##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009



| ̈ | 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.

(Exact Name of Registrant as Specified in its
Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|British Columbia, Canada                                       |  | 8736-3354                           
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                                         |  |           
|-------------------------------------------------------- |  | ----------
|2454 McMullen Booth Road, Building C Clearwater, Florida |  | 33759     
|(Address of Principal Executive Offices)                 |  | (Zip Code)

(727) 726-0763

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act)    Yes   ̈    No  x

As of July 31, 2009, the registrant had 10,502,831 shares of common stock outstanding.









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##### Table of Contents

NICHOLAS FINANCIAL, INC.

FORM 10-Q

TABLE OF CONTENTS



|         |  |                                                                                                   |  |     
|-------- |  | ------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                   |  | Page
|Part I.  |  | Financial Information                                                                             |  |     
|         |  |                                                                                                  
|Item 1.  |  | Financial Statements (Unaudited)                                                                  |  |     
|         |  |                                                                                                  
|         |  | Condensed Consolidated Balance Sheets as of June 30, 2009 and as of March 31, 2009                |  | 2   
|         |  |                                                                                                  
|         |  | Condensed Consolidated Statements of Income for the three months ended June 30, 2009 and 2008     |  | 3   
|         |  |                                                                                                  
|         |  | Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2009 and 2008 |  | 4   
|         |  |                                                                                                  
|         |  | Notes to the Condensed Consolidated Financial Statements                                          |  | 5   
|         |  |                                                                                                  
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations             |  | 11  
|         |  |                                                                                                  
|Item 3.  |  | Quantitative and Qualitative Disclosures about Market Risk                                        |  | 20  
|         |  |                                                                                                  
|Item 4.  |  | Controls and Procedures                                                                           |  | 20  
|         |  |                                                                                                  
|Part II. |  | Other Information                                                                                 |  |     
|         |  |                                                                                                  
|Item 1A. |  | Risk Factors                                                                                      |  | 20  
|         |  |                                                                                                  
|Item 6.  |  | Exhibits                                                                                          |  | 20  



1



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

Nicholas Financial, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets



|                                                                                                                          |  |              |             |   |               |   |             |  
|------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----------- | - | ------------- | - | ----------- | -
|                                                                                                                          |  | June 30,2009 |             |   | March 31,2009 |  
|                                                                                                                          |  | (Unaudited)  |             |   |               |  
|Assets                                                                                                                    |  |              |             |   |               |   |             |  
|Cash                                                                                                                      |  | $            | 1,930,947   |   |               | $ | 1,732,575   |  
|Finance receivables, net                                                                                                  |  |              | 192,076,354 |   |               |   | 186,694,369 |  
|Assets held for resale                                                                                                    |  |              | 1,090,557   |   |               |   | 1,058,481   |  
|Prepaid expenses and other assets                                                                                         |  |              | 634,260     |   |               |   | 717,131     |  
|Property and equipment, net                                                                                               |  |              | 717,523     |   |               |   | 774,472     |  
|Deferred income taxes                                                                                                     |  |              | 7,111,562   |   |               |   | 6,805,147   |  
|                                                                                                                          |  |              |             |   |               |   |             |  
|Total assets                                                                                                              |  | $            | 203,561,203 |   |               | $ | 197,782,175 |  
|                                                                                                                          |  |              |             |   |               |   |             |  
|                                                                                                                          |  |             
|Liabilities                                                                                                               |  |              |             |   |               |   |             |  
|Line of credit                                                                                                            |  | $            | 103,961,234 |   |               | $ | 102,030,195 |  
|Drafts payable                                                                                                            |  |              | 906,727     |   |               |   | 975,240     |  
|Accounts payable and accrued expenses                                                                                     |  |              | 5,964,536   |   |               |   | 5,553,680   |  
|Income taxes payable                                                                                                      |  |              | 1,758,907   |   |               |   | 206,451     |  
|Deferred revenues                                                                                                         |  |              | 1,229,353   |   |               |   | 1,244,136   |  
|Interest rate swaps                                                                                                       |  |              | 2,164,973   |   |               |   | 2,754,760   |  
|                                                                                                                          |  |              |             |   |               |   |             |  
|Total liabilities                                                                                                         |  |              | 115,985,730 |   |               |   | 112,764,462 |  
|                                                                                                                          |  |             
|Shareholders equity                                                                                                      |  |              |             |   |               |   |             |  
|Preferred stock, no par: 5,000,000 shares authorized; none issued                                                         |  |              |            |   |               |   |            |  
|Common stock, no par: 50,000,000 shares authorized; 10,502,831 and 10,373,831 shares issued and outstanding, respectively |  |              | 18,186,963  |   |               |   | 18,073,622  |  
|Accumulated other comprehensive loss                                                                                      |  |              | (575,399    | ) |               |   | (755,919    | )
|Retained earnings                                                                                                         |  |              | 69,963,909  |   |               |   | 67,700,010  |  
|                                                                                                                          |  |              |             |   |               |   |             |  
|Total shareholders equity                                                                                                |  |              | 87,575,473  |   |               |   | 85,017,713  |  
|                                                                                                                          |  |              |             |   |               |   |             |  
|Total liabilities and shareholders equity                                                                                |  | $            | 203,561,203 |   |               | $ | 197,782,175 |  
|                                                                                                                          |  |              |             |   |               |   |             |  

See accompanying notes.



2



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##### Table of Contents

Nicholas Financial, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)



|                                               |  |                            |            |   |      |   |           
|---------------------------------------------- |  | -------------------------- | ---------- | - | ---- | - | ----------
|                                               |  | Three months endedJune 30,
|                                               |  | 2009                       |            |   | 2008
|Revenue:                                       |  |                            |            |   |      |   |           
|Interest and fee income on finance receivables |  | $                          | 13,673,272 |   |      | $ | 13,103,966
|Sales                                          |  |                            | 20,442     |   |      |   | 15,098    
|                                               |  |                            |            |   |      |   |           
|                                               |  |                            | 13,693,714 |   |      |   | 13,119,064
|                                               |  |                           
|Expenses:                                      |  |                            |            |   |      |   |           
|Cost of sales                                  |  |                            | 4,371      |   |      |   | 4,228     
|Marketing                                      |  |                            | 312,151    |   |      |   | 336,635   
|Salaries and employee benefits                 |  |                            | 3,462,107  |   |      |   | 3,449,803 
|Administrative                                 |  |                            | 1,852,423  |   |      |   | 1,970,141 
|Provision for credit losses                    |  |                            | 3,322,956  |   |      |   | 3,402,455 
|Depreciation                                   |  |                            | 83,617     |   |      |   | 88,272    
|Interest expense                               |  |                            | 1,272,677  |   |      |   | 1,409,336 
|Change in fair value of interest rate swaps    |  |                            | (297,304   | ) |      |   |          
|                                               |  |                            |            |   |      |   |           
|                                               |  |                            | 10,012,998 |   |      |   | 10,660,870
|                                               |  |                            |            |   |      |   |           
|Operating income before income taxes           |  |                            | 3,680,716  |   |      |   | 2,458,194 
|Income tax expense                             |  |                            | 1,416,817  |   |      |   | 900,501   
|                                               |  |                            |            |   |      |   |           
|Net income                                     |  | $                          | 2,263,899  |   |      | $ | 1,557,693 
|                                               |  |                            |            |   |      |   |           
|                                               |  |                           
|Earnings per share:                            |  |                            |            |   |      |   |           
|Basic                                          |  | $                          | 0.22       |   |      | $ | 0.15      
|                                               |  |                            |            |   |      |   |           
|Diluted                                        |  | $                          | 0.22       |   |      | $ | 0.15      
|                                               |  |                            |            |   |      |   |           

See accompanying notes.



