized
payments.
    
    Telephone Consumer Protection Act.The Telephone Consumer Protection Act
prohibits telephone solicitation calls to a customers home before 8
a.m. or after 9 p.m. In addition, if the Company makes a telephone solicitation
call to a customers home, the representative making the call must
provide his or her name, the Companys name, and a telephone number or address
at which the Companys representative may be contacted. The Telephone Consumer
Protection Act also requires that the Company maintain a record of any requests
by customers not to receive future telephone solicitations, which must be
maintained for five years.
    
    Bankruptcy.Federal bankruptcy and related state laws may interfere with or
affect the Companys ability to recover collateral or enforce a deficiency
judgment. Employees The Companys management and various support functions are centralized at the Companys
Corporate Headquarters in Clearwater, Florida. As of March 31, 2005 the Company employed a total of
189 persons, three of whom work for NDS and 186 of whom work for Nicholas Financial. None of the
Companys employees is subject to a collective bargaining agreement, and the Company considers its
relations with its employees generally to be good. Risk Factors 12




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The following factors, as well as other factors not set forth below, may adversely effect
the
business, operations, financial condition or results of operations of the Company (sometimes
referred to in this section as we us or our. Our profitability and future growth depend on our continued access to bank financing. The profitability and growth of our business currently depends on our ability to access bank
debt at competitive rates. We currently depend on a $85.0 million line of credit facility with a
financial institution to finance our purchases of Contracts and fund our direct loans. This line of
credit currently has a maturity date of November 30, 2006 and is secured by substantially all our
assets. At March 31, 2005, we had approximately $65.3 million outstanding under the line of credit
and approximately $19.7 million available for additional borrowing. The availability of our credit facility depends, in part, on factors outside of our control,
including regulatory capital treatment for unfunded bank lines of credit and the availability of
bank loans in general. Therefore, we cannot guarantee that this credit facility will continue to be
available beyond the current maturity date on reasonable terms or at all. If we are unable to renew
or replace our credit facility or find alternative financing at reasonable rates, we may be forced
to liquidate. We will continue to depend on the availability of our line of credit, together with
cash from operations, to finance our future operations. The terms of our indebtedness impose significant restrictions on us. Our existing outstanding indebtedness restricts our ability to, among other things:  
    
    sell or transfer assets;
    
    incur additional debt;
    
    repay other debt;
    
    pay dividends;
    
    make certain investments or acquisitions;
    
    repurchase or redeem capital stock;
    
    engage in mergers or consolidations; and
    
    engage in certain transactions with subsidiaries and affiliates. In addition, our line of credit facility requires us to comply with certain financial ratios
and covenants and to satisfy specified financial tests, including maintenance of asset quality and
portfolio performance tests. Our ability to continue to meet those financial ratios and tests could
be affected by events beyond our control. Failure to meet any of these covenants, financial ratios
or financial tests could result in an event of default under our credit facility. If an event of
default occurs under our line of credit facility, the lender may take one or more of the following
actions: 13




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
    
    increase our borrowing costs;
    
    restrict our ability to obtain additional borrowings under the facility;
    
    accelerate all amounts outstanding under the facility; or
    
    enforce its interests against collateral pledged under the facility. If our lender accelerates our debt payments, our assets may not be sufficient to fully repay
the debt. We will require a significant amount of cash to service our indebtedness and sheet our other
liquidity needs. Our ability to make payments on or to refinance our indebtedness and to fund our operations
and planned capital expenditures depends on our future operating performance. Our primary cash
requirements include the funding of:  
    
    Contract purchases and direct loans;
    
    interest payments under our line of credit facility and other indebtedness;
    
    capital expenditures for technology and facilities;
    
    ongoing operating expenses;
    
    planned expansions by opening additional branch offices; and
    
    any required income tax payments. In addition, because we expect to continue to require substantial amounts of cash for the
foreseeable future, we may seek additional debt or equity financing. The type, timing and terms of
the financing we select will be dependent upon our cash needs, the availability of other financing
sources and the prevailing conditions in the financial markets. There is no assurance that any of
these sources will be available to us at any given time or that the terms on which these sources
may be available will be favorable. Our inability to obtain such additional financing could
adversely impact our ability to grow. Our substantial indebtedness could adversely affect our financial condition. We currently have a substantial amount of outstanding indebtedness. Our ability to make
payments on, or to refinance, our indebtedness will depend on our future operating performance,
including our ability to access additional debt and equity financing, which, to a certain extent,
is subject to economic, financial, competitive and other factors beyond our control. 14




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##### Table of Contents



Our high level of indebtedness could have important consequences for our business. For
example,  
    
    we may be unable to satisfy our obligations under our outstanding
indebtedness;
    
    we may find it more difficult to fund future working capital, capital
expenditures, acquisitions, and general corporate needs;
    
    we may have to dedicate a substantial portion of our cash resources to the
payments on our outstanding indebtedness, thereby reducing the funds available
for operations and future business opportunities; and
    
    we may be more vulnerable to adverse general economic and industry
conditions. We may incur substantial additional debt in the future. If new debt is added to our current
levels, the risks described above could intensify. We may experience high delinquency rates in our loan portfolios, which could reduce our
profitability. Our profitability depends, to a material extent, on the performance of Contracts that we
purchase. Historically, we have experienced higher delinquency rates than traditional financial
institutions because a large portion of our loans are to non-prime borrowers, who are unable to
obtain financing from traditional sources due to their credit history. Although we attempt to
mitigate these high credit risks with our underwriting standards and collection procedures, these
standards and procedures may not offer adequate protection against the risk of default. In the
event of a default, the collateral value of the financed vehicle usually does not cover the
outstanding loan balance and costs of recovery. Higher than anticipated delinquencies and defaults
on our Contracts would reduce our profitability. In addition, in the event we were to make any bulk purchases of seasoned Contracts, we may
experience higher than normal delinquency rates with respect to these loan portfolios due to our
inability to apply our underwriting standards to each loan comprising the acquired portfolios. We
would similarly attempt to mitigate the high credit risks associated with these loans, although no
assurances can be given that we would be able to do so. We depend upon our relationships with our dealers. Our business depends in large part upon our ability to establish and maintain relationships
with reputable dealers who originate the Contracts we purchase. Although we believe we have been
successful in developing and maintaining such relationships, such relationships are not exclusive,
and many of them are not longstanding. There can be no assurances that we will be successful in
maintaining such relationships or increasing the number of dealers with whom we do business, or
that our existing dealer base will continue to generate a volume of Contracts comparable to the
volume of such Contracts historically generated by such dealers. Our success depends upon our ability to implement our business strategy. Our financial position depends on managements ability to execute our business strategy. Key
factors involved in the execution of our business strategy include achievement of the desired
Contract purchase volume, the use of effective risk management techniques and collection methods,
continued investment in technology to support operating efficiency and continued access to
significant funding and liquidity sources. Our failure or inability to execute any element of our
business strategy could materially adversely affect our financial condition. 15




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Our business is highly dependent upon general economic conditions. During periods of economic slowdown or recession, delinquencies, defaults, repossessions and
losses generally increase. These periods also may be accompanied by decreased consumer demand for
automobiles and declining values of automobiles securing outstanding loans, which weakens
collateral coverage on our loans and increases the amount of a loss we would experience in the
event of default. Significant increases in the inventory of used automobiles during periods of
economic recession may also depress the prices at which repossessed automobiles are sold or delay
the timing of these sales. Because we focus on non-prime borrowers, the actual rates of
delinquencies, defaults, repossessions and losses on these loans are higher than those experienced
in the general automobile finance industry and could be more dramatically affected by a general
economic downturn. In addition, during an economic slowdown or recession, our servicing costs may
increase without a corresponding increase in our servicing income. While we seek to manage the
higher risk inherent in loans made to non-prime borrowers through our underwriting criteria and
collection methods, no assurance can be given that these criteria or methods will afford adequate
protection against these risks. Any sustained period of increased delinquencies, defaults,
repossessions or losses or increased servicing costs could adversely affect our financial
condition. Decreased auction proceeds resulting from the depressed prices at which used automobiles may be
sold during periods of economic slowdown or recession will reduce our profitability. If we repossess a vehicle securing a Contract, we typically have it transported to an
automobile auction for sale. Auction proceeds from the sale of repossessed vehicles and other
recoveries are usually not sufficient to cover the outstanding balance of the Contract, and the
resulting deficiency is charged off. In addition, there is, on average, approximately a 30-day
lapse between the time we repossess a vehicle and the time it is sold by a dealer or at auction.
Furthermore, depressed wholesale prices for used automobiles may result from significant
liquidations of rental or fleet inventories, and from increased volume of trade-ins due to
promotional financing programs offered by new vehicle manufacturers. During periods of economic
slowdown or recession, decreased auction proceeds resulting from the depressed prices at which used
automobiles may be sold will result in our experiencing higher credit losses. An increase in market interest rates may reduce our profitability. Our long-term profitability may be directly affected by the level of and fluctuations in
interest rates. Sustained, significant increases in interest rates may adversely affect our
liquidity and profitability by reducing the interest rate spread between the rate of interest we
receive on our Contracts and interest rates that we pay under our outstanding line of credit
facility. As interest rates increase, our gross interest rate spread on new originations will
generally decline since the rates charged on the Contracts originated or purchased from dealers
generally are limited by statutory maximums, restricting our opportunity to pass on increased
interest costs. We monitor the interest rate environment and have entered into interest rate swap
agreements relating to a significant portion of our outstanding debt with maturities ranging from
July 2, 2005 through July 2, 2010. Each of these agreements effectively converts a portion of our
floating-rate debt to a fixed-rate, thus reducing the impact of interest rate changes on our
interest expense. These interest rate swap agreements may not adequately mitigate the impact of
changes in interest rates and we may not be able to enter into such agreements in the future. 16




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Our growth depends upon our ability to retain and attract a sufficient number of qualified
employees. To a large extent, our growth strategy depends on the opening of new offices that will focus
primarily on purchasing Contracts and making direct loans in markets we have not previously served.
Future expansion of our office network depends upon our ability to attract and retain qualified and
experienced office managers and the ability of such managers to develop relationships with dealers
that serve those markets. We generally do not open new offices until we have located and hired a
qualified and experienced individual to manage the office. Typically, this individual will be
familiar with local market conditions and have existing relationships with dealers in the area to
be served. Although we believe that we can attract and retain qualified and experienced personnel
as we proceed with planned expansion into new markets, no assurance can be given that we will be
successful in doing so. Competition to hire personnel possessing the skills and experience required
by us could contribute to an increase in our employee turnover rate. High turnover or an inability
to attract and retain qualified personnel could have an adverse effect on our origination,
delinquency, default and net loss rates and, ultimately, our financial condition. The loss of one of our key executives could have a material adverse effect on our business. Our growth and development to date have been largely dependent upon the services of Peter L.
Vosotas, our Chairman of the Board, President and Chief Executive Officer, and Ralph T.
Finkenbrink, our Chief Financial Officer and Senior Vice President- Finance. We do not maintain
key-man life insurance policies on these executives. Although we believe that we have sufficient
additional experienced management personnel to accommodate the loss of any key executive, the loss
of services of one or both of these executives could have a material adverse effect on us. We are subject to risks associated with litigation. As a consumer finance company, we are subject to various consumer claims and litigation
seeking damages and statutory penalties, based upon, among other things:  
    
    usury laws;
    
    disclosure inaccuracies;
    
    wrongful repossession;
    
    violations of bankruptcy stay provisions;
    
    certificate of title disputes;
    
    fraud;
    
    breach of contract; and
    
    discriminatory treatment of credit applicants.   17




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Some litigation against us could take the form of class action complaints by consumers. As the
assignee of Contracts originated by dealers, we may also be gamed as a co-defendant in lawsuits
filed by consumers principally against dealers. The damages and penalties claimed by consumers in
these types of actions can be substantial. The relief requested by the plaintiffs varies but may
include requests for compensatory, statutory and punitive damages. No assurances can be given that
we will not experience material financial losses in the future as a result of litigation and other
legal proceedings. We are subject to many laws and governmental regulations, and any material violations of or changes
in these laws or regulations could have a material adverse effect on our financial condition and
business operations. Our financing operations are subject to regulation, supervision and licensing under various
federal, state and local statutes and ordinances. Additionally, the procedures that we must follow
in connection with the repossession of vehicles securing Contracts are regulated by each of the
states in which we do business. The various federal, state and local statutes, regulations, and
ordinances applicable to our business govern, among other things:  
    
    licensing requirements;
    
    requirements for maintenance of proper records;
    
    payment of required fees to certain states;
    
    maximum interest rates that may be charged on loans to finance new and used vehicles;
    
    debt collection practices;
    
    proper disclosure to customers regarding financing terms;
    
    privacy regarding certain customer data;
    
    interest rates on loans to customers serving in the
    
    telephone solicitation of direct loan customers; and
    
    collection of debts from loan customers who have filed bankruptcy. We believe that we maintain all material licenses and permits required for our current
operations and are in substantial compliance with all applicable local, state and federal
regulations. Our failure, or failure by dealers who originate the Contracts we purchase, to
maintain all requisite licenses and permits, and to comply with other regulatory requirements,
could result in consumers having rights of rescission and other remedies that could have a material
adverse effect on our financial condition. Furthermore, any changes in applicable laws, rules and
regulations may make our compliance therewith more difficult or expensive or otherwise adversely
affect our financial condition. 18




