Revenue Performance - Total revenue for the three months ended September 30, 2024, was $3.0 million, a 100% increase compared to $0 for the same period in 2023[160]. - Total revenue for the six months ended September 30, 2024, was $3.4 million, a significant increase from $0 in the same period in 2023, attributed to new services from the acquisition of Amplex[168]. - Wireless internet services generated $1.764 million, fiber internet services generated $773 thousand, and other revenue generated $421 thousand for the three months ended September 30, 2024[160]. Operating Expenses - Total operating expenses for the three months ended September 30, 2024, were $3.983 million, a 148% increase compared to $1.609 million for the same period in 2023[161]. - General and administrative expenses increased by 61% to $2.553 million for the three months ended September 30, 2024, compared to $1.587 million in the prior year[161]. - Total operating expenses for the six months ended September 30, 2024, were $8.0 million, up from $3.1 million in the same period in 2023, reflecting the impact of the Amplex acquisition[169]. - General and administrative expenses increased to $6.3 million for the six months ended September 30, 2024, compared to $3.1 million for the same period in 2023, primarily due to additional professional fees and restructuring expenses related to the acquisition of Amplex[173]. Depreciation and Amortization - Depreciation and amortization expenses surged to $501 thousand for the three months ended September 30, 2024, compared to $22 thousand for the same period in 2023, representing a 2177% increase[161]. - Depreciation and amortization expenses rose to $595 thousand for the six months ended September 30, 2024, compared to $44 thousand for the same period in 2023, driven by increased property, plant, and equipment from the Amplex acquisition[174]. Acquisitions - The company completed the acquisition of 51% of Amplex Electric, Inc. on June 15, 2024, marking its entry into the broadband services market[155]. - The company closed the acquisition of 51% of Amplex for a total purchase consideration of $18.4 million[179]. - Amplex serves over 9,100 fixed wireless broadband customers and over 3,500 fiber customers, expanding the company's service offerings significantly[155]. Cash Flow - Net cash used in operating activities was $(553) thousand for the six months ended September 30, 2024, compared to $1.5 million provided in the same period in 2023[180]. - Net cash provided by investing activities decreased to $16.7 million for the six months ended September 30, 2024, primarily due to cash paid for the acquisition of Amplex[181]. Financial Reporting and Accounting - The company recognizes revenue primarily from wireless internet services, fiber internet services, and other services[210]. - Revenue from wireless and fiber internet, VOIP services, and video streaming services is recognized ratably as performance obligations are satisfied[213]. - The allowance for credit losses is determined using a loss-rate method based on an aging schedule and historical loss rates[199]. - The company accounts for business combinations using the acquisition accounting method, requiring fair value determination of identifiable assets and liabilities[195]. - All acquisition-related costs, except for debt or equity issuance costs, are expensed in the period incurred[197]. - The company evaluates the adequacy of the allowance for credit losses regularly, adjusting as necessary based on current information[200]. - The company does not recognize gain contingencies until they are realized, and legal costs related to loss contingencies are expensed as incurred[204]. - Fair value measurements are classified into three levels, with certain financial instruments carried at fair value presented within Level 1[208]. Other Financial Metrics - Cost of wireless and fiber internet services totaled $157 thousand for the three months ended September 30, 2024, compared to $0 for the same period in 2023[162]. - Plant specific and nonspecific operations expenses totaled $551 thousand for the three months ended September 30, 2024, compared to $0 for the same period in 2023[163]. - Loss on dissenting shareholders' liability was $1.1 million for the six months ended September 30, 2024, compared to $0 for the same period in 2023, reflecting changes in fair value related to the sale of assets to Westlake[176]. - Income from discontinued operations improved to $0.4 million for the six months ended September 30, 2024, compared to a loss of $5.8 million for the same period in 2023, due to decreased general and administrative expenses[177]. - The company incurred an emigration tax expense of $1.7 million for the six months ended September 30, 2024, as a result of its continuation and domestication to Delaware[175].

Financial Performance - Old Market Capital reported a net loss of $0.45 million for Q2 FY2025, a significant improvement from a net loss of $10.5 million in Q2 FY2024, resulting in a basic and diluted net loss per share of $0.07 compared to $1.44[2]. - For the six months ended September 30, 2024, the net loss attributable to common shareholders was $3.7 million, compared to a net loss of $8.9 million for the same period in 2023[2]. Revenue and Contributions - Revenue from Amplex Electric was $3 million with an income contribution of $410,000 during Q2 FY2025[2]. - Total revenue for Q2 FY2025 was $2.96 million, with wireless internet services contributing $1.76 million and fiber internet services contributing $0.77 million[5]. Operating Expenses - Total operating expenses increased by 147.5% to $3.98 million in Q2 FY2025, up from $1.6 million in Q2 FY2024, primarily due to restructuring and acquisition costs[2]. - Operating expenses for the first six months of FY2025 rose by 158% to $8 million, compared to $3.1 million for the same period in FY2024[2]. Assets and Growth Potential - The company’s total assets increased to $80.28 million as of September 30, 2024, compared to $59.84 million as of March 31, 2024[6]. - Amplex Electric received a $21.3 million RUS Loan approval, which can be drawn over the next five years, indicating potential for future growth[2]. Strategic Focus - The company is focused on reducing operating expenses and exploring additional investment opportunities to enhance shareholder value[2]. - Old Market Capital is transitioning from a specialized consumer finance company to a holding company with a controlling interest in Amplex Electric, aiming for further acquisitions[3].