3



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##### Table of Contents

Nicholas Financial, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                  |  |                            |             |   |      |   |             |  
|--------------------------------------------------------------------------------- |  | -------------------------- | ----------- | - | ---- | - | ----------- | -
|                                                                                  |  | Three months endedJune 30, |            
|                                                                                  |  | 2009                       |             |   | 2008 |  
|Cash flows from operating activities                                              |  |                            |             |   |      |   |             |  
|Net income                                                                        |  | $                          | 2,263,899   |   |      | $ | 1,557,693   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                            |             |   |      |   |             |  
|Depreciation                                                                      |  |                            | 83,617      |   |      |   | 88,272      |  
|Gain on sale of property and equipment                                            |  |                            | (7,347      | ) |      |   | (1,560      | )
|Provision for credit losses                                                       |  |                            | 3,322,956   |   |      |   | 3,402,455   |  
|Deferred income taxes                                                             |  |                            | (418,378    | ) |      |   | (285,678    | )
|Share-based compensation                                                          |  |                            | 113,341     |   |      |   | 170,632     |  
|Change in fair value of interest rate swaps                                       |  |                            | (297,304    | ) |      |   |            |  
|Changes in operating assets and liabilities:                                      |  |                            |             |   |      |   |             |  
|Prepaid expenses and other assets                                                 |  |                            | 82,871      |   |      |   | (83,297     | )
|Accounts payable and accrued expenses                                             |  |                            | 410,856     |   |      |   | 203,169     |  
|Income taxes payable                                                              |  |                            | 1,552,456   |   |      |   | 1,006,600   |  
|Deferred revenues                                                                 |  |                            | (14,783     | ) |      |   | (18,893     | )
|                                                                                  |  |                            |             |   |      |   |             |  
|Net cash provided by operating activities                                         |  |                            | 7,092,184   |   |      |   | 6,039,393   |  
|                                                                                  |  |                            |             |   |      |   |             |  
|                                                                                  |  |                           
|Cash flows from investing activities                                              |  |                            |             |   |      |   |             |  
|Purchase and origination of finance contracts                                     |  |                            | (27,202,237 | ) |      |   | (30,803,229 | )
|Principal payments received                                                       |  |                            | 18,497,296  |   |      |   | 20,992,923  |  
|Increase in assets held for resale                                                |  |                            | (32,076     | ) |      |   | (431,095    | )
|Purchase of property and equipment                                                |  |                            | (26,668     | ) |      |   | (71,353     | )
|Proceeds from sale of property and equipment                                      |  |                            | 7,347       |   |      |   | 6,685       |  
|                                                                                  |  |                            |             |   |      |   |             |  
|Net cash used in investing activities                                             |  |                            | (8,756,338  | ) |      |   | (10,306,069 | )
|                                                                                  |  |                            |             |   |      |   |             |  
|                                                                                  |  |                           
|Cash flows from financing activities                                              |  |                            |             |   |      |   |             |  
|Net proceeds from line of credit                                                  |  |                            | 1,931,039   |   |      |   | 3,838,065   |  
|Decrease in drafts payable                                                        |  |                            | (68,513     | ) |      |   | (8,300      | )
|Proceeds from exercise of stock options                                           |  |                            |            |   |      |   | 98,056      |  
|Net excess tax benefits related to exercise of stock options                      |  |                            |            |   |      |   | 179,952     |  
|                                                                                  |  |                            |             |   |      |   |             |  
|Net cash provided by financing activities                                         |  |                            | 1,862,526   |   |      |   | 4,107,773   |  
|                                                                                  |  |                            |             |   |      |   |             |  
|Net increase (decrease) in cash                                                   |  |                            | 198,372     |   |      |   | (158,903    | )
|Cash, beginning of period                                                         |  |                            | 1,732,575   |   |      |   | 2,297,451   |  
|                                                                                  |  |                            |             |   |      |   |             |  
|Cash, end of period                                                               |  | $                          | 1,930,947   |   |      | $ | 2,138,548   |  
|                                                                                  |  |                            |             |   |      |   |             |  

See accompanying notes.



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Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The accompanying condensed consolidated balance sheet as of March 31, 2009, which has been derived from audited financial statements, and the accompanying unaudited interim condensed consolidated financial
statements of Nicholas Financial, Inc. (including its subsidiaries, the Company) have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and
with the instructions to Form 10-Q pursuant to the Securities and Exchange Act of 1934, as amended in Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial
statements, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the year ending March 31, 2010. It is suggested that these condensed consolidated financial statements
be read in conjunction with the consolidated financial statements and accompanying notes thereto included in the Companys Annual Report on Form 10-K for the year ended March 31, 2009 as filed with the Securities and Exchange Commission on
June 15, 2009. The March 31, 2009 condensed consolidated balance sheet included herein has been derived from the March 31, 2009 audited consolidated balance sheet included in the aforementioned Form 10-K.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses on finance receivables, the net realizable value of assets held for resale, and the fair value of
interest rate swaps.

In accordance with Statement of Financial Accounting Standards (SFAS) No. 165, Subsequent Events, issued
in May 2009, the Company has evaluated all subsequent events through August 13, 2009 which is the date that the consolidated financial statements were issued.

Certain prior period amounts have been reclassified to conform to current financial statement presentation with no effect on net income or shareholders equity.

2. 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.

The amount of future unearned income is computed as the product of the Contract rate, the Contract term, and the Contract amount.

Deferred revenues consist primarily of commissions received from the sale of ancillary products. These products include automobile warranties, roadside assistance programs, accident and 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 to a reserve for credit losses. 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. After
the analysis of purchase date accounting is complete, any uncollectable amounts would be contemplated in estimating the allowance for loan losses.



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Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)



3. 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 and other
share awards. Basic and diluted earnings per share have been computed as follows:



|                                                                   |  |                            |            |      |   |           
|------------------------------------------------------------------ |  | -------------------------- | ---------- | ---- | - | ----------
|                                                                   |  | Three months endedJune 30,
|                                                                   |  | 2009                       |            | 2008
|Numerator for earnings per share  net income                      |  | $                          | 2,263,899  |      | $ | 1,557,693 
|                                                                   |  |                            |            |      |   |           
|Denominator:                                                       |  |                            |            |      |   |           
|Denominator for basic earnings per share  weighted average shares |  |                            | 10,363,831 |      |   | 10,187,384
|Effect of dilutive securities:                                     |  |                            |            |      |   |           
|Stock options and other share awards                               |  |                            | 141,373    |      |   | 206,032   
|                                                                   |  |                            |            |      |   |           
|Denominator for diluted earnings per share                         |  |                            | 10,505,204 |      |   | 10,393,416
|                                                                   |  |                            |            |      |   |           
|                                                                   |  |                           
|Earnings per share  basic                                         |  | $                          | 0.22       |      | $ | 0.15      
|                                                                   |  |                            |            |      |   |           
|Earnings per share  diluted                                       |  | $                          | 0.22       |      | $ | 0.15      
|                                                                   |  |                            |            |      |   |           

For the three months ended June 30, 2009 and 2008 potential common stock from stock options totaling 409,085
and 146,500, respectively, were not included in the diluted earnings per share calculation because their effect is antidilutive.