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Our Chief Executive Officer and certain members of the Mahan family hold a significant percentage
of our common stock and may take actions adverse to your interests. Peter L. Vosotas, our Chairman of the Board, President and Chief Executive Officer, and
certain members of the Mahan family, including the adult children of Marvin and Ingrid Mahan, and
certain entities controlled by them, owned approximately 16.4% and 10.8%, respectively, of our
common stock as of May 31, 2005. As a result, they may be able to significantly influence matters
requiring shareholder approval, including the election and removal of directors and approval of
significant corporate transactions, such as mergers, consolidations and sales of assets. This
concentration of ownership could have the effect of delaying, deferring or preventing a change in
control or impeding a merger or consolidation, takeover or other business combination, which could
cause the market price of our common stock to fall or prevent you from receiving a premium in such
transaction. Our stock is not heavily traded, which may limit your ability to resell your shares. The average daily trading volume of our shares on the Nasdaq National Market for the period
from April 7, 2004 through March 31, 2005 was approximately 30,000 shares. Thus, our common stock
is thinly traded. Thinly traded stock can be more volatile than stock trading in an active public
market. Factors such as our financial results, the introduction of new products and services by us
or our competitors, and various factors affecting the consumer-finance industry generally may have
a significant impact on the market price of our common stock. In recent years, the stock market has
experienced a high level of price and volume volatility, and market prices for the stocks of many
companies have experienced wide price fluctuations that have not necessarily been related to their
operating performance. Therefore, our shareholders may not be able to sell their shares at the
volumes, prices, or times that they desire. We operate in a competitive market. The non-prime consumer-finance industry is highly competitive. There are numerous financial
service companies that provide consumer credit in the markets served by us, including banks, credit
unions, other consumer finance companies and captive finance companies owned by automobile
manufacturers and retailers. Many of these competitors have substantially greater financial
resources than us. In addition, our competitors often provide financing on terms more favorable to
automobile purchasers or dealers than we offer. Many of these competitors also have long-standing
relationships with automobile dealerships and may offer dealerships or their customers other forms
of financing, including dealer floor-plan financing and leasing, which are not provided by us.
Providers of non-prime consumer financing have traditionally competed primarily on the basis of:  
    
    interest rates charged;
    
    the quality of credit accepted;
    
    the flexibility of loan terms offered;
    
    the quality of service provided. Our ability to compete effectively with other companies offering similar financing
arrangements depends on maintaining close relationships with dealers of new and used vehicles. We
may not be able to compete successfully in this market or against these competitors. 19




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We have focused on a segment of the market composed of consumers who typically do not meet the
more
stringent credit requirements of traditional consumer financing sources and whose needs, as a
result, have not been addressed consistently by such financing sources. If, however, other
providers of consumer financing were to assert a significantly greater effort to penetrate our
targeted market segment, we may have to reduce our interest rates and fees in order to maintain our
market share. Any reduction in our interest rates or fees could have an adverse impact on our
profitability. We may experience problems with our integrated computer systems or be unable to keep pace with
developments in technology. We use various technologies in our business, including telecommunication, data processing, and
integrated computer systems. Technology changes rapidly. Our ability to compete successfully with
other financing companies may depend on whether we can exploit technological changes. We may not be
able to exploit technological changes, and any investment we make may not make us more profitable. We utilize integrated computer systems to respond to customer inquiries and to monitor the
performance of our Contract and direct loan portfolios and the performance of individual customers
under our Contracts and direct loans. Problems with our systems operations could adversely impact
our ability to monitor our portfolios or collect amounts due under our Contracts and direct loans,
which could have a material adverse effect on our financial condition. 
 Item 2. Description of Property The Company leases its Corporate Headquarters and branch office facilities. The Companys
Headquarters, located at 2454 McMullen Booth Road, Building C, in Clearwater, Florida, consist of
approximately 13,500 square feet of office space. The current lease relating to this space expires
in January 2010. Each of the Companys 35 branch offices located in Florida, Georgia, North Carolina, South
Carolina, Michigan, Virginia, Ohio and Kentucky consists of approximately 1,200 square feet of
office space. These offices are located in office parks, shopping centers or strip malls and are
occupied pursuant to leases with an initial term of from two to five years at annual rates ranging
from approximately $8.00 to $16.00 per square foot. The Company believes that these facilities and
additional or alternate space available to it are adequate to meet its needs for the foreseeable
future. 20




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Item 3. Legal Proceedings As previously reported,on April 8, 2004, the defendant in a deficiency action brought by the
Company under the Ohio Uniform Commercial Code, filed a counterclaim in Cleveland Municipal Court,
Cuyahoga County, Ohio, on behalf of a putative class of all persons who purchased motor vehicles
pursuant to retail installment sales agreements later assigned to the Company, which motor vehicles
were subsequently repossessed in Ohio by the Company or its agents (Nicholas Financial, Inc. v.
Sanborn, Case No. 2004 CVI 6969). The defendant counter-plaintiffs counterclaim alleged, among
other things, that the Company violated the Ohio Retail Installment Sales Act, the Ohio Uniform
Commercial Code and the Ohio Consumer Sales Practices Act by: failing to provide members of the
putative class with accurate disclosures of their statutory rights upon repossession; unilaterally
abrogating those rights in the Companys repossession procedures; and improperly collecting
deficiencies from members of the putative class. Pursuant to the counterclaim, the
counter-plaintiff sought compensatory, statutory and punitive damages (including compensatory
damages of at least $500,000 pursuant to one alleged cause of action), prejudgment interest and
attorneys fees and expenses, as well as injunctive and other equitable relief, including a
restitution remedy. In March 2005, the parties engaged in voluntary mediation and reached a tentative settlement
pursuant to which the Company has agreed to pay the defendant counter-plaintiff an aggregate of
$135,000 (including $40,000 in legal fees and expenses) in settlement of all claims in this action.
The Company anticipates that this settlement arrangement will be finalized in the near future. Except as described above, the Company currently is not a party to any pending legal
proceedings other than ordinary routine litigation incidental to its business, none of which, if
decided adversely to the Company, would, in the opinion of management, have a material adverse
affect on the Companys financial position. 
 Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders during the fourth quarter ended March
31, 2005. 21




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PART II 
 Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases
of Equity Securities On April 7, 2004, the Companys common stock began trading on the NASDAQ National Market under
the symbol NICK. Prior to such date, the Companys common stock was traded on the NASDAQ SmallCap
System under the symbol NICK. On May 12, 2005, the Companys Board of Directors declared a three-for-two stock
split on the Companys outstanding shares of common stock, payable on June 17, 2005 in the form of
a 50% stock dividend, to shareholders of record as of the close of business on June 3, 2005. As of June 17, 2005, there were approximately 2,000 holders of record of the Companys common
stock. The following table sets forth: (i) the high and low sales prices of the Companys common
stock for periods after April 6, 2004 as reported by the NASDAQ Stock Market and (ii) the high and
low bid prices for the Companys common stock for periods through April 6, 2004 as reported by the
NASDAQ Stock Market. The over-the-counter market quotations reflect inter-dealer prices and do not
include retail mark-up, mark-down or commission, and may not necessarily represent actual
transactions. All of the pricing information contained in the table below has been restated to
reflect the three-for-two stock split completed on June 17, 2005. High
    
    
    LowFiscal year ended March 31, 2005April 1, 2004 through April 6, 2004
    
    $
    6.82
    
    
    $
    6.00April 7, 2004 through June 30, 2004
    
    
    8.03
    
    
    
    5.37Second Quarter
    
    
    6.49
    
    
    
    5.78Third Quarter
    
    
    10.01
    
    
    
    6.00Fourth Quarter
    
    
    12.00
    
    
    
    9.39
 High
    
    
    LowFiscal year ended March 31, 2004First Quarter
    
    $
    3.48
    
    
    $
    2.27Second Quarter
    
    
    5.04
    
    
    
    3.18Third Quarter
    
    
    5.86
    
    
    
    3.17Fourth Quarter
    
    
    6.30
    
    
    
    5.07
 In August 2004, the Companys Board of Directors approved an annual cash dividend of $0.07 per
share of common stock, payable semi-annually. The Company paid its first cash dividend of $0.035
per share in September 2004, and its second cash dividend of $0.035 per share in March 2005. On May 12, 2005 the Companys Board of Directors approved the discontinuation of the foregoing
annual cash dividend. The Company currently anticipates that all of its earnings will be retained
for expansion of the Companys business, and it does not anticipate paying any cash dividends in
the foreseeable future. Any payment of future dividends and the amounts thereof will be dependant
upon the Companys earnings, financial requirements, and other factors deemed relevant by the Board
of Directors. In addition, the Companys $85.0 million line of credit facility contains certain
covenants which may restrict the Companys ability to pay cash dividends. 22




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There are no Canadian foreign exchange controls or laws that would affect the remittance of
dividends or other payments to the Companys non-Canadian resident shareholders. There are no
Canadian laws that restrict the export or import of capital, other than the Investment Canada Act
(Canada), which requires the notification or review of certain investments by non-Canadians to
establish or acquire control of a Canadian business. The Company is not a Canadian business as defined under the Investment Canada Act because it has no place of
business in Canada, has no individuals employed in Canada in connection with its business, and has
no assets in Canada used in carrying on its business. Canada and the United States of America are signatories to the Canada-United States Tax
Convention Act, 1984 (the Tax Treaty). The Tax Treaty contains provisions governing the tax
treatment of interest, dividends, gains and royalties paid to or received by a person residing in
the United States. The Tax Treaty also contains provisions to prevent the occurrence of double
taxation, essentially by permitting the taxpayer to claim a tax credit for taxes paid in the
foreign jurisdiction. Dividends paid to the Company from its U.S. subsidiaries current and accumulated earnings and
profits will be subject to a U.S. withholding tax of 5%. The gross dividends (i.e., before payment
of the withholding tax) must be included in the Companys net income. However, under certain
circumstances, the Company may be allowed to deduct the dividends in the calculation of its
Canadian taxable income. If the Company has no other foreign (i.e., non-Canadian) non-business
income, no relief is available in that case to recover the withholding taxes previously paid. A 15% Canadian withholding tax applies to dividends paid by the Company to a U.S. shareholder
that is an individual. The U.S. shareholder must include the gross amount of the dividends in his
net income to be taxed at the regular rates. A foreign tax credit will be available to the extent
of the lesser of: (i) withholding taxes paid (up to a maximum of 15% of certain foreign income
from property); and (ii) the U.S. taxes payable in respect to that foreign income. Alternatively, an individual can claim the foreign withholding taxes paid as a deduction in
the computation of income for tax purposes. If the withholding taxes paid exceed 15% of the foreign
income from property, such excess must be deducted in computing net income. Dividends paid to a corporate U.S. shareholder that owns less than 10% of the Companys voting
shares are also subject to a Canadian withholding tax of 15%. The information set forth in the second paragraph (and accompanying table) under the caption Item
11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 Securities Authorized for Issuance Under Equity Compensation Plans of this Annual Report on Form
10-KSB is incorporated herein by reference. 23