Financial Performance - The consolidated net loss for the year ended March 31, 2024, was $20.8 million, compared to a net income of $34.1 million for the year ended March 31, 2023[102]. - The allowance for credit losses is based on management's evaluation of portfolio risk, and if actual losses exceed this allowance, it could adversely affect the company's financial position[104]. - The company has experienced higher delinquency rates than traditional financial institutions due to its focus on non-prime borrowers, which has historically led to increased losses[102]. - The auction proceeds from repossessed vehicles are often insufficient to cover outstanding balances, leading to potential losses[113]. - The company has experienced material weaknesses in internal control over financial reporting, which could lead to a loss of investor confidence and adversely affect the stock price[143]. - The company may face challenges in maintaining effective internal controls, which could result in inaccurate financial statements and potential sanctions from regulatory authorities[145]. - The existence of material weaknesses could require significant time and expense for remediation, potentially leading to restatements of financial statements[146]. Regulatory and Compliance Risks - The company is subject to various litigation risks, including consumer claims that could result in substantial damages[109]. - The company is subject to monetary penalties ranging from over $6,300 per day for minor violations to more than $1,264,600 per day for knowing violations of Consumer Financial Laws[122]. - The CFPB's Compliance Bulletin in February 2022 indicated that automobile loan holders and servicers are responsible for ensuring compliance with repossession-related practices, which could lead to enforcement actions against the company[119]. - The FTC proposed a rule on June 23, 2022, that would require accurate pricing disclosures and prohibit certain misrepresentations in automobile financing, potentially impacting the company's operations[120]. - The company has maintained all material licenses and permits required to conduct its consumer financial services, but failure to comply with regulatory requirements could result in significant penalties and operational restrictions[129]. - The company relies on third-party vendors for various services, and increasing regulatory scrutiny on these relationships could lead to enforcement actions if compliance is not adequately managed[123]. - The CFPB and FTC have announced various enforcement actions against lenders in the past few years, which could require the company to alter certain business practices[127]. Market and Economic Conditions - Economic conditions, including the impact of COVID-19, have negatively affected consumer confidence and demand for credit, which may continue to impact the company's operations[97]. - Epidemics and pandemics, such as COVID-19, can disrupt operations and adversely affect financial condition, results of operations, and cash flows[142]. - The company operates in a highly competitive non-prime consumer-finance market, facing challenges from competitors with greater financial resources[95]. Operational Risks - The company relies on third-party service providers for critical operations, and any failure by these providers could adversely affect business operations[114]. - The company faces risks related to privacy and cybersecurity, including potential liability and reputational harm from failures to safeguard customer information[132]. - The company has not experienced any material cybersecurity incidents to date, but potential breaches could have a material adverse effect on its business and financial condition[136]. Stock and Trading Information - The average daily trading volume of the company's common shares on NASDAQ for the fiscal year ended March 31, 2024, was approximately 7,573 shares, indicating it is a thinly traded stock[137]. - The company currently does not have any analysts covering its stock, which could negatively impact its stock price and trading volume[138]. - The company is classified as a "smaller reporting company," which may result in reduced financial disclosure requirements and potentially make its common stock less attractive to investors[140]. - There is a risk of delisting from the NASDAQ Global Select Market if the company fails to meet continued listing requirements, which could negatively impact the stock price and liquidity[141]. - The company currently meets NASDAQ's continued listing requirements, but future compliance is uncertain[141]. Human Resources - The success of the company depends on its ability to attract and retain qualified employees, with high turnover potentially impacting financial performance[115]. Corporate Governance - The company's Articles of Incorporation contain provisions that may deter third-party acquisitions and affect the market price of common stock[139]. - The absence of cumulative voting in director elections may limit shareholder influence over board composition[139]. - The company may remain a smaller reporting company indefinitely, impacting the attractiveness of its stock and trading activity[140].

Company utilized the incurred loss methodology, by applying a trailing twelve-month net charge-off as a percentage of average finance receivables to the ending finance receivables to estimate probable credit losses and maintain an allowance for credit losses. The net charge-off percentage, which represents charge-offs less recoveries divided by average finance receivables outstanding during the period, decreased to 23.9% from 30.9% for the three months ended March 31, 2024 and 2023, respectively. The custom ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FOR THE TRANSITION PERIOD FROM TO . Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: | | Trading | | | --- | --- | --- | | Title of each c ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 ☐ 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 59-2506879 (State or Other J ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2023 ☐ 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 59-2506879 (State or Other Jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ☐ 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 Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 NICHOLAS FINANCIAL, INC. (Exact name of Registrant as specified in its Charter) British Columbia, Canada 59-2506879 ( State or other ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED December 31, 2022 ☐ 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 59-2506879 (State or Other Ju ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2022 ☐ 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 59-2506879 (State or Other J ...