4. Finance Receivables

Finance receivables consist of automobile finance installment Contracts and direct consumer loans and are detailed as follows:



|                                              |  |              |             |   |               |   |             |  
|--------------------------------------------- |  | ------------ | ----------- | - | ------------- | - | ----------- | -
|                                              |  | June 30,2009 |             |   | March 31,2009 |  
|Finance receivables, gross contract           |  | $            | 307,860,981 |   |               | $ | 297,925,475 |  
|Unearned interest                             |  |              | (88,666,288 | ) |               |   | (85,791,963 | )
|                                              |  |              |             |   |               |   |             |  
|Finance receivables, net of unearned interest |  |              | 219,194,693 |   |               |   | 212,133,512 |  
|Allowance for credit losses                   |  |              | (27,118,339 | ) |               |   | (25,439,143 | )
|                                              |  |              |             |   |               |   |             |  
|Finance receivables, net                      |  | $            | 192,076,354 |   |               | $ | 186,694,369 |  
|                                              |  |              |             |   |               |   |             |  

The terms of the receivables range from 12 to 72 months and bear a weighted average interest rate of approximately
24% as of June 30, 2009.

5. Line of Credit

The
Company has a $115.0 million line of credit facility (the Line), which expires on November 30, 2010. The Company may borrow the lesser of the $115.0 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 plus 162.5 basis points or at the prime rate. Prime rate based borrowings are generally less than $5.0 million. The Companys cost of
borrowed funds, which is based upon the interest rates charged under the Line and the effect of the interest rate swap agreements (see note 6), amounted to 4.94% and 5.53% for the three months ended June 30, 2009 and 2008, respectively. Pledged
as collateral for this credit facility are all of the assets of the Company. As of June 30, 2009 the outstanding amount of the credit facility was approximately $104.0 million and the amount available under the line of credit was approximately
$11.0 million. 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 June 30, 2009, the Company was in full compliance with all debt covenants.



6



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Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)



6. Interest Rate Swap Agreements

Effective April 1, 2009, the Company adopted SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133. SFAS No. 161 requires
disclosure of information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, and how derivative
instruments and related hedged items affect a companys financial position, financial performance and cash flows. As SFAS No. 161 only requires enhanced disclosures, the adoption did not have a significant impact on the consolidated
financial statements.

The Company utilizes interest rate swap agreements to manage interest rate exposure. The swap agreements, in effect, 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.

The following table summarizes the activity in the Companys notional amounts of interest rate swaps:



|                            |  |                            |            |      |   |             |  
|--------------------------- |  | -------------------------- | ---------- | ---- | - | ----------- | -
|                            |  | Three months endedJune 30, |           
|                            |  | 2009                       |            | 2008 |  
|Notional amounts at April 1 |  | $                          | 80,000,000 |      | $ | 80,000,000  |  
|New contracts               |  |                            |           |      |   | 10,000,000  |  
|Matured contracts           |  |                            |           |      |   | (10,000,000 | )
|                            |  |                            |            |      |   |             |  
|Notional amounts at June 30 |  | $                          | 80,000,000 |      | $ | 80,000,000  |  
|                            |  |                            |            |      |   |             |  

As of June 30, 2009 and March 31, 2009, the Company had interest rate swaps comprising an aggregate
notional amount of $80,000,000 which are detailed as follows:



|                  |  |                    |  |                 |            |                       |      |   |               |                  
|----------------- |  | ------------------ |  | --------------- | ---------- | --------------------- | ---- | - | ------------- | -----------------
|Date Entered      |  | Effective Date     |  | Notional Amount |            | Fixed RateOf Interest |      |   | Maturity Date
|March 11, 2004    |  | October 5, 2004    |  | $               | 10,000,000 |                       | 3.64 | % |               | October 2, 2009  
|January 18, 2005  |  | July 5, 2005       |  | $               | 10,000,000 |                       | 4.38 | % |               | July 2, 2010     
|September 9, 2005 |  | September 13, 2005 |  | $               | 10,000,000 |                       | 4.46 | % |               | September 2, 2010
|October 18, 2007  |  | October 22, 2007   |  | $               | 20,000,000 |                       | 4.73 | % |               | November 2, 2009 
|November 29, 2007 |  | December 3, 2007   |  | $               | 10,000,000 |                       | 4.04 | % |               | December 2, 2010 
|January 17, 2008  |  | February 2, 2008   |  | $               | 10,000,000 |                       | 3.26 | % |               | February 2, 2011 
|February 6, 2008  |  | May 19, 2008       |  | $               | 10,000,000 |                       | 2.83 | % |               | May 19, 2010     

These interest rate swaps were previously designated as cash flow hedges in accordance with SFAS No. 133,
Derivative Instruments and Hedging Activities, as amended. Based on credit market events that transpired in October 2008, the Company made an economic decision to elect the prime rate pricing option available under the Line for the month
of October 2008. As a result, the critical terms of the interest rate swaps and hedged interest payments were no longer identical and the Company undesignated its interest rate swaps as cash flow hedges. Consequently, beginning in October 2008
changes in the fair value of interest rate swaps (unrealized gains and losses) are recorded in earnings. Unrealized losses previously recorded in accumulated other comprehensive loss are reclassified into earnings as interest payments on the Line
affect earnings over the remaining term of the respective swap agreements. The Company does not use interest rate swaps for speculative purposes. Such instruments continue to be intended for use as economic hedges.

The locations and amounts of gains (losses) recognized in income during the three months ended June 30, 2009 are as follows:



|                                            |  |        |          |  
|------------------------------------------- |  | ------ | -------- | -
|Location                                    |  | Amount |         
|Interest expense                            |  | $      | (727,223 | )
|Change in fair value of interest rate swaps |  | $      | 297,304  |  

During the three months ended June 30, 2009, approximately $292,000 of unrealized losses were reclassified
from accumulated other comprehensive loss to the change in fair value of interest rate swaps line item of the consolidated statement of income. At June 30, 2009 remaining accumulated other comprehensive loss, net of tax, was approximately
$575,000. Prospective amounts expected to be reclassified and affect net earnings are $397,000 during the remainder of fiscal 2010 and $178,000 during fiscal 2011.



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##### Table of Contents

Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)



6. Interest Rate Swap Agreements (continued)



In addition, the change in the fair value of interest rate swaps for the three months ended June 30, 2009 of
approximately $590,000 was recorded in the change in fair value of interest rate swaps line item of the consolidated statement of income.

The Company
records net realized gains and losses from the swap agreements into the interest expense line item of the consolidated statement of income. Such settlement payments approximated $727,000 and $289,000 for the three months ended June 30, 2009 and
2008, respectively. Under the swap agreements, the Company received an average variable rate of 0.41% and 2.65% and paid an average fixed rate of 4.01% and 4.08% for the three months ended June 30, 2009 and 2008, respectively. The interest rate
swap liabilities are recorded at fair value, which is approximately $2,165,000 and $2,755,000 as of June 30 and March 31, 2009, respectively, in the interest rate swaps line item of the consolidated balance sheets. Accumulated other
comprehensive loss as of June 30, and March 31, 2009 of approximately $575,000 and $756,000, respectively, represents the after-tax effect of the derivative losses prior to October 2008 when the swaps were designated and qualifying as cash
flow hedges. As noted above, these unrealized losses previously recorded in accumulated other comprehensive loss while interest rate swaps were designated as cash flow hedges will be reclassified into earnings as interest payments on the Line affect
earnings over the remaining term of the respective swap agreements.