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##### Table of Contents



Item 6. Managements Discussion and Analysis of Financial Condition and Results of Operations Overview The Company is a Canadian holding company incorporated under the laws of British Columbia in
1986. The Company conducts its business activities through two wholly-owned Florida corporations:
Nicholas Financial, which purchases and services Contracts, makes direct loans and sells
consumer-finance related products; and NDS, which supports and updates certain computer application
software. Nicholas Financial accounted for approximately 99% of the Companys consolidated revenue
for the fiscal years ended March 31, 2005 and 2004, respectively. The Companys consolidated revenues increased for the fiscal year ended March 31, 2005 to
$32.8 million as compared to $25.5 million for the fiscal year ended March 31, 2004. The Companys
consolidated net income increased for the fiscal year ended March 31, 2005 to $8.1 million compared
to $5.2 million for the fiscal year ended March 31, 2004. The Companys earnings were favorably
impacted by the following: average finance receivables, net of unearned interest, increased 16% in
the fiscal year ended March 31, 2005 as compared to the fiscal year ended March 31, 2004; average
cost of borrowed funds decreased from 5.93% for the fiscal year ended March 31, 2004 as compared to
5.70% for the fiscal year ended March 31, 2005; and the Companys net charge-off rate decreased
from 7.26% for the fiscal year ended March 31, 2004 as compared to 5.46% for the fiscal year ended
March 31, 2005. Fiscal Year ended March 31,Portfolio Summary
    
    2005
    
    
    2004Average finance receivables, net of
unearned interest (1)
    
    $
    129,292,768
    
    
    $
    111,685,661Average indebtedness (2)
    
    $
    63,697,012
    
    
    $
    64,922,080Finance revenue (3)
    
    $
    32,582,965
    
    
    $
    25,236,638Interest expense
    
    
    3,630,267
    
    
    
    3,851,924Net finance revenue
    
    $
    28,952,698
    
    
    $
    21,384,714Weighted average contractual rate (4)
    
    
    24.15
    %
    
    
    24.15
    %Average cost of borrowed funds (2)
    
    
    5.70
    %
    
    
    5.93
    %Gross portfolio yield (5)
    
    
    25.20
    %
    
    
    22.60
    %Interest expense as a percentage of
average finance receivables, net of
unearned interest
    
    
    2.81
    %
    
    
    3.45
    %Provision for credit losses as a
percentage of average finance
receivables, net of unearned interest
    
    
    1.85
    %
    
    
    1.97
    %Net portfolio yield (5)
    
    
    20.54
    %
    
    
    17.18
    %Operating expenses as a percentage of
average finance receivables, net of
unearned interest (6)
    
    
    10.36
    %
    
    
    9.63
    %Pre-tax yield as a percentage of average
finance receivables, net of unearned
interest (7)
    
    
    10.18
    %
    
    
    7.55
    %Write-off to liquidation (8)
    
    
    6.28
    %
    
    
    8.41
    %Net charge-off percentage (9)
    
    
    5.46
    %
    
    
    7.26
    %
 24




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##### Table of Contents



(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 and notes
payable-
related party. Average cost of borrowed funds represents interest expense as a percentage of
average indebtedness.(3)
    
    Finance revenue does not include revenue generated by NDS.(4)
    
    Weighted average contractual rate represents the weighted average annual percentage rate
(APR) of all Contracts purchased and direct loans originated during the fiscal years ended
March 31, 2005 and 2004, respectively.(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.(6)
    
    Operating expenses represent total expenses, less interest expense, the provision for credit
losses and operating costs associated with NDS.(7)
    
    Pre-tax yield represents net portfolio yield minus operating 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 receivable balance plus current period purchases minus
voids and refinances minus ending receivable balance.(9)
    
    Net charge-off percentage represents net charge-offs divided by average finance receivables,
net of unearned interest, outstanding during the period.   25




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##### Table of Contents



Critical Accounting Policy The Companys critical accounting policy relates to the allowance for losses on loans. 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 allocations of dealer discount
and a portion of unearned income and a provision for loss based on managements evaluation of the
risk inherent in the loan portfolio, the composition of the portfolio, specific impaired loans and
current economic conditions. Such evaluation, which includes a review of all loans on which full
collectibility may not be reasonably assured, 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. Fiscal 2005 compared to Fiscal 2004 Interest Income and Loan Portfolio Interest income on finance receivables, predominantly finance charge income, increased 29% to
$32.6 million in fiscal 2005 from $25.2 million in fiscal 2004. The average finance receivables,
net of unearned interest, totaled $129.3 million at March 31, 2005, an increase of 16% from $111.7
million at March 31, 2004. The primary reason average finance receivables, net of unearned interest
increased was the increase in the receivable base of several existing branches and the opening of
three additional branch locations. The gross finance receivable balance increased 17% to $182.4
million at March 31, 2005 from $155.7 million at March 31, 2004. The primary reason interest income
increased was the increase in the outstanding loan portfolio. The gross portfolio yield increased
from 22.60% for the fiscal year ended March 31, 2004 to 25.20% for the fiscal year ended March 31,
2005. The net portfolio yield increased from 17.18% for the fiscal year ended March 31, 2004 to
20.54% for the fiscal year ended March 31, 2005. The primary reasons for the increase in the net
portfolio yield were a decrease in charge-offs, and to a lesser extent a reduction in the cost of
borrowed funds for the fiscal year ended March 31, 2005. The net charge-off percentage for the
fiscal year ended March 31, 2005 was 5.46% as compared to 7.26% for the fiscal year ended March 31,
2004. Computer Software Business Sales for the fiscal year ended March 31, 2005 were $248,928 as compared to $263,847 for the
fiscal year ended March 31, 2004, a decrease of 6%. This decrease was primarily due to lower
revenue from the existing customer base during the fiscal year ended March 31, 2005. Cost of sales
and operating expenses decreased from $303,402 for the fiscal year ended March 31, 2004 to $291,702
for the fiscal year ended March 31, 2005. Operating Expenses Total expenses, less the provision for credit losses, interest expense and costs associated
with NDS, increased to $13.4 million for the fiscal year ended March 31, 2005 from $10.8 million
for the fiscal year ended March 31, 2004. This increase of 25% was primarily attributable to the
additional staffing at several existing branches, increased general operating expenses and the
opening of three additional branch offices. Operating expenses as a percentage of average finance
receivables, net of unearned interest, increased from 9.63% for the fiscal year ended March 31,
2004 to 10.36% for the fiscal year ended March 31, 2005. 26




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##### Table of Contents



Interest Expense Interest expense decreased to $3.6 million for the fiscal year ended March 31, 2005 as
compared to $3.9 million for the fiscal year ended March 31, 2004. The average indebtedness for the
fiscal year ended March 31, 2005 decreased to $63.7 million as compared to $64.9 million for the
fiscal year ended March 31, 2004. The average cost of borrowed funds decreased from 5.93% during
the fiscal year ended March 31, 2004 to 5.70% during the fiscal year ended March 31, 2005. Analysis of Credit Losses Because of the nature of the customers under the Companys Contracts and its direct loan
program, 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. 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. The average pool consists of 70 Contracts with aggregate finance receivables, net
of unearned interest, of approximately $580,000. As of March 31, 2005, the Company had 583 active
static pools. 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 at which
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 does consider portfolio acquisitions as part of its growth strategy. A dealer discount represents the difference between the finance receivable, net of unearned
interest, of a Contract, and the amount of money the Company actually pays for the Contract. The
discount negotiated by the Company is a function of the credit quality of the customer and the
wholesale value of the vehicle. The automotive dealer accepts these terms by executing a dealer
agreement with the Company. The entire amount of discount is related to credit quality and is
considered to be part of the credit loss reserve. The Company utilizes a static pool approach to
track portfolio performance. A static pool retains an amount equal to 100% of the discount as a
reserve for credit losses. In situations where, at the date of purchase, the discount is determined
to be insufficient to absorb all potential losses associated with the static pool, a portion of
future unearned income associated with that specific static pool will be added to the reserves for
credit losses until total reserves have reached the appropriate level. Subsequent to the purchase,
if the reserve for credit losses is determined to be inadequate for a static pool which is not
fully liquidated, then a charge to income through the provision is used to reestablish adequate
reserves. If a static pool is fully liquidated and has any remaining reserves, the excess reserves
are immediately recognized into income. For static pools not fully liquidated, that are determined
to have excess reserves, such excess amounts are accreted into income over the remaining life of
the static pool. Reserves accreted into income for the year ended March 31, 2005 were approximately
$5.7 million as compared to $2.5 million for the year ended March 31, 2004. The primary reason for
this increase in fiscal year 2005 as compared to fiscal year 2004 was a decrease in the net
charge-off rate from 7.26% to 5.46%. 27




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##### Table of Contents



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
at the branch level. Each Branch Manager may interpret the guidelines differently and as a result
the common risk characteristics will be the same at an individual branch level but not necessarily
compared to another branch. 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. The Company experienced lower losses during the fiscal year ended March 31, 2005 as compared
to the fiscal year ended March 31, 2004. This resulted in static pools having reserves in excess of
estimates currently needed to liquidate these static pools. The Company is in the process of
accreting these excess reserves from these more mature static pools over their remaining life.
Static pools originated during the fiscal year ended March 31, 2005 have seen losses lower than
their most recent predecessors, however, there can be no assurances that this trend will continue.
The Companys overall reserve percentage has increased from 13.72% of gross finance receivables as
of March 31, 2004 to 13.84% of gross finance receivables as of March 31, 2005. The following table sets forth a reconciliation of the changes in dealer discounts on
Contracts. Fiscal Year ended March 31,2005
    
    
    2004Balance at beginning of year
    
    $
    15,377,582
    
    
    $
    12,394,089Discounts acquired on new volume
    
    
    14,499,829
    
    
    
    12,019,745Losses absorbed
    
    
    (6,869,018
    )
    
    
    (7,867,889
    )Recoveries
    
    
    1,278,081
    
    
    
    1,153,505Dealer discounts accreted
    
    
    (5,688,327
    )
    
    
    (2,321,868
    )Balance at end of year
    
    $
    18,598,147
    
    
    $
    15,377,582Dealer discounts as a percent
of gross indirect contracts
    
    
    10.52
    %
    
    
    10.18
    %
 The following table sets forth a reconciliation of the changes in the allowance for credit
losses on Contracts. Fiscal Year ended March 31,2005
    
    
    2004Balance at beginning of year
    
    $
    5,787,764
    
    
    $
    5,428,681Current period provision
    
    
    2,238,925
    
    
    
    1,805,038Losses absorbed
    
    
    (1,577,899
    )
    
    
    (1,445,955
    )Balance at end of year
    
    $
    6,448,790
    
    
    $
    5,787,764Allowance as a percent of gross
indirect contracts
    
    
    3.65
    %
    
    
    3.83
    %
 28




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##### Table of Contents



The following table sets forth a reconciliation of the changes in the allowance for credit
losses on direct loans. Fiscal Year ended March 31,2005
    
    
    2004Balance at beginning of year
    
    $
    184,334
    
    
    $
    176,126Current period provision
    
    
    119,266
    
    
    
    154,861Losses absorbed
    
    
    (136,894
    )
    
    
    (176,367
    )Recoveries
    
    
    32,947
    
    
    
    29,714Balance at end of year
    
    $
    199,653
    
    
    $
    184,334Allowance as a percent of gross
direct loan receivables
    
    
    3.55
    %
    
    
    4.03
    %
 The average dealer discount associated with new volume for the years ended March 31, 2005 and
2004 were 8.78% and 8.95%, respectively. The Company does not consider this change to be material
and such changes was not the result of any change in buying philosophy or competition. The provision for credit losses increased from $2.2 million for the year ended March 31, 2004
to $2.4 million for the year ended March 31, 2005. The Companys losses as a percentage of
liquidation decreased from 8.41% for the fiscal year ended March 31, 2004 to 6.28% for the fiscal
year ended March 31, 2005. The Company anticipates losses as a percentage of liquidation will be in
the 6-9% range in the current fiscal year. The longer term outlook for portfolio performance will
depend on the overall economic conditions, the unemployment rate and the Companys ability to
monitor, manage and implement its underwriting philosophy in additional geographic areas as it
strives to continue its expansion. The Company does not believe there have been any significant
changes in loan concentrations, terms or quality of Contracts purchased during fiscal 2005 that
would have contributed to the decrease in losses. Recoveries as a percentage of charge-offs were 17.7% and 12.5% for the fiscal years ended
March 31, 2005 and 2004, respectively. The Company believes that as it continues to expand its
operations, it will become more difficult to implement its loss recovery model in geographic areas
further away from its Corporate headquarters, and as a result the Company will likely experience
declining recovery rates over the long term. Reserves accreted into income for the fiscal years ended March 31, 2005 and 2004 were $5.7
million and $2.5 million respectively. The amount and timing of reserves accreted into income is a
function of individual static pool performance. The Company has seen improvement in the performance
of the portfolio, more specifically; newer static pools have seen a slight decrease in the default
rate when compared to prior year pool performance during their same liquidation cycle. The Company
attributes this decrease to an improvement in overall general economic conditions. The U.S. unemployment rate has dropped slightly over the past year. The Company believes there
is a correlation between the unemployment rate and future portfolio performance. The Company does
not expect the U.S. unemployment rate to rise or fall significantly in the foreseeable future.
Therefore the Company does not plan on increasing or decreasing reserves based on the current U.S.
unemployment rate. The number of voluntary repossessions decreased for the fiscal year ended March
31, 2005 as compared to the fiscal year ended March 31, 2004. The Company believes its percentage
of voluntary repossessions will stabilize in the current fiscal year, and as a result, management
believes that the Companys current reserve levels are adequate for the foreseeable future. The
number of bankruptcy filings decreased slightly during the fiscal year ended March 31, 2005 as
compared to the fiscal year ended March 31, 2004. The Company believes the percentage of bankruptcy
filings as a percentage of active receivables will stabilize in the current fiscal year, and as a
result, management believes that the Companys current reserve levels are adequate for the
foreseeable future. The amount of future unearned income represents the amount of finance charges the Company
expects to fully earn over the life of its current Contract portfolio. After the analysis of
purchase date accounting with respect to static pools is complete, any uncollectable amounts would
be contemplated in the allowance for credit losses. 29




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##### Table of Contents



The following tables present certain information regarding the delinquency rates experienced
by the Company with respect to Contracts and under its direct loan program: At March 31, 2005
    
    
    At March 31, 2004ContractsGross Balance Outstanding
    
    $
    176,758,883
    
    
    $
    151,082,036
 Dollar
    
    
    
    
    
    
    DollarAmount
    
    
    Percent
    
    
    Amount
    
    
    PercentDelinquencies30 to 59 days
    
    $
    1,934,136
    
    
    
    1.10
    %
    
    $
    1,848,735
    
    
    
    1.22
    %60 to 89 days
    
    
    408,651
    
    
    
    0.23
    %
    
    
    388,309
    
    
    
    0.26
    %90 + days
    
    
    249,547
    
    
    
    0.14
    %
    
    
    91,172
    
    
    
    0.06
    %Total Delinquencies
    
    $
    2,592,334
    
    
    
    1.47
    %
    
    $
    2,328,216
    
    
    
    1.54
    %Direct LoansGross Balance Outstanding
    
    $
    5,627,852
    
    
    
    
    
    
    $
    4,572,030Delinquencies30 to 59 days
    
    $
    37,520
    
    
    
    0.67
    %
    
    $
    44,296
    
    
    
    0.97
    %60 to 89 days
    
    
    6,945
    
    
    
    0.12
    %
    
    
    10,371
    
    
    
    0.22
    %90 + days
    
    
    23,892
    
    
    
    0.42
    %
    
    
    30,451
    
    
    
    0.67
    %Total Delinquencies
    
    $
    68,357
    
    
    
    1.21
    %
    
    $
    85,118
    
    
    
    1.86
    %
 The delinquency percentage for Contracts more than thirty days past due as of March 31, 2005
decreased to 1.47% from 1.54% as of March 31, 2004. The delinquency percentage for direct loans
more than thirty days past due as of March 31, 2005 decreased to 1.21% from 1.86% as of March 31,
2004. The Company does not give significant consideration to short-term trends in delinquency when
evaluating reserve levels. Delinquency percentages tend to be volatile and are not necessarily an
indication of future losses. The Company utilizes a static pool approach to analyzing portfolio
performance and looks at specific static pool performance and recent trends as leading indicators
to future performance of the portfolio. Income Taxes The provision for income taxes increased 58% to approximately $5.0 million in fiscal year 2005
from approximately $3.2 million in fiscal year 2004 primarily as a result of higher pretax income.
The Companys effective tax rate increased from 37.87% in fiscal 2004 to 38.38% in fiscal 2005. The
primary reason for this increase was an increase in the amount of taxable income subject to higher
graduated tax rates associated with federal income taxes. 30




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##### Table of Contents



Liquidity and Capital Resources The Companys cash flows are summarized as follows:  Fiscal Year ended March 31,2005
    
    
    2004Cash provided by (used in):Operations
    
    $
    11,130,680
    
    
    $
    6,900,644Investing activities -
(primarily purchase of Contracts)
    
    
    (19,278,629
    )
    
    
    (13,564,996
    )Financing activities
    
    
    8,043,759
    
    
    
    7,140,825Net (decrease) increase in cash
    
    $
    (104,190
    )
    
    $
    476,473
 The Companys primary use of working capital during fiscal year ended March 31, 2005 was the
funding of the purchase of Contracts. The Contracts were financed substantially through borrowings
under the Companys $85.0 million Line. The Line is secured by all of the assets of Nicholas
Financial. The Company may borrow the lesser of $85.0 million or amounts based upon formulas
principally related to a percentage of eligible finance receivables, as defined. Borrowings under
the Line may be under various LIBOR pricing options or at the prime rate plus twenty-five basis
points. Prime rate based borrowings are generally less than $5.0 million. As of March 31, 2005, the
amount outstanding under the Line was approximately $65.3 million and the amount available under
the Line was approximately $19.7 million. As of March 31, 2005, the Company was in full compliance
with all debt covenants thereunder. The Company has entered into interest rate swap agreements, each of which effectively converts
a portion of the Companys floating-rate debt to a fixed-rate, thus reducing the impact of interest
rate change on the Companys interest expense. At March 31, 2005, approximately 75% of the
Companys borrowings under the Line were subject to interest rate swap agreements. These swap
agreements have maturities ranging from July 2, 2005 through July 2, 2010. The self-liquidating nature of Contracts and other loans enables the Company to assume a
higher debt-to-equity ratio than in most businesses. The amount of debt the Company incurs from
time to time under these financing mechanisms depends on the Companys need for cash and ability to
borrow under the terms of the Line. The Company believes that borrowings available under the Line
as well as cash flow from operations will be sufficient to meet its short term funding needs. 31




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##### Table of Contents



In late May and early June 2004, the Company closed the sale of an aggregate of 2,100,000
shares of its common stock at a public offering price of $5.33 per share. The net proceeds of the
offering, approximately $9.9 million, was used to pay down the Companys Line. In addition,
approximately 1,350,000 shares of common stock were sold in the offering by a group of selling
shareholders. (adjusted for the stock split) On May 12, 2005, the Companys Board of Directors declared a three-for-two stock split on the
Companys outstanding shares of common stock, paid on June 17, 2005 in the form of a 50% stock
dividend, to shareholders of record as of the close of business on June 3, 2005. All references to
the number of shares outstanding and per share amounts of the Companys common shares have been
restated to reflect the effect of the stock split for all periods presented. The Companys Board of Directors also approved the discontinuation of the payment of an annual
cash dividend of $0.07 per share. The Board determined that it would be advisable, for the
foreseeable future, to utilize after-tax profits to pursue continued growth. The Board of Directors
will continue to review its dividend policy on an annual basis. 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 have
been offset by the Companys continued emphasis on stringent operating and cost controls.
Management believes that the Companys financial condition has enabled it to negotiate favorable
interest rates under its existing Line. No assurances can be given that the Company will be able to
continue to do so in the future. Contractual Obligations The following table summarizes the Companys material obligations as of March 31, 2005. Years ending March 31,
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    TotalOperating leases
    
    $
    760,000
    
    
    $
    527,000
    
    
    $
    368,000
    
    
    $
    309,000
    
    
    $
    281,000
    
    
    $
    2,245,000Notes payable  related
party
    
    
    1,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000,000Line of credit
    
    
    
    
    
    
    65,331,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,331,000Total
    
    $
    1,760,000
    
    
    $
    65,858,000
    
    
    $
    368,000
    
    
    $
    309,000
    
    
    $
    281,000
    
    
    $
    68,576,000
 
 Item 7. Financial Statements The following financial statements are filed as part of this report (see pages 33-53) Report
of Independent Registered Public Accounting Firm
    
    
    33Audited Consolidated Financial StatementsConsolidated Balance Sheets
    
    
    34Consolidated Statements of Income
    
    
    35Consolidated Statements of Shareholders Equity
    
    
    36Consolidated Statements of Cash Flows
    
    
    37Notes to Consolidated Financial Statements
    
    
    38EX-10.4.3: AMENDMENT NO. 5 TO LOAN AGREEMENT, DATED MARCH 31, 2005EX-10.9: FORM OF DEALER AGREEMENTEX-14: CODE OF ETHICSEX-23: CONSENT OF DIXON HUGHES PLLCEX-31.1: SECTION 302 CERTIFICATION OF PRESIDENT AND CEOEX-31.2: SECTION 302 CERTIFICATION OF SENIOR VICE PRESIDENT AND CFOEX-32.1: SECTION 906 CERTIFICATION OF CEOEX-32.2: SECTION 906 CERTIFICATION OF SENIOR VICE PRESIDENT AND CFO
  32




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of
Nicholas Financial, Inc. We have audited the accompanying consolidated balance sheets of Nicholas Financial, Inc. and
subsidiaries as of March 31, 2005 and 2004, and the related consolidated statements of income,
shareholders equity and cash flows for the years then ended. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Nicholas Financial, Inc. and subsidiaries as of March
31, 2005 and 2004, and the results of their operations and their cash flows for the years then
ended in conformity with accounting principles generally accepted in the United States. (DIXON HUGHES PLLC) Atlanta, Georgia May 27, 2005 33




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Nicholas Financial, Inc. and Subsidiaries 
 Consolidated Balance Sheets March 31,2005
    
    
    2004AssetsCash
    
    $
    853,494
    
    
    $
    957,684Finance receivables, net
    
    
    113,708,122
    
    
    
    97,236,516Accounts receivable
    
    
    12,849
    
    
    
    11,923Assets held for resale
    
    
    530,230
    
    
    
    492,889Prepaid stock offering costs
    
    
    
    
    
    
    134,200Prepaid expenses and other assets
    
    
    507,952
    
    
    
    470,476Property and equipment, net
    
    
    763,247
    
    
    
    565,562Derivatives
    
    
    740,223
    
    
    