The following table reconciles net income with comprehensive income.



|                                                                                            |  |                            |           |      |   |          
|------------------------------------------------------------------------------------------- |  | -------------------------- | --------- | ---- | - | ---------
|                                                                                            |  | Three months endedJune 30,
|                                                                                            |  | 2009                       |           | 2008
|Net income                                                                                  |  | $                          | 2,263,899 |      | $ | 1,557,693
|Change in fair value of interest rate swaps, net of tax (expense) of ($666,601)             |  |                            |          |      |   | 1,074,781
|Reclassification adjustment for loss included in net income, net of tax benefit of $111,963 |  |                            | 180,520   |      |   |         
|                                                                                            |  |                            |           |      |   |          
|                                                                                            |  |                           
|Comprehensive income                                                                        |  | $                          | 2,444,419 |      | $ | 2,632,474
|                                                                                            |  |                            |           |      |   |          

7. Fair Value Disclosures

In April 2009, FASB Staff Position (FSP) FAS No. 107-1 and Accounting Principles Board Opinion (APB) No. 28-1, Interim Disclosures About Fair Value of Financial
Instruments was issued and became effective for the Company. This FSP broadens the disclosure requirements of FAS No. 107, Disclosures About Fair Value of Financial Instruments to include interim financial statement reporting.
As the new FSP only requires enhanced disclosures, the adoption of this FSP did not have a significant impact on the consolidated financial statements.

SFAS No. 157, Fair Value Measurements establishes a framework for using fair value. It defines fair value rules as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No. 157 was effective for the Company on April 1, 2008; however, in February 2008 the FASB
released FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, which delayed the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized
or disclosed in the financial statements at fair value at least annually. Accordingly, the Company adopted the provisions of SFAS No. 157 with respect to non-financial assets and liabilities as of April 1, 2009. The adoption of SFAS
No. 157 did not have a material impact on the consolidated financial statements. SFAS No. 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value.



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##### Table of Contents

Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)



7. Fair Value Disclosures (continued)



The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities such as debt and equity securities and derivative contracts that are traded in an active
market.

Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are
not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include derivative contracts whose value is determined
using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3
- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing
models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

The Companys financial instruments consist of cash, finance receivables, accrued interest, accounts receivable, line of credit, interest rate swaps and accounts
payable. For each of these financial instruments, excluding the line of credit, the carrying value is or approximates its fair value. The carrying value of cash and cash equivalents and restricted cash approximates the fair value due to the nature
of these accounts. Finance receivables, net approximates fair value based on the price paid to acquire indirect loans. The price paid reflects competitive market interest rates and purchase discounts for the Companys chosen credit grade in the
economic environment. This market is highly liquid as the Company acquires individual loans on a daily basis from dealers. The initial terms of the indirect finance receivables range from 12 to 72 months. The initial terms of the direct finance
receivables range from 6 to 48 months. There have been minimal changes in interest rates and purchase discounts related to these types of loans. If liquidated outside of the normal course of business, the amount received may not be the carrying
value. Accrued interest is paid monthly. As a result of the short term nature of accrued interest and accounts payable, the carrying values approximate fair value. The interest rate for the line of credit is a variable rate based on LIBOR pricing
options or at the prime rate. Any new or renewed credit facility would contain pricing that is materially higher than the Companys current credit facility. Based on market conditions, the fair value of the line of credit was estimated to be
$101,200,000 and $98,800,000 as of June 30, 2009 and March 31, 2009, respectively.

Interest rate swap agreements are recorded at fair value on a
recurring basis. The Company estimates the fair value based on the estimated net present value of the future cash flows using a forward interest rate yield curve in effect as of the measurement period, adjusted for nonperformance risk, if any,
including a quantitative and/or qualitative evaluation of both the Companys credit risk and the counterpartys credit risk. Accordingly, the Company classifies interest rate swap agreements as Level 2. Due to the uncertainty inherent in
the valuation process, such estimates of fair value may differ significantly from the values that would have been used had a ready market for the securities existed.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following table presents information about
certain assets and liabilities measured at fair value:



|                               |  |                              |   |                                         |   |           |  |   |   |  |   |          
|------------------------------ |  | ---------------------------- | - | --------------------------------------- | - | --------- |  | - | - |  | - | ---------
|                               |  | Fair Value Measurement Using |   | Assets/LiabilitiesMeasured at FairValue
|Description                    |  | Level 1                      |   | Level 2                                 |   | Level 3   | 
|Interest rate swap agreements: |  |                              |   |                                         |   |           |  |   |   |  |   |          
|June 30, 2009                  |  | $                            |  |                                         | $ | 2,164,973 |  | $ |  |  | $ | 2,164,973
|March 31, 2009                 |  | $                            |  |                                         | $ | 2,754,760 |  | $ |  |  | $ | 2,754,760

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a nonrecurring basis. The Company does not currently have any
assets or liabilities measured at fair value on a nonrecurring basis.



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##### Table of Contents

Nicholas Financial, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)



8. Other Recently Issued Accounting Standards

In April 2009, FSP FAS No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset and Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly was issued and became effective for the Company. FSP FAS No. 157-4 further clarifies FAS No. 157, Fair Value Measurements to provide additional guidance on estimating fair
value when the volume and level of transaction activity for an asset or liability have significantly decreased in relation to the usual activity for said asset or liability. FSP FAS No. 157-4 also provides guidance on how to identify
circumstances that could designate a transaction as not orderly. The new FSP did not have a significant impact on the consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. SFAS No. 168 will become the single source of authoritative
nongovernmental U.S. GAAP, superseding existing non-SEC accounting literature. SFAS No. 168 will become effective for the Company for the quarter ending September 30, 2009. After the effective date, all references to authoritative
accounting guidance in the consolidated financial statements will be referenced in accordance with SFAS No. 168.

Other recent accounting
pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not, and are not believed by the Company to have a material impact on the Companys present or future consolidated financial statements.



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Forward-Looking Information

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

Critical Accounting Policy

The Companys critical
accounting policy relates to the allowance for credit losses. It is based on managements opinion of an amount that is adequate to absorb losses in the existing portfolio. The allowance for credit losses is established through allocations of
dealer discount 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.

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. The Company pools Contracts according to branch location because the branches purchase Contracts
in different geographic markets. This method of pooling by branch and quarter allows the Company to evaluate the different markets where the branches operate. The pools also allow the Company to evaluate the different levels of customer income,
stability, credit history, and the types of vehicles purchased in each market. Each such static pool consists of the Contracts purchased by a branch office during the fiscal quarter.

Contracts are purchased from many different dealers and are all purchased on an individual Contract by Contract basis. Individual Contract pricing is determined by the automobile dealerships and is generally the
lesser of state maximum interest rates or the maximum interest rate 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 may consider portfolio acquisitions as part of its growth strategy.

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



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##### Table of Contents

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.

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 an additional 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
discounts are immediately recognized into income and the excess provision is immediately reversed during the period. For static pools not fully liquidated that are determined to have excess discounts, such excess amounts are accreted into income
over the remaining life of the static pool. For static pools not fully liquidated that are deemed to have excess reserves, such excess amounts are reversed against provision for credit losses during the period.

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

Introduction

Consolidated net income increased to approximately $2.3 million for the three-month period ended June 30, 2009 as compared to $1.6 million for the corresponding
period ended June 30, 2008. Net income for the three months ended June 30, 2009 includes a pre-tax gain of approximately $297,000 related to the change in fair value of interest rate swaps. Earnings were favorably impacted primarily by an
increase in the average net receivables, a decrease in operating expenses as a percentage of average finance receivables, net of unearned interest and a decrease in the average cost of borrowed funds. The Companys software subsidiary, Nicholas
Data Services (NDS), did not contribute significantly to consolidated operations in the three months ended June 30, 2009 or 2008, respectively.