    Deferred income taxes
    
    
    3,699,324
    
    
    
    3,354,202Total assets
    
    $
    120,815,441
    
    
    $
    103,223,452Liabilities and shareholders equityLine of credit
    
    $
    65,330,897
    
    
    $
    67,510,290Drafts payable
    
    
    973,268
    
    
    
    911,101Notes payablerelated party
    
    
    1,000,000
    
    
    
    681,530Accounts payable and accrued expenses
    
    
    4,852,787
    
    
    
    3,765,044Derivatives
    
    
    
    
    
    
    1,711,393Income taxes payable
    
    
    540,899
    
    
    
    125,618Deferred revenues
    
    
    1,359,696
    
    
    
    1,072,883Total liabilities
    
    
    74,057,547
    
    
    
    75,777,859Shareholders equity:Preferred stock, no par: 5,000,000 shares authorized;
none issued and outstanding
    
    
    
    
    
    
    Common stock, no par: 50,000,000 shares
authorized; 9,840,531 and 7,627,932 shares issued
and outstanding, respectively (adjusted for stock
split)
    
    
    15,127,922
    
    
    
    4,766,150Accumulated other comprehensive income (loss)
    
    
    458,949
    
    
    
    (1,065,342
    )Retained earnings
    
    
    31,171,023
    
    
    
    23,744,785Total shareholders equity
    
    
    46,757,894
    
    
    
    27,445,593Total liabilities and shareholders equity
    
    $
    120,815,441
    
    
    $
    103,223,452
 See accompanying notes. 34




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Nicholas Financial, Inc. and Subsidiaries 
 Consolidated Statements of Income Year ended March 31,2005
    
    
    2004Revenue:Interest income on finance receivables
    
    $
    32,582,965
    
    
    $
    25,236,638Sales
    
    
    248,928
    
    
    
    263,84732,831,893
    
    
    
    25,500,485Expenses:Cost of sales
    
    
    64,556
    
    
    
    66,193Marketing
    
    
    878,194
    
    
    
    865,930Salaries and employee benefits
    
    
    8,976,912
    
    
    
    7,028,267Administrative
    
    
    3,550,523
    
    
    
    2,889,884Provision for credit losses
    
    
    2,396,985
    
    
    
    2,198,501Depreciation
    
    
    221,753
    
    
    
    210,125Interest expense
    
    
    3,630,267
    
    
    
    3,851,92419,719,190
    
    
    
    17,110,824Operating income before income taxes
    
    
    13,112,703
    
    
    
    8,389,661Income tax expense
    
    
    5,033,008
    
    
    
    3,176,983Net income
    
    $
    8,079,695
    
    
    $
    5,212,678Earnings per share:Basic (adjusted for stock split)
    
    $
    0.85
    
    
    $
    0.69Diluted (adjusted for stock split)
    
    $
    0.80
    
    
    $
    0.64Dividends declared per share (adjusted for stock split)
    
    $
    0.07
    
    
    $
    0.07
 See accompanying notes. 35




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##### Table of Contents



Nicholas Financial, Inc. and Subsidiaries 
 Consolidated Statements of Shareholders Equity AccumulatedOther
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Comprehensive
    
    
    Retained
    
    
    ShareholdersShares
    
    
    Amount
    
    
    Income (Loss)
    
    
    Earnings
    
    
    EquityBalance at March 31, 2003
    
    
    7,509,031
    
    
    $
    4,452,693
    
    
    $
    (1,402,345
    )
    
    $
    19,040,092
    
    
    $
    22,090,440Issuance of common stock
under stock options
    
    
    118,901
    
    
    
    175,698
    
    
    
    
    
    
    
    
    
    
    
    175,698Dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (507,985
    )
    
    
    (507,985
    )Income tax benefit on
exercise of
non-qualified stock
options
    
    
    
    
    
    
    137,759
    
    
    
    
    
    
    
    
    
    
    
    137,759Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,212,678
    
    
    
    5,212,678Mark to market 
interest rate swaps
    
    
    
    
    
    
    
    
    
    
    337,003
    
    
    
    
    
    
    
    337,003Balance at March 31, 2004
    
    
    7,627,932
    
    
    
    4,766,150
    
    
    
    (1,065,342
    )
    
    
    23,744,785
    
    
    
    27,445,593Issuance of
common stock under stock options
    
    
    112,599
    
    
    
    155,172
    
    
    
    
    
    
    
    
    
    
    
    155,172Issuance of common stock
    
    
    2,100,000
    
    
    
    10,416,000
    
    
    
    
    
    
    
    
    
    
    
    10,416,000Offering costs
    
    
    
    
    
    
    (518,670
    )
    
    
    
    
    
    
    
    
    
    
    (518,670
    )Dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (653,457
    )
    
    
    (653,457
    )Income tax benefit on
exercise of
non-qualified stock
options
    
    
    
    
    
    
    309,270
    
    
    
    
    
    
    
    
    
    
    
    309,270Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,079,695
    
    
    
    8,079,695Mark to market 
interest rate swaps
    
    
    
    
    
    
    
    
    
    
    1,524,291
    
    
    
    
    
    
    
    1,524,291Balance at March 31, 2005
    
    
    9,840,531
    
    
    $
    15,127,922
    
    
    $
    458,949
    
    
    $
    31,171,023
    
    
    $
    46,757,894
 (shares adjusted for stock split) See accompanying notes. 36




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Nicholas Financial, Inc. and Subsidiaries 
 Consolidated Statements of Cash Flows Year ended March 31,2005
    
    
    2004Cash flows from operating activitiesNet income
    
    $
    8,079,695
    
    
    $
    5,212,678Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation
    
    
    221,753
    
    
    
    210,125Gain on sale of property and equipment
    
    
    (9,400
    )
    
    
    Provision for credit losses
    
    
    2,396,985
    
    
    
    2,198,501Deferred income taxes
    
    
    (1,272,447
    )
    
    
    (1,268,778
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (926
    )
    
    
    4,305Prepaid expenses, other assets and assets held for resale
    
    
    (74,817
    )
    
    
    (326,092
    )Accounts payable and accrued expenses
    
    
    1,087,743
    
    
    
    694,168Income taxes payable
    
    
    415,281
    
    
    
    19,743Deferred revenues
    
    
    286,813
    
    
    
    155,994Net cash provided by operating activities
    
    
    11,130,680
    
    
    
    6,900,644Cash flows from investing activitiesPurchase and origination of finance contracts
    
    
    (82,630,379
    )
    
    
    (68,920,330
    )Principal payments received
    
    
    63,761,788
    
    
    
    55,663,425Purchase of property and equipment
    
    
    (419,438
    )
    
    
    (308,091
    )Proceed from sale of property and equipment
    
    
    9,400
    
    
    
    Net cash used in investing activities
    
    
    (19,278,629
    )
    
    
    (13,564,996
    )Cash flows from financing activitiesIssuance (repayment) of notes payablerelated party
    
    
    318,470
    
    
    
    (127,080
    )Net (repayment of) proceeds from line of credit
    
    
    (2,179,393
    )
    
    
    7,350,052Increase in drafts payable
    
    
    62,167
    
    
    
    246,581Payment of dividends
    
    
    (653,457
    )
    
    
    (507,985
    )Proceeds from exercise of stock options and income tax benefit
related thereto
    
    
    464,442
    
    
    
    313,457Proceeds from issuance of common stock
    
    
    10,416,000
    
    
    
    Payment of offering costs
    
    
    (384,470
    )
    
    
    (134,200
    )Net cash provided by financing activities
    
    
    8,043,759
    
    
    
    7,140,825Net (decrease) increase in cash
    
    
    (104,190
    )
    
    
    476,473Cash, beginning of year
    
    
    957,684
    
    
    
    481,211Cash, end of year
    
    $
    853,494
    
    
    $
    957,684
 See accompanying notes. 37




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Nicholas Financial, Inc. and Subsidiaries 
 Notes to Consolidated Financial Statements 1. Organization Nicholas Financial, Inc. Nicholas Financial  Canada is a Canadian holding company incorporated
under the laws of British Columbia with two wholly-owned United States subsidiaries, Nicholas Data
Services, Inc. (NDS) and Nicholas Financial, Inc. (NFI). NDS is engaged principally in the
development, marketing and support of computer application software. NFI is engaged principally in
providing installment sales financing. Both NDS and NFI are based in Florida, U.S.A. The
accompanying financial statements are stated in U.S. dollars and are presented in accordance with
accounting principles generally accepted in the United States. 2. Summary of Significant Accounting Policies Consolidation The consolidated financial statements include the accounts of Nicholas Financial  Canada and its
wholly owned subsidiaries, NDS and NFI, collectively referred to as the Company. All intercompany
transactions and balances have been eliminated. Finance Receivables Finance receivables purchased and originated are recorded at cost. Assets Held for Resale Assets held for resale are stated at net realizable value and consist primarily of automobiles that
have been repossessed by the Company and are awaiting final disposition. Costs associated with
repossession, transport and auction preparation expenses are charges reported under operating
expenses in the period in which they were incurred. The Company maintains full responsibility for
repossessions. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation. Expenditures for
repairs and maintenance are charged to expense as incurred. Depreciation of property and equipment
is computed using the straight-line method over the estimated useful lives of the assets as
follows: Automobiles
Equipment
Furniture and fixtures
Leasehold improvements
    
    3 years
5 years
7 years
Lease term
 38




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Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 2. Summary of Significant Accounting Policies (continued) Allowance for Loan Losses The allowance for loan losses is increased by charges against earnings and decreased by charge-offs
(net of recoveries). In addition to the allowance for loan losses, a reserve for credit losses has
been established using unearned interest and dealer discounts to absorb potential credit losses. To
the extent actual credit losses exceed these reserves, a bad debt provision is recorded; and to the
extent credit losses are less than the reserve, the reserve is accreted into income over the
remaining estimated life of the pool. Managements periodic evaluation of the adequacy of the
allowance is based on the Companys past loan experience, known and inherent risks in the
portfolio, adverse situations that may affect the borrowers ability to repay, the estimated value
of any underlying collateral, and current economic conditions. Drafts Payable Drafts payable represent checks disbursed for loan purchases which have not yet been funded through
the line of credit. Amounts generally clear within two business days of period end and are then
added to the line of credit. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rate is recognized in income in the period that includes the
enactment date. Revenue Recognition Interest income on finance receivables is recognized using the interest method. Accrual of interest
income on finance receivables is suspended when a loan is contractually delinquent for 60 days or
more or the collateral is repossessed, whichever is earlier. As of March 31, 2005 and 2004 the
amount of gross finance receivables not accruing interest was approximately $689,000 and $520,000,
respectively. 39




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##### Table of Contents



Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 2. Summary of Significant Accounting Policies (continued) Deferred revenues consist primarily of commissions received from the sale of ancillary products.
These products include automobile warranties, roadside assistance programs, accident & health
insurance, credit life insurance and forced placed automobile insurance. These commissions are
amortized over the life of the contract using the effective annual interest method. The Company attributes its entire dealer discount and a portion of unearned income to a reserve for
credit losses. Such amounts reduce the interest income recognized over the life of the contract.
The Companys net fees charged for processing a loan are recognized as an adjustment to the yield
and are amortized over the life of the loan using the interest method. The amount of future unearned income represents the amount of finance charges the Company expects
to fully earn over the life of the current portfolio, and is computed as the product of the
contract rate, the contract term, and the contract amount. The Company aggregates the contracts
purchased during a three-month period for all of its branch locations. After the analysis of
purchase date accounting is complete, any uncollectable amounts would be contemplated in estimating
the allowance for loan losses. Revenues resulting from the sale of hardware and software are recognized when persuasive evidence
of an agreement exists, delivery of the products has occurred, no significant Company obligation
with regard to implementation remain, the fee is fixed or determinable and collectibility is
probable. If the fee due from the customer is not fixed or determinable, revenue is recognized as
payments become due from the customer. If collectibility is not considered probable, revenue is
recognized when the fee is collected. Arrangements that included software services are evaluated to
determine whether those services are essential to the functionality of other elements of the
arrangement. When software services are considered essential, revenue under the arrangement is
recognized using contract accounting. When software services are not considered essential, the
revenue related to the software services is recognized as the services are performed. The
unamortized amounts are included in the caption deferred revenues. Stock Split On May 12, 2005, the Board of Directors declared a three-for-two stock split, payable in the form
of a 50% stock dividend on June 17, 2005 to shareholders of record on June 3, 2005. All references
in the consolidated financial statements and notes to the number of shares outstanding, per share
amounts, and stock option data of the Companys common shares have been restated to reflect the
effect of the stock split for all periods presented. 40




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##### Table of Contents



Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 2. Summary of Significant Accounting Policies (continued) Earnings Per Share Basic earnings per share is calculated by dividing the reported net income for the period by the
weighted average number of shares of common stock outstanding. Diluted earnings per share includes
the effect of dilutive options. Basic and diluted earnings per share have been computed as follows: Year ended March 31,2005
    
    
    2004Numerator for earnings per share  net income
    
    $
    8,079,695
    
    
    $
    5,212,678Denominator:Denominator for basic earnings per share
 weighted average shares
    
    
    9,462,620
    
    
    
    7,570,641Effect of dilutive securities:Employee stock options
    
    
    620,074
    
    
    
    557,421Denominator for diluted earnings per share
    
    
    10,082,694
    
    
    
    8,128,062Earnings per share  basic
    
    $
    0.85
    
    
    $
    0.69Earnings per share  diluted
    
    $
    0.80
    
    
    $
    0.64
 (adjusted for stock split) Stock Option Accounting As permitted under Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for
Stock-Based Compensation  Transaction and Disclosure which amended SFAS No. 123, Accounting for
Stock-Based Compensation, the Company has elected to continue to follow the intrinsic value method
in accounting for its stock-based employee compensation arrangements as defined by Accounting
Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related
interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions
Involving Stock Compensation, an interpretation of APB No. 25. No stock-based employee
compensation cost is reflected in operations, as all options granted under those plans have an
exercise price equal to or above the market value of the underlying common stock on the date of
grant. 41




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Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 2. Summary of Significant Accounting Policies (continued) Financial Instruments The Companys financial instruments consist of finance receivables, accounts receivable, line of
credit, notes payablerelated party and accounts payable. For each of these financial instruments,
the carrying value approximates its fair value. The Companys financial instruments that are exposed to concentrations of credit risk are primarily
finance receivables and cash. The Company operates in ten states through its thirty-five branch
locations. Florida represents 56% of the finance receivables total as of March 31, 2005. Ohio and
North Carolina represent 12% and 10% respectively, of the finance receivables total as of March 31,
2005. Of the remaining five states, no one state represents more than 8% of the total finance
receivables. The Company provides credit during the normal course of business and performs ongoing
credit evaluations of its customers. The Company maintains reserves for potential credit losses
which, when realized, have been within the range of managements expectations. The Company perfects
a primary security interest in all vehicles financed as a form of collateral. From time to time the
Company maintains deposits with banks which exceed the $100,000 Federal Deposit Insurance
Corporation insured limit. Historically, the Company has not experienced any loss of cash due to
such concentration of credit risk. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes. The most significant of these
estimates relates to the determination of the allowance for credit losses and related reserves.
Actual results could differ from those estimates. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) is composed entirely of the fair value of cash flow
hedges, net of the related tax effect. Statement of Cash Flows Cash paid for income taxes for the years ended March 31, 2005 and 2004 was approximately $5,581,000
and $4,288,000, respectively. Cash paid for interest for the years ended March 31, 2005 and 2004
was approximately $3,532,000 and $3,804,000, respectively. 42




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Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 2. Summary of Significant Accounting Policies (continued) Derivatives Derivatives are accounted for under SFAS 149, Amendment of Statement 133 on Derivative Instruments
and Hedging Activities. This statement amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for hedging activities
under SFAS No. 133. SFAS No. 133 requires the recognition of all derivative instruments as either
assets or liabilities in the consolidated balance sheet at fair value. The accounting for changes
in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been
designated and qualifies as part of a hedging relationship and further, on the type of hedging
relationship. For those derivative instruments that are designated and qualify as hedging
instruments, a company must designate the hedging instrument, based on the exposure being hedged,
as either a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign
operation. The Company does not use derivative instruments for speculative purposes. Recent Accounting Pronouncements In October 2003, the AICPA issued Statement of Position (SOP) No. 03-3, Accounting for Loans or
Certain Debt Securities Acquired in a Transfer. SOP No. 03-3 applies to a loan with evidence of
deterioration in credit quality subsequent to its origination that is acquired by completion of a
transfer (as defined in SOP No. 03-3), for which it is probable at acquisition of such loan, that
the acquirer will be unable to collect all contractually required payments receivable. The
Companys finance receivables are acquired shortly after origination and there is no credit
deterioration during the time between origination of the finance receivable and the purchase by the
Company. As a result, the Company does not expect any impact on the Companys consolidated
financial statements. In December 2004, the FASB issued SFAS No. 123(R), Accounting for Stock-Based Compensation. SFAS
No. 123(R) establishes standards for the accounting for transactions in which an entity exchanges
its equity instruments for goods or services. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment transactions. SFAS
No. 123(R) requires that the fair value of such equity instruments be recognized as an expense in
the financial statements as services are performed. Prior to SFAS No. 123(R), only certain pro
forma disclosures of fair value were required. SFAS No. 123(R) will be applicable for the quarter
ending June 30, 2006. The Company does not believe the adoption of this statement will have a
material impact on the Companys consolidated financial statements. 43




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Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 3. Finance Receivables The Company purchases individual installment loan contracts from new and used automobile dealers in
its markets. There is no relationship between the Company and the dealer with respect to a given
contract once the assignment of that contract is complete. The dealer has no vested interest in the
performance of any installment contract the Company purchases. The Company charges-off receivables when an individual account has become more than 120 days
contractually delinquent. In the event of a repossession the charge-off will occur in the month in
which the vehicle was repossessed. Consumer automobile finance installment contracts are included in finance receivables and are
detailed as follows: 2005
    
    
    2004Finance receivables, gross contract
    
    $
    176,758,883
    
    
    $
    151,082,036Unearned interest
    
    
    (42,298,636
    )
    
    
    (36,135,832
    )Finance receivables, net of unearned interest
    
    
    134,460,247
    
    
    
    114,946,204Dealer discounts
    
    
    (18,598,147
    )
    
    
    (15,377,582
    )Allowance for credit losses
    
    
    (6,448,790
    )
    
    
    (5,787,764
    )Finance receivables, net
    
    $
    109,413,310
    
    
    $
    93,780,858
 The terms of the receivables range from 12 to 72 months and bear a weighted average effective
interest rate of 24% for both 2005 and 2004. Direct consumer loans are also included in finance receivables and are detailed as follows for the
years ended March 31: 2005
    
    
    2004Direct loans, gross contract
    
    $
    5,627,852
    
    
    $
    4,572,030Unearned interest
    
    
    (1,133,387
    )
    
    
    (932,038
    )Finance receivables, net of unearned interest
    
    
    4,494,465
    
    
    
    3,639,992Allowance for credit losses
    
    
    (199,653
    )
    
    
    (184,334
    )Finance receivables, net
    
    $
    4,294,812
    
    
    $
    3,455,658
 The terms of the receivables range from 6 to 48 months and bear a weighted average effective
interest rate of 25% for both 2005 and 2004. 44




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Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 3. Finance Receivables (continued) The following table sets forth a reconciliation of the changes in dealer discounts for the years
ended March 31: 2005
    
    
    2004Balance at beginning of year
    
    $
    15,377,582
    
    
    $
    12,394,089Discounts acquired on new volume
    
    
    14,499,829
    
    
    
    12,019,745Losses absorbed
    
    
    (6,869,018
    )
    
    
    (7,867,889
    )Recoveries
    
    
    1,278,081
    
    
    
    1,153,505Dealer discounts accreted
    
    
    (5,688,327
    )
    
    
    (2,321,868
    )Balance at end of year
    
    $
    18,598,147
    
    
    $
    15,377,582Dealer discounts as a percent of gross
indirect contracts
    
    
    10.52
    %
    
    
    10.18
    %
 The following table sets forth a reconciliation of the changes in the allowance for credit losses
on consumer automobile finance installment contracts for the years ended March 31: 2005
    
    
    2004Balance at beginning of year
    
    $
    5,787,764
    
    
    $
    5,428,681Current year provision
    
    
    2,238,925
    
    
    
    1,805,038Losses absorbed
    
    
    (1,577,899
    )
    
    
    (1,445,955
    )Balance at end of year
    
    $
    6,448,790
    
    
    $
    5,787,764Allowance as a percent of gross indirect
contracts
    
    
    3.65
    %
    
    
    3.83
    %
 45




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##### Table of Contents



Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 3. Finance Receivables (continued) The following table sets forth a reconciliation of the changes in the allowance for credit losses
on direct loans for the years ended March 31: 2005
    
    
    2004Balance at beginning of year
    
    $
    184,334
    
    
    $
    176,126Current year provision
    
    
    119,266
    
    
    
    154,861Losses absorbed
    
    
    (136,894
    )
    
    
    (176,367
    )Recoveries
    
    
    32,947
    
    
    
    29,714Balance at end of year
    
    $
    199,653
    
    
    $
    184,334Allowance as a percent of gross direct loan
receivables
    
    
    3.55
    %
    
    
    4.03
    %
 4. Property and Equipment Property and equipment as of March 31, 2005 and 2004 is summarized as follows: Accumulated
    
    
    Net BookCost
    
    
    Depreciation
    
    
    Value2005Automobiles
    
    $
    403,011
    
    
    $
    216,061
    
    
    $
    186,950Equipment
    
    
    653,593
    
    
    
    485,197
    
    
    
    168,396Furniture and fixtures
    
    
    350,995
    
    
    
    189,045
    
    
    
    161,950Leasehold improvements
    
    
    454,411
    
    
    
    208,460
    
    
    
    245,951$
    1,862,010
    
    
    $
    1,098,763
    
    
    $
    763,2472004Automobiles
    
    $
    362,287
    
    
    $
    157,317
    
    
    $
    204,970Equipment
    
    
    572,915
    
    
    
    426,064
    
    
    
    146,851Furniture and fixtures
    
    
    289,062
    
    
    
    157,496
    
    
    
    131,566Leasehold improvements
    
    
    277,875
    
    
    
    195,700
    
    
    
    82,175$
    1,502,139
    
    
    $
    936,577
    
    
    $
    565,562
 46




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##### Table of Contents



Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 5. Line of Credit The Company has an $85,000,000 line of credit facility (the Line) which expires on November 30,
2006. The Company may borrow the lesser of the $85,000,000 or amounts based upon formulas
principally related to a percentage of eligible finance receivables, as defined. Borrowings under
the Line may be under various LIBOR pricing options or at the prime rate plus twenty-five basis
points. Prime rate based borrowings are generally less than $5,000,000. Pledged as collateral for
this credit facility are all of the assets of the Company. As of March 31, 2005 the outstanding
amount of the credit facility was approximately $65,300,000 and the amount available under the line
of credit was approximately $19,700,000. The facility requires compliance with certain financial
ratios and covenants and satisfaction of specified financial tests, including maintenance of asset
quality and performance tests. Dividends require consent in writing by the agent and majority
lenders under the facility. As of March 31, 2005, the Company was in full compliance with all debt
covenants. 6. Notes PayableRelated Party The Company has unsecured notes payable to the President and Chief Executive Officer totaling
$1,000,000 and $682,000 at March 31, 2005 and 2004, respectively. For fiscal year 2005, the notes
bear a variable interest rate equal to the average cost of borrowed funds for the Company plus
twenty-five basis points (5.94% at March 31, 2005). The interest rate is recalculated every three
months. For fiscal year 2004, the notes had an average interest rate of 6.94%. The notes are due
upon thirty-day demand. The Company incurred interest expense on the above notes of approximately $60,000 and $62,000 for
the years ended March 31, 2005 and 2004, respectively. 7. Derivatives and Hedging The Company is party to interest rate swap agreements which are derivative instruments. For
derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the
exposure to variability in expected future cash flows that is attributable to a particular risk,
such as interest rate risk), the effective portion of the gain or loss on the derivative instrument
is reported as a component of comprehensive income and reclassified into earnings in the same
period or periods during which the hedged transaction affects earnings. The remaining gain or loss
on the derivative instrument in excess of the cumulative change in the present value of the future
cash flows of the hedged item, if any, is recognized in current earnings during the period of
change. 47