As discussed in note 6 Interest Rate Swaps, the Company made an economic decision, which resulted in undesignating the interest rate swaps as cash flow hedges. Under accounting rules this has introduced volatility to the
statement of income for changes in the fair value of interest rate swaps that historically have been captured in accumulated comprehensive income or loss in the statement of shareholders equity. The Company intends to hold interest rate swaps
through there entire term. Accordingly, over the term of each interest rate swap agreement, the unrealized gains and losses from changes in the fair value of interest rate swaps, which are now recorded in the change in fair value of interest rate
swaps line item of the statement of income, will net or offset to $0 and cumulatively have no impact on retained earnings.

For the three months ended
June 30, 2009, net earnings, excluding changes in fair value of interest rate swaps, increased 31% to $2.1 million compared to $1.6 million for the three months ended June 30, 2008. Per share diluted net earnings, excluding changes in fair
value of interest rate swaps, increased 33% to $0.20 for the three months ended June 30, 2009 as compared to $0.15 for the three months ended June 30, 2008. See reconciliations of the non-GAAP measures on the following page.



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Reconciliation of Non-GAAP Financial Measures

This filing contains disclosures of non-GAAP financial measures including: net earnings, excluding changes in fair value of interest rate swaps and per share diluted net earnings, excluding changes in fair value of
interest rate swaps. These measures utilize the GAAP terms net income and diluted earnings per share and adjust the GAAP terms to exclude the effect of mark to market adjustments and reclassifications of previously recorded
accumulated comprehensive gains and losses associated with interest rate swaps. Management believes this presentation provides additional and meaningful measures for the assessment of the Companys ongoing results and performance. Because the
Company has historically reported mark-to-market (interest rate swaps) through other comprehensive income under hedge accounting, management believes that the inclusion of this non-GAAP measure provides consistency in its financial reporting and
facilitates investors understanding of the Companys historic operating trends by providing an additional basis for comparisons to prior periods. Management recognizes that the use of non-GAAP measures has limitations, including the fact
that they may not be directly comparable with similar non-GAAP financial measures used by other companies. All non-GAAP financial measures are intended to supplement the applicable GAAP disclosures and should not be considered in isolation from, or
as substitute for, financial information prepared in accordance with GAAP. For a reconciliation of non-GAAP measures from GAAP reported amounts, please see the supplemental information below.

The following tables include reconciliations of GAAP reported net income to the non-GAAP measure, net earnings, excluding changes in fair value of interest rate swaps as
well as GAAP reported diluted earnings per share to the non-GAAP measure, per share diluted net earnings, excluding changes in fair value of interest rate swaps. The non-GAAP measures exclude the effect of mark-to-market adjustments and
reclassifications of previously recorded accumulated comprehensive losses associated with interest rate swaps.



|                                                                                           |  |                            |           |   |      |   |          
|------------------------------------------------------------------------------------------ |  | -------------------------- | --------- | - | ---- | - | ---------
|                                                                                           |  | Three months endedJune 30,
|                                                                                           |  | 2009                       |           |   | 2008
|Net income, GAAP                                                                           |  | $                          | 2,263,899 |   |      | $ | 1,557,693
|Mark-to-market of interest rate swaps, net of tax (expense) of ($114,441)                  |  |                            | (182,863  | ) |      |   |         
|                                                                                           |  |                            |           |   |      |   |          
|Net earnings, excluding changes in fair value of interest rate swaps (a)                   |  | $                          | 2,081,036 |   |      | $ | 1,557,693
|                                                                                           |  |                            |           |   |      |   |          
|                                                                                           | 
|                                                                                           |  | Three months endedJune 30,
|                                                                                           |  | 2009                       |           |   | 2008
|Diluted earnings per share, GAAP                                                           |  | $                          | 0.22      |   |      | $ | 0.15     
|Per diluted share mark-to-market of interest rate swaps                                    |  | $                          | (0.02     | ) |      | $ |         
|                                                                                           |  |                            |           |   |      |   |          
|Per share diluted net earnings, excluding changes in fair value of interest rate swaps (a) |  | $                          | 0.20      |   |      | $ | 0.15     
|                                                                                           |  |                            |           |   |      |   |          

| | 
| | 

| | (a) | Represents a non-GAAP financial measure. See information on non-GAAP financial measures above.
| | --- | ----------------------------------------------------------------------------------------------



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|                                                                                                                                                              |  |                            |             |   |      |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ----------- | - | ---- | - | ----------- | -
|Portfolio Summary                                                                                                                                             |  | Three months endedJune 30, |            
|                                                                                                                                                              |  | 2009                       |             |   | 2008 |  
|                                                                                                                                                              |  |                           
|Average finance receivables, net of unearned interest (1)                                                                                                     |  | $                          | 215,721,582 |   |      | $ | 203,328,823 |  
|                                                                                                                                                              |  |                            |             |   |      |   |             |  
|                                                                                                                                                              |  |                           
|Average indebtedness (2)                                                                                                                                      |  | $                          | 102,991,423 |   |      | $ | 101,856,230 |  
|                                                                                                                                                              |  |                            |             |   |      |   |             |  
|                                                                                                                                                              |  |                           
|Finance revenue (3)                                                                                                                                           |  | $                          | 13,673,272  |   |      | $ | 13,103,966  |  
|                                                                                                                                                              |  |                           
|Interest expense                                                                                                                                              |  |                            | 1,272,677   |   |      |   | 1,409,336   |  
|                                                                                                                                                              |  |                            |             |   |      |   |             |  
|                                                                                                                                                              |  |                           
|Net finance revenue                                                                                                                                           |  | $                          | 12,400,595  |   |      | $ | 11,694,630  |  
|                                                                                                                                                              |  |                            |             |   |      |   |             |  
|                                                                                                                                                              |  |                           
|Weighted average contractual rate (4)                                                                                                                         |  |                            | 23.93       | % |      |   | 24.28       | %
|                                                                                                                                                              |  |                            |             |   |      |   |             |  
|                                                                                                                                                              |  |                           
|Average cost of borrowed funds (2)                                                                                                                            |  |                            | 4.94        | % |      |   | 5.53        | %
|                                                                                                                                                              |  |                            |             |   |      |   |             |  
|                                                                                                                                                              |  |                           
|Gross portfolio yield (5)                                                                                                                                     |  |                            | 25.35       | % |      |   | 25.78       | %
|                                                                                                                                                              |  |                           
|Interest expense as a percentage of average finance receivables, net of unearned interest                                                                     |  |                            | 2.36        | % |      |   | 2.77        | %
|                                                                                                                                                              |  |                           
|Provision for credit losses as a percentage of average finance receivables, net of unearned interest                                                          |  |                            | 6.16        | % |      |   | 6.69        | %
|                                                                                                                                                              |  |                            |             |   |      |   |             |  
|                                                                                                                                                              |  |                           
|Net portfolio yield (5)                                                                                                                                       |  |                            | 16.83       | % |      |   | 16.32       | %
|                                                                                                                                                              |  |                           
|Marketing, salaries, employee benefits, depreciation and administrative expenses as a percentage of average finance receivables, net of
unearned interest (6) |  |                            | 10.49       | % |      |   | 11.10       | %
|                                                                                                                                                              |  |                            |             |   |      |   |             |  
|                                                                                                                                                              |  |                           
|Pre-tax yield as a percentage of average finance receivables, net of unearned interest (7)                                                                    |  |                            | 6.34        | % |      |   | 5.22        | %
|                                                                                                                                                              |  |                            |             |   |      |   |             |  
|                                                                                                                                                              |  |                           
|Write-off to liquidation (8)                                                                                                                                  |  |                            | 10.80       | % |      |   | 11.24       | %
|                                                                                                                                                              |  |                           
|Net charge-off percentage (9)                                                                                                                                 |  |                            | 7.72        | % |      |   | 9.39        | %



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



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

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

|(3) | Finance revenue is interest and fee income on finance receivables and does not include sales 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 period.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Gross portfolio yield represents finance revenue 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) | Administrative expenses included in the calculation above are net of administrative expenses associated with NDS which approximated $52,000 and $202,000 during the three-month
periods ended June 30, 2009 and 2008, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Pre-tax yield represents net portfolio yield minus marketing, salaries, employee benefits, depreciation and administrative expenses as a percentage of average finance receivables,
net of unearned interest.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Write-off to liquidation percentage is defined as net charge-offs divided by liquidation. Liquidation is defined as beginning 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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Three months ended June 30, 2009 compared to three months ended June 30, 2008

Interest Income and Loan Portfolio

Interest income on finance
receivables, predominately finance charge income, increased 5% to approximately $13.7 million for the three-month period ended June 30, 2009, from $13.1 million for the corresponding period ended June 30, 2008. Average finance
receivables, net of unearned interest equaled approximately $215.7 million for the three-month period ended June 30, 2009, an increase of 6% from $203.3 million for the corresponding period ended June 30, 2008. The primary reason average
finance receivables, net of unearned interest, increased was the increase in the receivable base of several existing branches in younger markets during fiscal 2009 and the first three months of fiscal 2010. The gross finance receivable balance
increased 5% to approximately $307.9 million as of June 30, 2009, from $292.1 million as of June 30, 2008. The primary reason interest income increased was the increase in the outstanding loan portfolio. The gross portfolio yield decreased
from 25.78% for the three-month period ended June 30, 2008 to 25.35% for the three-month period ended June 30, 2009. The net portfolio yield increased from 16.32% for the three-month period ended June 30, 2008 to 16.83% for the
corresponding period ended June 30, 2009. The gross portfolio yield decreased primarily due to a lower weighted annual percentage rate (APR) earned on finance receivables. The net portfolio yield increased due to a decrease in the
average cost of borrowed funds and a reduction in the provision for credit losses.

Marketing, Salaries, Employee Benefits, Depreciation, and
Administrative Expenses

Marketing, salaries, employee benefits, depreciation and administrative expenses decreased to approximately $5.7 million
for the three-month period ended June 30, 2009 from approximately $5.8 million for the corresponding period ended June 30, 2008. Marketing, salaries, employee benefits, depreciation, and administrative expenses as a percentage of finance
receivables, net of unearned interest, decreased to 10.49% for the three-month period ended June 30, 2009 from 11.10% for the three-month period ended June 30, 2008.

Interest Expense

Interest expense decreased to approximately $1.3 million for the three-month period ended
June 30, 2009 from $1.4 million for the three-month period ended June 30, 2008. The average indebtedness for the three-month period ended June 30, 2009 increased to approximately $104.0 million as compared to $101.9 million for the
corresponding period ended June 30, 2008. The Companys average cost of borrowed funds decreased to 4.94% for the three-month period ended June 30, 2009 as compared to 5.53% for the corresponding period ended June 30, 2008. The
primary reasons the Companys average cost of funds decreased is the weighted-average 30-day LIBOR rate decreased from 2.65% for the three months ended June 30, 2008 as compared to 0.41% for the three months ended June 30, 2009. The
reduction in 30-day LIBOR rates was offset in part by the Companys interest rate swap agreements, which convert a majority of the Companys floating rate debt to fixed rate debt. For further discussions regarding the Companys cost
of funds and the effect of interest rate swap agreements see note 6  Interest Rate Swap Agreements.



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##### Table of Contents

Contract Procurement

The Company purchases Contracts in the twelve states listed in the table below. The Contracts purchased by the Company are predominately for used vehicles; for the three-month periods ended June 30, 2009 and 2008, less than 3% were for
new vehicles. As of June 30, 2009, the average model year of vehicles collateralizing the portfolio was a 2004 vehicle.

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



|      |  |                            |            |      |   |           
|----- |  | -------------------------- | ---------- | ---- | - | ----------
|      |  | Three months endedJune 30,
|State |  | 2009                       |            | 2008
|FL    |  | $                          | 11,550,590 |      | $ | 13,600,755
|GA    |  |                            | 3,015,352  |      |   | 3,416,819 
|NC    |  |                            | 3,084,921  |      |   | 3,341,600 
|SC    |  |                            | 621,153    |      |   | 670,825   
|OH    |  |                            | 4,431,835  |      |   | 4,384,934 
|MI    |  |                            | 955,819    |      |   | 537,659   
|VA    |  |                            | 937,103    |      |   | 1,531,276 
|IN    |  |                            | 1,749,481  |      |   | 1,668,400 
|KY    |  |                            | 2,083,609  |      |   | 1,777,912 
|MD    |  |                            | 310,884    |      |   | 637,781   
|AL    |  |                            | 852,626    |      |   | 1,122,933 
|TN    |  |                            | 495,894    |      |   | 633,557   
|      |  |                            |            |      |   |           
|Total |  | $                          | 30,089,267 |      | $ | 33,324,451
|      |  |                            |            |      |   |           



|                               |  |                            |            |   |      |   |            |  
|------------------------------ |  | -------------------------- | ---------- | - | ---- | - | ---------- | -
|                               |  | Three months endedJune 30, |           
|Contracts                      |  | 2009                       |            |   | 2008 |  
|Purchases                      |  | $                          | 30,089,267 |   |      | $ | 33,324,451 |  
|Weighted APR                   |  |                            | 23.83      | % |      |   | 24.19      | %
|Average discount               |  |                            | 9.29       | % |      |   | 8.87       | %
|Weighted average term (months) |  |                            | 49         |   |      |   | 49         |  
|Average loan                   |  | $                          | 9,444      |   |      | $ | 9,554      |  
|Number of contracts            |  |                            | 3,186      |   |      |   | 3,488      |  

Loan Origination

The following table presents selected information on direct loans originated by the Company, net of unearned interest.



|                               |  |                            |         |   |      |   |           |  
|------------------------------ |  | -------------------------- | ------- | - | ---- | - | --------- | -
|                               |  | Three months endedJune 30, |        
|Direct Loans Originated        |  | 2009                       |         |   | 2008 |  
|Originations                   |  | $                          | 949,722 |   |      | $ | 1,228,249 |  
|Weighted APR                   |  |                            | 27.04   | % |      |   | 26.81     | %
|Weighted average term (months) |  |                            | 23      |   |      |   | 26        |  
|Average loan                   |  | $                          | 2,595   |   |      | $ | 2,773     |  
|Number of loans                |  |                            | 366     |   |      |   | 443       |  



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Analysis of Credit Losses

As of June 30, 2009, the Company had 959 active static pools. The average pool upon inception consisted of 63 Contracts with aggregate finance receivables, net of unearned interest, of approximately $586,000.