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##### Table of Contents



Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 7. Derivatives and Hedging (continued) The Company has entered into interest rate swap agreements that effectively convert a portion of
its floating-rate debt to a fixed-rate basis, thus reducing the impact of interest rate changes on
future interest expense. At March 31, 2005, $50,000,000 of the Companys borrowings have been
designated as the hedged items to interest rate swap agreements. Under the swap agreements, the
Company received an average variable rate of 1.79% and 3.41% and paid an average fixed rate of
3.71% and 5.93% for the years ended March 31, 2005 and 2004, respectively. A gain of approximately
$740,000 related to the fair value of the swaps at March 31, 2005 has been recorded in the caption
derivatives on the balance sheet. Accumulated other comprehensive income at March 31, 2005 of
approximately $459,000 represents the after-tax effect of the derivative gains. Amounts of net
gains or (losses) on derivative instruments expected to be reclassified from comprehensive income
to earnings in the next twelve months are not expected to be material. The following table
summarizes the interest rate swap agreements and includes a forward locking swap. Fixed RateDate Entered
    
    Effective Date
    
    Notional Amount
    
    Of Interest
    
    Maturity DateJune 28, 2002
    
    June 28, 2002
    
    
    10,000,000
    
    
    
    3.83
    %
    
    July 2, 2005January 6, 2003
    
    April 2, 2003
    
    
    10,000,000
    
    
    
    3.35
    %
    
    April 2, 2007January 31, 2003
    
    August 1, 2003
    
    
    10,000,000
    
    
    
    3.20
    %
    
    August 2, 2006February 26, 2003
    
    May 17, 2004
    
    
    10,000,000
    
    
    
    3.91
    %
    
    May 19, 2008March 11, 2004
    
    October 5, 2004
    
    
    10,000,000
    
    
    
    3.64
    %
    
    October 5, 2009January 18, 2005
    
    July 2, 2005
    
    
    10,000,000
    
    
    
    4.38
    %
    
    July 2, 2010
 The Company has also entered into various interest rate option agreements with maturities through
May 17, 2004. The Company utilizes the above noted interest rate swaps to manage its interest rate exposure. The
swaps effectively convert a portion of the Companys floating rate debt to a fixed rate, more
closely matching the interest rate characteristics of the Companys finance receivables. There has
historically been no ineffectiveness associated with the Companys hedges. The following table reconciles net income with comprehensive income for the years ended March 31,
2005 and 2004. 2005
    
    
    2004Net income
    
    $
    8,079,695
    
    
    $
    5,212,678Mark to market  interest rate swaps (net of tax)
    
    
    1,524,291
    
    
    
    337,003Comprehensive income
    
    $
    9,603,986
    
    
    $
    5,549,681
 48




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##### Table of Contents



Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 8. Income Taxes The provision for income taxes consists of the following for the years ended March 31: 2005
    
    
    2004Current:Federal
    
    $
    5,372,912
    
    
    $
    3,788,256State
    
    
    932,543
    
    
    
    657,505Total current
    
    
    6,305,455
    
    
    
    4,445,761Deferred:Federal
    
    
    (1,084,260
    )
    
    
    (1,081,132
    )State
    
    
    (188,187
    )
    
    
    (187,646
    )Total deferred
    
    
    (1,272,447
    )
    
    
    (1,268,778
    )Income tax expense
    
    $
    5,033,008
    
    
    $
    3,176,983
 The net tax effects of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes are reflected in
deferred income taxes. Significant components of the Companys deferred tax assets consist of the
following as of March 31: 2005
    
    
    2004Allowance for credit losses not currently
deductible for tax purposes
    
    $
    3,987,983
    
    
    $
    2,685,501Derivatives
    
    
    (281,274
    )
    
    
    646,051Other items
    
    
    (7,385
    )
    
    
    22,650$
    3,699,324
    
    
    $
    3,354,202
 The provision for income taxes reflects an effective U.S tax rate, which differs from the corporate
tax rate (34%) for the following reasons: 2005
    
    
    2004Provision for income taxes at federal statutory rate
    
    $
    4,458,319
    
    
    $
    2,852,485Increase resulting from:State income taxes, net of federal benefit
    
    
    482,986
    
    
    
    343,373Other
    
    
    91,703
    
    
    
    (18,875
    )$
    5,033,008
    
    
    $
    3,176,983
 49




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##### Table of Contents



Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 9. Stock Options The Company has an employee stock incentive plan (the SIP) for officers, directors and key
employees. The Company is authorized to grant options for up to 1,410,000 common shares under the
SIP, of which 317,450 shares are available for future granting at March 31, 2005. Of the 317,450
shares remaining available for future grants 260,000 shares are available for directors and 57,450
shares are available for employees. Options currently granted by the Company generally vest over a
five-year period. The fair value method uses the Black-Scholes option-pricing model to determine compensation expense
associated with the Companys options. The following table illustrates the effect on net income and
net income per share if the Company had applied the fair value recognition provisions of SFAS No.
123 to stock-based employee compensation: Year endedMarch 31,2005
    
    
    2004Reported net income
    
    $
    8,079,695
    
    
    $
    5,212,678Stock based employee compensation
cost under the fair value method,
net of tax
    
    
    47,243
    
    
    
    44,320Pro forma net income
    
    $
    8,032,452
    
    
    $
    5,168,358Reported basic earnings per share
    
    $
    0.85
    
    
    $
    0.69Pro forma basic earnings per share
    
    $
    0.85
    
    
    $
    0.68Reported diluted earnings per share
    
    $
    0.80
    
    
    $
    0.64Pro forma diluted earnings per share
    
    $
    0.80
    
    
    $
    0.63
 (adjusted for stock split) The effects of applying SFAS No. 123 for pro forma disclosures are not likely to be
representative of the effects on reported net income for future years. 50




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##### Table of Contents



Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 9. Stock Options (continued) The fair value of each option granted is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for grants in 2005 were:
expected volatility of 30%, dividend yield of 1.10%, risk free interest rate of 3.90% and expected
life of 7 years. 2005
    
    
    2004Weighted

    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    ExerciseOptions
    
    Price
    
    Options
    
    PriceOutstandingbeginning of year
    
    
    848,199
    
    
    $
    1.89
    
    
    
    885,399
    
    
    $
    1.47Granted
    
    
    71,250
    
    
    
    6.15
    
    
    
    93,000
    
    
    
    5.33Exercised
    
    
    (112,599
    )
    
    
    1.38
    
    
    
    (118,901
    )
    
    
    1.44Canceled/expired
    
    
    (18,000
    )
    
    
    5.36
    
    
    
    (11,299
    )
    
    
    2.24Outstandingend of year
    
    
    788,850
    
    
    
    2.26
    
    
    
    848,199
    
    
    
    1.89Exercisable at end of year
    
    
    613,500
    
    
    $
    1.53
    
    
    
    670,600
    
    
    $
    1.38Weighted-average fair value
of options granted during
the year
    
    
    
    
    
    $
    0.91
    
    
    
    
    
    
    $
    0.90
 Weighted
    
    
    Currently ExercisableWeighted
    
    
    Average
    
    
    
    
    
    
    WeightedAverage
    
    
    Remaining
    
    
    
    
    
    
    AverageExercise
    
    
    Contractual
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Life
    
    
    Shares
    
    
    Price$   1.00 to 1.50
    
    
    310,200
    
    
    $
    1.13
    
    
    3.19 years
    
    
    310,200
    
    
    $
    1.131.50 to 1.99
    
    
    236,700
    
    
    
    1.62
    
    
    4.71 years
    
    
    228,900
    
    
    
    1.622.00 to 2.99
    
    
    92,700
    
    
    
    2.25
    
    
    6.32 years
    
    
    58,800
    
    
    
    2.254.00 to 4.99
    
    
    42,000
    
    
    
    4.43
    
    
    8.35 years
    
    
    8,400
    
    
    
    4.436.00 to 6.99
    
    
    107,250
    
    
    
    6.12
    
    
    9.20 years
    
    
    7,200
    
    
    
    6.07Total
    
    
    788,850
    
    
    $
    2.26
    
    
    5.10 years
    
    
    613,500
    
    
    $
    1.53
 (adjusted for stock split) 51




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##### Table of Contents



Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 10. Issuance of Common Stock In late May and early June 2004, the Company closed the sale of 2,100,000 shares of its common
stock at a public offering price of $5.33 per share. The net proceeds of the offerings,
approximately $9,897,000 million, were used to pay down the Companys Line. In addition,
approximately 1,350,000 shares of common stock were sold in the offering by a group of selling
shareholders. (adjusted for stock split) 11. Employee Benefit Plans The Company has a 401(k) retirement plan under which all employees are eligible to participate.
Employee contributions are voluntary and subject to Internal Revenue Service limitations. The
Company matches, based on annually determined factors, employee contributions provided the employee
completes certain levels of service annually. For the years ended March 31, 2005 and 2004, the
Company recorded expenses of approximately $83,000 and $101,000, respectively, related to this
plan. 12. Commitments and Contingencies The Company leases its corporate and branch offices under operating lease agreements which provide
for annual minimum rental payments as follows: Year ending March 31:2006
    

    $
    760,0002007
    

    
    527,0002008
    

    
    368,0002009
    

    
    309,0002010
    

    
    281,000$
    2,245,000
 Rent expense for the years ended March 31, 2005 and 2004 was approximately $815,000 and $661,000,
respectively. The Company is not a party to any pending legal proceedings other than ordinary routine litigation
incidental to its business, none of which, if decided adversely to the Company, would, in the
opinion of management, have a material adverse affect on the Companys financial position. 52




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##### Table of Contents



Nicholas Financial, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 13. Segment Information The segments presented have been identified based on the difference in the products and services of
the Companys two wholly owned subsidiaries. Internal financial results for each subsidiary are
presented to and reviewed by the senior management of the Company. Substantially all of the
Companys operations are in the United States. The industry segments are as follows: ComputerApplicationGeneral
    
    
    Software andFinancing
    
    
    Support
    
    
    Corporate
    
    
    Total2005Interest income and sales
    
    $
    32,582,965
    
    
    $
    248,928
    
    
    $
    
    
    
    $
    32,831,893Operating income (loss)
before income taxes
    
    
    13,089,408
    
    
    
    47,227
    
    
    
    (23,932
    )
    
    
    13,112,703Interest expense
    
    
    3,630,267
    
    
    
    
    
    
    
    
    
    
    
    3,630,267Income tax expense
    
    
    5,015,179
    
    
    
    17,829
    
    
    
    
    
    
    
    5,033,008Identifiable assets
    
    
    120,505,270
    
    
    
    309,924
    
    
    
    247
    
    
    
    120,815,441Net capital expenditures
    
    
    419,438
    
    
    
    
    
    
    
    
    
    
    
    419,438Depreciation
    
    
    221,753
    
    
    
    
    
    
    
    
    
    
    
    221,7532004Interest income and sales
    
    $
    25,236,638
    
    
    $
    263,847
    
    
    $
    
    
    
    $
    25,500,485Operating income (loss)
before income taxes
    
    
    8,350,407
    
    
    
    50,445
    
    
    
    (11,191
    )
    