The following table sets forth a reconciliation of the changes in the allowance for credit losses on Contracts.



|                                 |  |                            |            |   |      |   |            |  
|-------------------------------- |  | -------------------------- | ---------- | - | ---- | - | ---------- | -
|                                 |  | Three months endedJune 30, |           
|                                 |  | 2009                       |            |   | 2008 |  
|Balance at beginning of period   |  | $                          | 24,926,076 |   |      | $ | 20,112,260 |  
|Discounts acquired on new volume |  |                            | 2,763,411  |   |      |   | 2,894,144  |  
|Losses absorbed                  |  |                            | (4,608,484 | ) |      |   | (5,093,878 | )
|Current period provision         |  |                            | 3,245,071  |   |      |   | 3,141,292  |  
|Recoveries                       |  |                            | 446,975    |   |      |   | 424,157    |  
|Discounts accreted               |  |                            | (192,795   | ) |      |   | (277,303   | )
|                                 |  |                            |            |   |      |   |            |  
|Balance at end of period         |  | $                          | 26,580,254 |   |      | $ | 21,200,672 |  
|                                 |  |                            |            |   |      |   |            |  

The following table sets forth a reconciliation of the changes in the allowance for credit losses on direct loans.



|                               |  |                            |         |   |      |   |          |  
|------------------------------ |  | -------------------------- | ------- | - | ---- | - | -------- | -
|                               |  | Three months endedJune 30, |        
|                               |  | 2009                       |         |   | 2008 |  
|Balance at beginning of period |  | $                          | 513,067 |   |      | $ | 335,057  |  
|Current period provision       |  |                            | 77,885  |   |      |   | 261,163  |  
|Losses absorbed                |  |                            | (66,523 | ) |      |   | (170,056 | )
|Recoveries                     |  |                            | 13,656  |   |      |   | 20,331   |  
|                               |  |                            |         |   |      |   |          |  
|Balance at end of period       |  | $                          | 538,085 |   |      | $ | 446,495  |  
|                               |  |                            |         |   |      |   |          |  

The Company continues to see deterioration in the overall performance of its Contract portfolio, more
specifically, static pools originated since June 30, 2006 have seen an increase in the default rate when compared to the preceding years pool performance during their same liquidation cycle. The Company attributes this increase to weakness in
the consumer credit cycle and weakness in employment during that timeframe. However, pools originated during 2008 are experiencing lower default rates than pools originated during 2007. As a result, the Company experienced a lower net charge-off
percentage of 7.72% during the three-month period ended June 30, 2009 as compared to 9.39% for the three-month period ended June 30, 2008.

The
average dealer discount associated with new volume for the three months ended June 30, 2009 and 2008 were 9.29% and 8.87%, respectively. The Company believes the increase in the average dealer discount was the result of the marketplace pricing
in additional risk of defaults in a weak economy. The Company intends to remain focused on maintaining these increased discount levels to help off-set the rising loss rates it has been experiencing.

The provision for credit losses decreased from approximately $3.4 million for the three-month period ended June 30, 2008, to $3.3 million for the three-month period
ended June 31, 2009. The Companys losses absorbed as a percentage of liquidation decreased from 11.24% for the three months ended June 30, 2008, to 10.80% for the three months ended June 30, 2009. In addition, excess provisions
reversed, increased from approximately $10,000 for the three-month period ended June 30, 2008 to approximately $150,000 for the three-month period ended June 30, 2009. The reversal of provisions previously recorded in each period was due
to the favorable charge-off performance of static pools originated from April 2005 through March 2006.



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The Company anticipates losses absorbed as a percentage of liquidation will be in the 11%-16% range during the remainder
of the current fiscal year; however, no assurances can be given that the actual losses absorbed may not be higher as a result of further economic weakness. Effective October 1, 2008, the Company modified its Contract procurement underwriting
guidelines. The primary changes include; raising the minimum income required by the debtor to qualify for loan approval, reducing the maximum dollar amount that can be advanced for certain loan applications, and the maximum dollar amount that can be
approved by a branch manager on certain approvals. The longer-term outlook for portfolio performance will depend on the overall economic conditions, the unemployment rate, the economic impact of any government sponsored stimulus package, and the
price of oil which impacts the cost of gasoline, food and many other items used or consumed by the average person. Also, the Companys ability to monitor, manage and implement its underwriting philosophy in additional geographic areas as it
strives to continue its expansion will impact future portfolio performance. The Company does not believe there have been any significant changes in loan concentrations, terms or quality of Contracts purchased during the three months ended
June 30, 2009 that would have contributed to the decrease in losses.

Recoveries as a percentage of charge-offs increased from approximately 9% for
the three months ended June 30, 2008 to approximately 11% for the three months ended June 30, 2009. Historically, recoveries as a percentage of charge-offs fluctuates from period to period and the Company does not attribute this
increase to any particular change in operational strategy or economic event.

The following tables present certain information regarding the delinquency
rates experienced by the Company with respect to Contracts and under its direct consumer loan program:



|              |  |                          |             |               |   |           |              |  |   |           |   |  |       |           |   |  |   |            |  
|------------- |  | ------------------------ | ----------- | ------------- | - | --------- | ------------ |  | - | --------- | - |  | ----- | --------- | - |  | - | ---------- | -
|              |  |                          |             | Delinquencies |  
|Contracts     |  | Gross BalanceOutstanding |             | 30  59 days  |   |           | 60  89 days |  |   | 90 + days |   |  | Total |          
|June 30, 2009 |  | $                        | 301,549,799 |               | $ | 9,603,430 |              |  | $ | 3,739,568 |   |  | $     | 1,080,901 |   |  | $ | 14,423,899 |  
|              |  |                          |             |               |   | 3.18      | %            |  |   | 1.24      | % |  |       | 0.36      | % |  |   | 4.78       | %
|              |  |                          |             |               |  
|June 30, 2008 |  | $                        | 282,828,447 |               | $ | 7,066,773 |              |  | $ | 2,734,258 |   |  | $     | 1,106,775 |   |  | $ | 10,907,806 |  
|              |  |                          |             |               |   | 2.50      | %            |  |   | 0.97      | % |  |       | 0.39      | % |  |   | 3.86       | %
|              |  |                          |             |               |  
|Direct Loans  |  | Gross BalanceOutstanding |             | 30  59 days  |   |           | 60  89 days |  |   | 90 + days |   |  | Total |          
|June 30, 2009 |  | $                        | 6,311,182   |               | $ | 137,623   |              |  | $ | 103,786   |   |  | $     | 37,232    |   |  | $ | 278,641    |  
|              |  |                          |             |               |   | 2.18      | %            |  |   | 1.64      | % |  |       | 0.59      | % |  |   | 4.41       | %
|              |  |                          |             |               |  
|June 30, 2008 |  | $                        | 9,275,896   |               | $ | 123,548   |              |  | $ | 61,820    |   |  | $     | 44,009    |   |  | $ | 229,377    |  
|              |  |                          |             |               |   | 1.33      | %            |  |   | 0.67      | % |  |       | 0.47      | % |  |   | 2.47       | %

The delinquency percentage for Contracts more than thirty days past due as of June 30, 2009 was 4.78% as
compared to 3.86% as of June 30, 2008. The delinquency percentage for direct loans more than thirty days past due as of June 30, 2009 was 4.41% as compared to 2.47% as of June 30, 2008.

The Company believes delinquency trends over several reporting periods are useful in estimating future losses and overall portfolio performance. The Company also
estimates future portfolio performance by considering various factors, the most significant of which are described as follows. The Company analyzes historical static pool performance for each branch location when determining appropriate reserve
levels. Additionally, the Company utilizes internal branch audits as an indication of future static pool performance. The Company also considers such things as the current unemployment rate in markets the Company operates in, the percentage of
voluntary repossessions as compared to prior periods, the percentage of bankruptcy filings as compared to prior periods and other leading economic indicators.



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Income Taxes

The provision for income taxes increased to approximately $1.4 million for the three months ended June 30, 2009 as compared to approximately $901,000 for the three months ended June 30, 2008. The Companys effective tax rate
increased from 36.63% for the three months ended June 30, 2008 to 38.49% for the three months ended June 30, 2009. The primary reason for this increase was the result of a portion of the Companys taxable income reaching the 35%
maximum Federal tax rate.

Liquidity and Capital Resources

The Companys cash flows are summarized as follows:



|                                                       |  |                            |            |   |      |   |             |  
|------------------------------------------------------ |  | -------------------------- | ---------- | - | ---- | - | ----------- | -
|                                                       |  | Three months endedJune 30, |           
|                                                       |  | 2009                       |            |   | 2008 |  
|Cash provided by (used in):                            |  |                            |            |   |      |   |             |  
|Operating activities                                   |  | $                          | 7,092,184  |   |      | $ | 6,039,393   |  
|Investing activities (primarily purchase of Contracts) |  |                            | (8,756,338 | ) |      |   | (10,306,069 | )
|Financing activities                                   |  |                            | 1,862,526  |   |      |   | 4,107,773   |  
|                                                       |  |                            |            |   |      |   |             |  
|Net increase (decrease) in cash                        |  | $                          | 198,372    |   |      | $ | (158,903    | )
|                                                       |  |                            |            |   |      |   |             |  

The Companys primary use of working capital for the three months ended June 30, 2009 was the funding of
the purchase of Contracts. The Companys Line is secured by all of the assets of the Companys Nicholas Financial, Inc. subsidiary. As of June 30, 2009 the Company could borrow the lesser of $115.0 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 plus 162.5 basis points or at the prime rate. Prime rate based borrowings are generally
less than $5.0 million. As of June 30, 2009, the amount outstanding under the Line was approximately $104.0 million and the amount available under the Line was approximately $11.0 million.

The Company will continue to depend on the availability of the Line, together with cash from operations, to finance future operations. Amounts outstanding under the Line
have increased by $1.9 million during the three months ended June 30, 2009, respectively. The growth of the Line is principally related to funding the purchase of Contracts and is consistent with the growth of finance receivables.

The Company was contemplating executing an amendment to the Line, which would have increased the size of the Line and extended the maturity date. However, as U.S. and
global market and economic conditions continue to be disrupted and volatile, particularly in the financial sector, the Company has elected not to amend its Line at this time. The primary reasons are the uncertainty of demand for the Companys
contract procurement program and the increased pricing associated with increasing the size of the Line and extending the maturity date. Continued disruption in U.S. and global markets could adversely affect the Companys ability to increase the
size of the Line and extend the maturity date or refinance indebtedness. Any new or renewed credit facility will be under terms that are not as favorable as the current credit facility. The Companys inability to obtain additional financing on
favorable terms, if at all, would limit the Companys ability to grow and could have a material adverse effect on the Companys results of operations and business.

The Line requires compliance with certain debt covenants including financial ratios, asset quality and other performance tests. The Company is currently in compliance with all of its debt covenants but, during the
current economic slowdown, a breach of one or more of these covenants could occur prior to the maturity date of the Line, which is November 30, 2010. The Companys consortium of lenders could place the Company in default if certain
covenants were breached and take one or more of the following actions: increase the Companys borrowing costs; restrict the Companys ability to obtain additional borrowings under the Line; accelerate all amounts outstanding under the
Line; or enforce its interests against collateral securing the Line. The Company believes its lenders will continue to allow it to operate in the event of a condition of default; however no assurance can be given that this would occur.

The Company has entered into interest rate swap agreements, each of which, in effect, convert 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. As of June 30, 2009, approximately 77% of the Companys borrowings under the Line were subject to interest rate swap agreements. These swap agreements have
maturities ranging from October 2, 2009 through February 2, 2011.



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Future Expansion

The Company currently operates a total of forty-eight branch locations in twelve states, including nineteen in Florida, six in Ohio, five in North Carolina, five in Georgia, three in Kentucky, two in Virginia, two in Indiana, two in Alabama
and one in Michigan, Maryland, South Carolina, and Tennessee. Each 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 finance receivables, net of unearned
interest. To date, ten of our branches have reached this capacity. While the Company remains cautious, we are encouraged that the economy is showing some signs of stability and we feel comfortable proceeding with our planned expansion. This
expansion will include new branch locations in Akron, Ohio and in Gastonia, North Carolina, which will bring our number of branch locations to 50 in 12 states.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Market
risks relating to the Companys operations result primarily from changes in interest rates. The Company does not engage in speculative or leveraged transactions, nor does it hold or issue financial instruments for trading purposes.

Interest rate risk

Managements objective is to
minimize the cost of borrowing through an appropriate mix of fixed and floating rate debt. Derivative financial instruments, such as interest rate swap agreements, may be used for the purpose of managing fluctuating interest rate exposures that
exist from ongoing business operations. During fiscal 2009, the Company undesignated all of its interest rate swaps as cash flow hedges. (See note 6  Interest Rate Swaps) The Company does not use interest rate swaps for speculative
purposes. Such instruments continue to be intended for use as economic hedges.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Evaluation of disclosure controls and
procedures. In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q, the Companys management evaluated, with the
participation of the Companys President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act). Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer have concluded that the disclosure
controls and procedures were effective as of the date of such evaluation to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly
during the period in which this Quarterly Report on Form 10-Q was being prepared.

Changes in internal controls. There have been no changes in the
Companys internal control over financial reporting that occurred during the Companys last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial
reporting.

PART II - OTHER INFORMATION



|ITEM 1A. | RISK FACTORS
|-------- | ------------

In addition to the other information set forth in
this report, you should carefully consider the factors discussed in Part I Item 1A. Risk Factors in the Companys Annual Report on Form 10-K for the year ended March 31, 2009, which could materially affect our business,
financial condition or future results. The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also
may materially adversely affect our business, financial condition and/or operating results.



|ITEM 6. | EXHIBITS
|------- | --------

See exhibit index following the signature page.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.



|                      |  |  |  |                                     
|--------------------- |  |  |  | ------------------------------------
|                      |  |  |  | NICHOLAS FINANCIAL, INC.            
|                      |  |  |  | (Registrant)                        
|                      |  | 
|Date: August 13, 2009 |  |  |  | /s/ Peter L. Vosotas                
|                      |  |  |  | Peter L. Vosotas                    
|                      |  |  |  | Chairman of the Board, President,   
|                      |  |  |  | Chief Executive Officer and Director
|                      |  | 
|Date: August 13, 2009 |  |  |  | /s/ Ralph T. Finkenbrink            
|                      |  |  |  | Ralph T. Finkenbrink                
|                      |  |  |  | Senior Vice President,              
|                      |  |  |  | Chief Financial Officer and Director



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EXHIBIT INDEX



|            |  |                                                                                                                     
|----------- |  | --------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                         
|31.1        |  | Certification of the President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|31.2        |  | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002              
|            | 
|32.1        |  | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. § 1350                                           
|            | 
|32.2        |  | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. § 1350