    
    8,389,661Interest expense
    
    
    3,851,924
    
    
    
    
    
    
    
    
    
    
    
    3,851,924Income tax expense
    
    
    3,157,941
    
    
    
    19,042
    
    
    
    
    
    
    
    3,176,983Identifiable assets
    
    
    102,961,157
    
    
    
    261,795
    
    
    
    500
    
    
    
    103,223,452Net capital expenditures
    
    
    308,091
    
    
    
    
    
    
    
    
    
    
    
    308,091Depreciation
    
    
    210,125
    
    
    
    
    
    
    
    
    
    
    
    210,125
 53




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##### Table of Contents



Item 8. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure None. 
 Item 8A. Controls and Procedures Based on their evaluation as of the end of the period covered by this annual report on Form
10-KSB, the Chief Executive Officer and Chief Financial Officer have each concluded that the
Companys disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and
Exchange Act of 1934) were effective and sufficient as of the date of such evaluation to ensure
that information required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed and reported within the time
periods specified by the Securities and Exchange Commissions rules and forms. There were no changes in the Companys internal control over financial reporting that occurred
during the fourth quarter ended March 31, 2005 that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial reporting. 
 PART III 
 Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section
16(a) of the Exchange Act The information set forth under the caption Proposal 1: Election of Directors in the Proxy
Statement and Information Circular, dated on or about July 13, 2005, for the 2005 Annual General
Meeting of Members of the Company to be held August 10, 2005 (the Proxy Statement), the
information set forth under the caption Executive Officers and Compensation in the Proxy
Statement, and the information set forth under the caption Section 16 (a) Beneficial Ownership
Reporting Compliance in the Proxy Statement are incorporated herein by reference. The Company has adopted a written code of ethics applicable to its principal executive
officer, principal financial officer, principal accounting officer and persons performing similar
functions. The text of this code of ethics is filed as Exhibit 14 to this annual report. The
Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding
amendment to, or waivers from, the code of ethics by posting such information on the Company web
site at www.nicholasfinancial.com. 
 Item 10. Executive Compensation The information set forth under the caption Executive Officers and Compensation in the
Proxy Statement is incorporated herein by reference. 54




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##### Table of Contents



Item 11. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder
Matters The information set forth under the caption Voting Shares and Ownership of Management and
Principal Holders in the Proxy Statement is incorporated herein by reference. Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth certain information, as of March 31, 2005, with respect to
compensation plans under which equity securities of the Company were authorized for issuance: EQUITY COMPENSATION PLAN INFORMATION Number ofSecurities to be
    
    
    Weighted 
    
    
    Number of SecuritiesIssued Upon
    
    
    Average Exercise
    
    
    Remaining Available forExercise of
    
    
    Price of
    
    
    Future Issuance UnderOutstanding
    
    
    Outstanding
    
    
    Equity CompensationOptions,
    
    
    Options,
    
    
    Plans (ExcludingWarrants and
    
    
    Warrants and
    
    
    Securities Reflected inPlan Category
    
    
    Rights
    
    
    
    Rights
    
    
    
    Column (a)(a)
    
    
    (b)
    
    
    (c)Equity Compensation
Plans Approved by
Security Holders
    
    
    
    788,850
    
    
    
    $
    2.26
    
    
    
    
    317,450Equity Compensation
Plans Not Approved
by Security Holders
    
    
    None
    
    

Not Applicable
    
    
    
    NoneTOTAL
    
    
    
    788,850
    
    
    
    $
    2.26
    
    
    
    
    317,450
 (adjusted for stock split) 
 Item 12. Certain Relationships and Related Transactions The information set forth under the caption Certain Relationships and Related Transactions
in the Proxy Statement is incorporated herein by reference. 55




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##### Table of Contents



Item 13. Exhibits Exhibit No.
    
    Exhibit Description3
    
    Memorandum and Articles, as amended, of Nicholas Financial, Inc. (1)4
    
    Form of Common Stock Certificate (2)10.1
    
    Amended and Restated Loan and Security Agreement, dated August 1, 2000 (3)10.2
    
    Amendment No. 1 to Loan Agreement, dated March 16, 2001 (4)10.3
    
    Amendment No. 2 to Loan Agreement, dated July 31, 2001 (5)10.4.1
    
    Amendment No. 3 to Loan Agreement, dated June 27, 2002 (6)10.4.2
    
    Amendment No. 4 to Loan Agreement, dated June 30, 2004 (7)10.4.3
    
    Amendment No. 5 to Loan Agreement, dated March 31, 200510.5
    
    Employee Stock Option Plan (8)10.6
    
    Non-Employee Director Stock Option Plan (9)10.7
    
    Employment Contract, dated November 22, 1999, between Nicholas Financial,
Inc. and Ralph Finkenbrink, Senior Vice President of Finance (10)10.8
    
    Employment Contract, dated March 16, 2001, between Nicholas Financial, Inc.
and Peter L. Vosotas, President and Chief Executive Officer (11)10.9
    
    Form of Dealer Agreement and Schedule thereto listing dealers that are
parties to such agreements10.10
    
    ISDA Master Agreement, dated as of March 30, 1999, between Bank of America
National Trust and Savings Association and Nicholas Financial, Inc.
(including Schedule thereto) (12)10.11
    
    Form of Letter Agreement (confirming terms and conditions of Swap
Transaction under the Master Agreement referred to in Exhibit 10.10 above)
and Schedule thereto listing variable terms of outstanding Swap Transactions
(13)14
    
    Code of Ethics for Chief Executive Officer and Senior Financial Officers21
    
    Subsidiaries of Nicholas Financial, Inc. (14)23
    
    Consent of Dixon Hughes PLLC24
    
    Powers of Attorney (included on signature page hereto)31.1
    
    Certification of President and Chief Executive Officer31.2
    
    Certification of Senior Vice President and Chief Financial Officer32.1
    
    Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. § 135032.2
    
    Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. § 1350
 56




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##### Table of Contents



(1)
    
    Incorporated by reference to Exhibit 3 to the Companys Annual Report on
Form 10-KSB for the fiscal year ended March 31, 2004, as filed with the SEC
on June 29, 2004(2)
    
    Incorporated by reference to Exhibit 4 to the Companys Annual Report on
Form 10-KSB for the fiscal year ended March 31, 2004, as filed with the SEC
on June 29, 2004(3)
    
    Incorporated by reference to Exhibit 10.1 to the Companys Registration
Statement on Form S-2 (Reg. No. 333-113215) filed with the SEC on March 2,
2004.(4)
    
    Incorporated by reference to Exhibit 10.2 to the Companys Registration
Statement on Form S-2 (Reg. No. 333-113215) filed with the SEC on March 2,
2004.(5)
    
    Incorporated by reference to Exhibit 10.3 to the Companys Registration
Statement on Form S-2 (Reg. No. 333-113215) filed with the SEC on March 2,
2004.(6)
    
    Incorporated by reference to Exhibit 10.4 to the Companys Registration
Statement on Form S-2 (Reg. No. 333-113215) filed with the SEC on March 2,
2004.(7)
    
    Incorporated by reference to Exhibit 10.1 to the Companys Form 10-QSB for
the fiscal quarter ended June 30, 2004, as filed with the SEC on August 16,
2004.(8)
    
    Incorporated by reference to Exhibit 4 to the Companys Form S-8 filed with
the SEC on June 30, 1999 (SEC File. No. 333-81967).(9)
    
    Incorporated by reference to Exhibit 4 to the Companys Form S-8 filed with
the SEC on June 30, 1999 (SEC File. No. 333-81961).(10)
    
    Incorporated by reference to Exhibit 10.7 to the Companys Registration
Statement on Form S-2 (Reg. No. 333-113215) filed with the SEC on March 2,
2004.(11)
    
    Incorporated by reference to Exhibit 10.8 to the Companys Registration
Statement on Form S-2 (Reg. No. 333-113215) filed with the SEC on March 2,
2004.(12)
    
    Incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the
Companys Registration Statement on Form S-2 (Reg. No. 333-113215) filed
with the SEC on April 7, 2004.(13)
    
    Incorporated by reference to Exhibit 10.11 to Amendment No. 2 to the
Companys Registration Statement on Form S-2 (Reg. No. 333-113215) filed
with the SEC on April 7, 2004.(14)
    
    Incorporated by reference to Exhibit 21 to the Companys Annual Report on
Form 10-KSB for the fiscal year ended March 31, 2004, as filed with the SEC
on June 29, 2004
 
 Item 14. Principal Accountant Fees and Services The information set forth under the caption Appointment of Auditors in the Proxy Statement
is incorporated herein by reference. 57




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##### Table of Contents



SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. NICHOLAS FINANCIAL, INC.Dated: June 29, 2005By: /s/ Peter L. VosotasPeter L. VosotasChairman, Chief Executive Officerand President
 KNOW ALL MEN BY THESE PRESENTSthat each person whose signature appears below constitutes and
appoints Peter L. Vosotas and Ralph T. Finkenbrink, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all amendments to this
report, and to file the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agents or either of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof. In accordance with the Securities Exchange Act of 1934, this Report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature
    
    Title
    
    Date/s/ Peter L. Vosotas
    
    Chairman of the Board, Chief
    
    June 29, 2005Peter L. Vosotas
    
    Executive Officer, President and Director/s/ Ralph T. Finkenbrink
    
    Sr. Vice President  Finance
    
    June 29, 2005Ralph T. Finkenbrink
    
    Chief Financial Officer and Director/s/ Stephen Bragin
    
    Director
    
    June 29, 2005Stephen Bragin/s/ Alton R. Neal

    
    Director
    
    June 29, 2005Alton R. Neal/s/ Percy Luney
    
    Director
    
    June 29, 2005Percy Luney/s/ Scott Fink
    
    Director
    
    June 29, 2005Scott Fink
 58




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##### Table of Contents



EXHIBIT INDEX Exhibit No.

    Description3
    

    Memorandum and Articles, as amended, of Nicholas Financial, Inc.*4
    

    Form of Common Stock Certificate*10.1
    

    Amended and Restated Loan and Security Agreement, dated August 1, 2000*10.2
    

    Amendment No. 1 to Loan Agreement, dated March 16, 2001*10.3
    

    Amendment No. 2 to Loan Agreement, dated July 31, 2001*10.4.1
    

    Amendment No. 3 to Loan Agreement, dated June 27, 2002*10.4.2
    

    Amendment No. 4 to Loan Agreement, dated June 30, 2004*10.4.3
    

    Amendment No. 5 to Loan Agreement, dated March 31, 200510.5
    

    Employee Stock Option Plan*10.6
    

    Non-Employee Director Stock Option Plan*10.7
    

    Employment Contract, dated November 22, 1999, between Nicholas Financial,
Inc. and Ralph Finkenbrink, Senior Vice President of Finance*10.8
    

    Employment Contract, dated March 16, 2001, between Nicholas Financial, Inc.
and Peter L. Vosotas, President and Chief Executive Officer*10.9
    

    Form of Dealer Agreement and Schedule thereto listing dealers that are
parties to such agreements10.10
    

    ISDA Master Agreement, dated as of March 30, 1999, between Bank of America
National Trust and Savings Association and Nicholas Financial, Inc.
(including Schedule thereto)*10.11
    

    Form of Letter Agreement (confirming terms and conditions of Swap
Transaction under the Master Agreement referred to in Exhibit 10.10 above)
and Schedule thereto listing variable terms of outstanding Swap
Transactions*14
    

    Code of Ethics for Chief Executive Officer and Senior Financial Officers21
    

    Subsidiaries of Nicholas Financial, Inc.*23
    

    Consent of Dixon Hughes PLLC24
    

    Powers of Attorney (included on signature page hereto)31.1
    

    Certification of President and Chief Executive Officer31.2
    

    Certification of Senior Vice President and Chief Financial Officer32.1
    

    Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. §135032.2
    

    Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. §1350
 
 *
    
    Incorporated by reference.